THE CRITERIA FOR EVALUATION OF DIRECTORS INCLUDE PARAMETERS SUCH AS ATTENDANCE, ACQUAINTANCE WITH BUSINESS, COMMUNICATION INTER SE BETWEEN BOARD MEMBERS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, FOCUS ON CORE VALUES, VISION AND MISSION ETC. THESE PARAMETERS HELP TO ASSESS THE PERFORMANCE AND EFFECTIVENESS OF DIRECTORS IN FULFILLING THEIR FIDUCIARY RESPONSIBILITIES AND CONTRIBUTING TO THE OVERALL GOVERNANCE AND SUCCESS OF THE COMPANY. THE CRITERIA FOR EVALUATION OF BOARD INCLUDE WHETHER BOARD MEETINGS WERE HELD IN TIME, ALL ITEMS WHICH WERE REQUIRED AS PER LAW TO BE PLACED BEFORE THE BOARD WERE PLACED OR NOT, WHETHER THE SAME HAVE BEEN DISCUSSED AND APPROPRIATE DECISIONS WERE TAKEN, ADHERENCE TO LEGALLY PRESCRIBED COMPOSITION AND PROCEDURES, TIMELY INDUCTION OF ADDITIONAL/ WOMEN DIRECTORS AND REPLACEMENT OF BOARD MEMBERS/COMMITTEE MEMBERS, WHENEVER REQUIRED, AND WHETHER THE BOARD FACILITATES THE INDEPENDENT DIRECTORS TO PERFORM THEIR ROLE EFFECTIVELY. THE CRITERIA FOR EVALUATION OF COMMITTEES INCLUDE ADHERENCE TO THE ROLES AND FUNCTIONS AS DEFINED IN THEIR TERMS OF REFERENCE, INDEPENDENCE OF THE COMMITTEE, WHETHER THE COMMITTEE HAS SOUGHT NECESSARY CLARIFICATIONS, INFORMATION AND EXPLANATIONS FROM MANAGEMENT, INTERNAL AND EXTERNAL AUDITORS ETC. BASED ON THE DEFINED CRITERIA, EVALUATIONS WERE CONDUCTED FOR EACH DIRECTOR, COMMITTEES AND THE BOARD OF DIRECTORS. THE OBSERVATIONS AND FEEDBACK FROM THE DIRECTORS WERE DISCUSSED AND PRESENTED TO THE CHAIRMAN OF THE BOARD. THE PERFORMANCE EVALUATION OF NON-INDEPENDENT DIRECTORS, NAMELY, MR. P. K. KHERUKA, MR. SHREEVAR KHERUKA AND MR. RAJESH KUMAR CHAUDHARY AND THE ENTIRE BOARD WAS CARRIED OUT. THE EVALUATION OF PERFORMANCE OF THE INDEPENDENT DIRECTORS, NAMELY, MR. NAVEEN KUMAR KSHATRIYA, MS. ANUPA RAJIV SAHNEY, MR. KEWAL KUNDANLAL HANDA AND MR. KANWAR BIR SINGH ANAND WAS ALSO CONDUCTED. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS AND THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND DIRECTORS INCLUDING INDEPENDENT DIRECTORS, WAS FOUND TO BE SATISFACTORY. |