PURSUANT TO THE PROVISIONS OF SECTION 178(2) READ WITH SCHEDULE IV OF THE ACT AND REGULATION 19 OF SEBI LISTING REGULATIONS AND SEBI GUIDANCE NOTE ON THE BOARD EVALUATION DATED JANUARY 05, 2017 AND AS PER THE PERFORMANCE EVALUATION FRAMEWORK APPROVED BY THE NOMINATION & REMUNERATION COMMITTEE (“NRC”) AND ALSO CONCURRED BY THE BOARD, THE BANK HAS CARRIED OUT THE PERFORMANCE EVALUATION OF THE DIRECTORS INCLUDING CHAIRMAN, MANAGING DIRECTOR & CEO, BOARD LEVEL COMMITTEES AND BOARD AS A WHOLE FOR THE FY 2022-23. THE CRITERIA FOR THE PERFORMANCE EVALUATION OF THE BOARD INCLUDE VARIOUS ASPECTS, SUCH AS STRUCTURE, MEETINGS, APPOINTMENTS, AGENDA, DISCUSSIONS, ROLES AND RESPONSIBILITIES, EVALUATION OF RISKS, STRATEGY, GOVERNANCE AND COMPLIANCE, CONFLICT OF INTEREST, ETC. FURTHER, THE CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD COMMITTEES INCLUDE VARIOUS ASPECTS, SUCH AS, MANDATE AND COMPOSITION, EFFECTIVENESS, MEETINGS, AGENDA, MINUTES, DISCUSSION AND DISSENT, INDEPENDENCE, ETC. THE CRITERIA FOR THE PERFORMANCE EVALUATION OF THE DIRECTORS INCLUDE VARIOUS ASPECTS, SUCH AS, KNOWLEDGE AND COMPETENCE, SKILL SETS, EXPERTISE, INTEGRITY, FUNCTIONING, CONTRIBUTION TOWARDS BOARD DELIBERATIONS & DECISION-MAKING PROCESS, ATTENDANCE, TEAMWORK, CORPORATE GOVERNANCE, ETC., AND IN CASE OF INDEPENDENT DIRECTORS, ADDITIONAL PARAMETERS INCLUDE FULFILMENT OF THE CRITERIA OF INDEPENDENCE, INTEGRITY AND THEIR INDEPENDENCE FROM THE MANAGEMENT. ALL DIRECTORS PROVIDED THEIR RESPONSES TO THE QUESTIONNAIRES BASED ON THE AFORESAID CRITERIA. FURTHER, AT A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE PERFORMANCE OF THE BOARD AS A WHOLE WERE REVIEWED BASED ON THE ABOVEMENTIONED CRITERIA. THE REPORT ON BOARD EVALUATION WAS PLACED BEFORE THE NRC AND BOARD. THE CHAIRMAN OF THE BOARD AND THE CHAIRPERSON OF THE NRC AND AN INDEPENDENT DIRECTOR WHO CHAIRED THE MEETING OF THE INDEPENDENT DIRECTORS TOOK THE LEAD IN THE PROCESS OF EVALUATION AND SHARED THE FEEDBACK TO THE BOARD. THE BOARD DELIBERATED UPON THE OUTCOME OF THE EVALUATION REPORT AND FOUND THE PERFORMANCE OF THE BOARD AS A WHOLE, THE BOARD COMMITTEES, THE CHAIRMAN, THE MANAGING DIRECTOR & CEO AND OTHER INDIVIDUAL DIRECTORS TO BE SATISFACTORY. |