THE BOARD OF DIRECTORS, ON THE RECOMMENDATION OF THE NRC HAS ADOPTED A FRAMEWORK FOR PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, INDIVIDUAL DIRECTORS, AND THE CHAIRPERSON THROUGH A SURVEY QUESTIONNAIRE. THE SURVEY QUESTIONNAIRE BROADLY COVERS VARIOUS ASPECTS OF BOARD FUNCTIONING, THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, CULTURE, EXECUTION, AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, AND GOVERNANCE. THE EVALUATION PARAMETERS ARE BASED ON THE EXECUTION OF SPECIFIC DUTIES, QUALITY, DELIBERATION AT THE MEETING, INDEPENDENCE OF JUDGMENT, DECISION MAKING, THE CONTRIBUTION OF DIRECTORS AT THE MEETINGS AND THE FUNCTIONING OF THE COMMITTEES. THE BOARD OF DIRECTORS HAS EVALUATED THE PERFORMANCE OF ALL INDEPENDENT DIRECTORS, NON-INDEPENDENT DIRECTORS, COMMITTEES, THE CHAIRPERSON, AND THE BOARD, AS A WHOLE. THE BOARD DELIBERATED ON VARIOUS EVALUATION ATTRIBUTES FOR ALL DIRECTORS AND AFTER DUE DELIBERATIONS MADE AN OBJECTIVE ASSESSMENT AND EVALUATED THAT ALL THE DIRECTORS IN THE BOARD HAVE ADEQUATE EXPERTISE DRAWN FROM DIVERSE INDUSTRIES AND BUSINESS AND BRING SPECIFIC COMPETENCIES RELEVANT TO THE COMPANY’S BUSINESS AND OPERATIONS. THE BOARD OF DIRECTORS ALSO APPRAISED THE PERFORMANCE OF THE INDEPENDENT DIRECTORS, THEIR FULFILMENT OF INDEPENDENCE CRITERIA SPECIFIED BY THE ACT AND SEBI LISTING REGULATIONS, AND WELL AS THEIR INDEPENDENCE FROM MANAGEMENT. THE DIRECTOR BEING EVALUATED DID NOT PARTICIPATE IN THE EVALUATION PROCESS. THE BOARD ALSO NOTED THAT THE TERM OF REFERENCE AND COMPOSITION OF THE COMMITTEES WAS CLEARLY DEFINED. THE COMMITTEE PERFORMED THEIR DUTIES DILIGENTLY AND CONTRIBUTED EFFECTIVELY TO THE DECISIONS OF THE BOARD. IN ADDITION TO THE ABOVE, YOUR COMPANY FOLLOWING OUR EXCELLENCE IN CORPORATE GOVERNANCE HAS STEERED A BOARD EVALUATION PROCESS BY APPOINTING AN INDEPENDENT EXTERNAL AGENCY TO FURTHER ENHANCE THE EFFICIENCY AND EFFECTIVENESS OF OUR GOVERNANCE PROCESSES. WHEREIN THEY EXAMINED OUR INTERNAL QUESTIONNAIRE REPORT, BOTH NUMERIC AS WELL AS QUALITATIVE, THAT WERE SENT DIRECTLY TO THE BOARD MEMBERS ON A CONFIDENTIAL BASIS. THE INDEPENDENT EXTERNAL EXPERT ALSO HAD INDIVIDUAL CONVERSATIONS WITH EACH BOARD MEMBER AND DEVELOPED SEPARATE EVALUATION REPORTS. SUBSEQUENTLY, THE INDEPENDENT EXTERNAL EXPERT COLLATED REPORTS FOR (A) THE BOARD AS A WHOLE, (B) THE CHAIRMAN OF THE BOARD, (C) INDIVIDUAL DIRECTORS, BOTH INDEPENDENT AND NON- NON-INDEPENDENT, AND (D) FOR EACH OF THE BOARD COMMITTEES SEPARATELY. THE ASSESSMENT OF INDIVIDUAL DIRECTORS WAS SENT SEPARATELY TO THE CONCERNED DIRECTORS. THE RESULTS OF THE EVALUATION OF THE BOARD AND ITS VARIOUS COMMITTEES WERE SUBSEQUENTLY DISCUSSED BY THE BOARD AT ITS MEETING AND THE AREAS FOR IMPROVEMENT OF THE FUNCTIONING OF THE BOARD AND COMMITTEES WERE NOTED. |