| THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF SECTION 178 READ WITH SCHEDULE IV OF COMPANIES ACT, 2013, REGULATION 19 OF THE SEBI LISTING REGULATIONS AND APPLICABLE RBI GUIDELINES. THE PERFORMANCE EVALUATION WAS CARRIED OUT BY THE NOMINATION AND REMUNERATION COMMITTEE AND BY THE BOARD IN THEIR MEETINGS HELD ON MARCH 23, 2024. THE APPROVED EVALUATION FORMATS AND CRITERIA ARE IN LINE WITH THE SEBI GUIDANCE NOTE ON EVALUATION DATED JANUARY 05, 2017. THE NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN COMPREHENSIVE PARAMETERS FOR EVALUATION, A FEW OF WHICH ARE LISTED BELOW: I. THE BOARD: COMPOSITION, STRUCTURE, MEETINGS, FUNCTIONS, MANAGEMENT AND PROFESSIONAL DEVELOPMENT, ETHICS AND COMPLIANCE AMONG OTHERS. II. THE COMMITTEES: MANDATE & COMPOSITION, EFFECTIVENESS, STRUCTURE, MEETINGS, INDEPENDENCE OF THE COMMITTEE, CONTRIBUTION TO DECISION MAKING OF THE BOARD, AMONG OTHERS. III. INDIVIDUAL DIRECTORS (INCLUDING CHAIRPERSON, INDEPENDENT DIRECTORS AND NON-INDEPENDENT DIRECTORS): LEADERSHIP, COMMITMENT, CONTRIBUTION, EXPERIENCE, EXPERTISE, INDEPENDENCE, INTEGRITY, ATTENDANCE, RESPONSIBILITY, FLOW OF INFORMATION AMONG OTHERS. THE PERFORMANCE OF THE BOARD AND BOARD COMMITTEES WAS EVALUATED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE APPROVED CRITERIA FOR EVALUATION. IN ADDITION, THE CHAIRMAN AND MANAGING DIRECTOR & CEO WERE ALSO EVALUATED ON THE KEY ASPECTS OF THEIR ROLES. PERFORMANCE EVALUATION OF DIRECTORS WAS DONE BY THE NOMINATION AND REMUNERATION COMMITTEE AND ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE COMMITTEE EVALUATED THE PERFORMANCE OF DIRECTORS AND NOTED THAT: I. THE DIRECTORS HAD REQUISITE COMPETENCY, QUALIFICATION, COMMITMENT AND INTEGRITY. II. THE DIRECTORS HAD LONG TERM VISION, INDUSTRY KNOWLEDGE AND EXPERTISE AND WERE WHOLLY COMMITTED AND PROVIDED ETHICAL LEADERSHIP TO THE BANK. III. THE DIRECTORS HAD THE ABILITY TO FUNCTION AS A TEAM. IV. FURTHER, THE DIRECTORS WERE REGULAR IN ATTENDING MEETINGS AND CONTRIBUTED EFFECTIVELY DURING THE DISCUSSIONS. V. THERE WAS NO APPARENT CONFLICT OF INTEREST AND THAT THEY EXPRESSED THEIR OPINION FREELY. FURTHER, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE PERFORMANCE OF THE BOARD AS A WHOLE, THE PERFORMANCE OF THE CHAIRMAN AND QUALITY, QUANTITY AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE BANK’S MANAGEMENT AND ITS BOARD WERE ALSO EVALUATED. |