| THE BOARD EVALUATED THE EFFECTIVENESS OF ITS FUNCTIONING, THAT OF THE COMMITTEES AND OF INDIVIDUAL DIRECTORS, PURSUANT TO THE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS. THE BOARD SOUGHT THE FEEDBACK OF DIRECTORS ON VARIOUS PARAMETERS INCLUDING: ? DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES TOWARDS STAKEHOLDERS (BY WAY OF MONITORING CORPORATE GOVERNANCE PRACTICES, PARTICIPATION IN THE LONG-TERM STRATEGIC PLANNING, ETC.); ? STRUCTURE, COMPOSITION, AND ROLE CLARITY OF THE BOARD AND COMMITTEES; ? EXTENT OF CO-ORDINATION AND COHESIVENESS BETWEEN THE BOARD AND ITS COMMITTEES; ? EFFECTIVENESS OF THE DELIBERATIONS AND PROCESS MANAGEMENT; ? BOARD / COMMITTEE CULTURE AND DYNAMICS; AND ? QUALITY OF RELATIONSHIP BETWEEN BOARD MEMBERS AND THE MANAGEMENT. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017. THE CHAIRMAN OF THE BOARD HAD ONE-ON-ONE MEETINGS WITH EACH INDEPENDENT DIRECTOR AND THE CHAIRMAN OF NRC HAD ONE-ON-ONE MEETINGS WITH EACH EXECUTIVE AND NON-EXECUTIVE, NON-INDEPENDENT DIRECTORS. THESE MEETINGS WERE INTENDED TO OBTAIN DIRECTORS’ INPUTS ON EFFECTIVENESS OF THE BOARD / COMMITTEE PROCESSES.IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE, AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS AND THE BOARD AS A WHOLE. IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND THE MEETING OF NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS DISCUSSED. THE EVALUATION PROCESS ENDORSED THE BOARD MEMBERS’ CONFIDENCE IN THE ETHICAL STANDARDS OF THE COMPANY, THE RESILIENCE OF THE BOARD AND THE MANAGEMENT IN NAVIGATING THE COMPANY DURING CHALLENGING TIMES, COHESIVENESS AMONGST THE BOARD MEMBERS, CONSTRUCTIVE RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT, AND THE OPENNESS OF THE MANAGEMENT IN SHARING STRATEGIC INFORMATION TO ENABLE BOARD MEMBERS TO DISCHARGE THEIR RESPONSIBILITIES AND FIDUCIARY DUTIES. THE BOARD CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS AS PER THE FORMAL MECHANISM FOR SUCH EVALUATION ADOPTED BY THE BOARD. THE PERFORMANCE EVALUATION OF ALL THE DIRECTORS WAS CARRIED OUT BY THE NOMINATION AND REMUNERATION COMMITTEE. THE PERFORMANCE EVALUATION OF THE CHAIRMAN, THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE EXERCISE OF PERFORMANCE EVALUATION WAS CARRIED OUT THROUGH A STRUCTURED EVALUATION PROCESS COVERING VARIOUS ASPECTS OF THE BOARD FUNCTIONING SUCH AS COMPOSITION OF THE BOARD & COMMITTEES, EXPERIENCE & COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES & OBLIGATIONS, CONTRIBUTION AT THE MEETINGS AND OTHERWISE, INDEPENDENT JUDGMENT, GOVERNANCE ISSUES ETC.PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD HAS CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF THE DIRECTORS INDIVIDUALLY AS WELL AS EVALUATION OF THE WORKING OF THE BOARD BY WAY OF INDIVIDUAL FEEDBACK FROM DIRECTORS.THE EVALUATION FRAMEWORKS WERE THE FOLLOWING KEY AREAS: A) FOR NON-EXECUTIVE & INDEPENDENT DIRECTORS: ? KNOWLEDGE ? PROFESSIONAL CONDUCT ? COMPLY SECRETARIAL STANDARD ISSUED BY ICSI DUTIES ? ROLE AND FUNCTIONS B) FOR EXECUTIVE DIRECTORS: ? PERFORMANCE AS LEADER ? EVALUATING BUSINESS OPPORTUNITY AND ANALYSIS OF RISK REWARD SCENARIOS ? KEY SET INVESTMENT GOAL ? PROFESSIONAL CONDUCT AND INTEGRITY ? SHARING OF INFORMATION WITH BOARD. ? ADHERENCE APPLICABLE GOVERNMENT LAW THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |