| THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY HAS APPROVED A COMPREHENSIVE NOMINATION AND REMUNERATION POLICY, WHICH INCLUDES THE CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THE POLICY HAS BEEN DULY APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS. IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF ITS COMMITTEES, AND THAT OF INDIVIDUAL DIRECTORS. THE EVALUATION PROCESS WAS STRUCTURED THROUGH A DETAILED QUESTIONNAIRE ADDRESSING VARIOUS PARAMETERS, INCLUDING: • COMPOSITION AND STRUCTURE OF THE BOARD AND ITS COMMITTEES • EFFECTIVENESS OF BOARD PROCESSES AND INFORMATION FLOW • QUALITY OF DECISION-MAKING AND BOARD DISCUSSIONS • PERFORMANCE OF INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS AND THE CHAIRPERSON THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS CONDUCTED BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE NOMINATION AND REMUNERATION COMMITTEE ALSO REVIEWED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. FEEDBACK FROM THE EVALUATION PROCESS WAS DELIBERATED IN BOARD MEETINGS AND NOTED FOR IMPLEMENTATION AND FURTHER IMPROVEMENT WHEREVER NECESSARY. THE BOARD’S ASSESSMENT ENCOMPASSED, AMONG OTHER ASPECTS, THE CLARITY OF ROLES AND RESPONSIBILITIES OF DIRECTORS, CONTRIBUTION TO STRATEGIC PLANNING, EFFECTIVENESS OF RISK MANAGEMENT, UNDERSTANDING OF OPERATIONAL PROGRAMS, TIMELY RECEIPT OF FINANCIAL AND OPERATIONAL REPORTS, MONITORING PROGRESS AGAINST STRATEGIC GOALS, FREQUENCY AND EFFECTIVENESS OF BOARD AND COMMITTEE MEETINGS, AND OVERALL GOVERNANCE PRACTICES. THE OUTCOMES OF THE EVALUATIONS CONDUCTED BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE INDEPENDENT DIRECTORS WERE PRESENTED TO THE BOARD. BASED ON THESE OUTCOMES, THE BOARD DISCUSSED AND FORMULATED ACTIONABLE PLANS OR SUGGESTIVE MEASURES TO ADDRESS ANY IDENTIFIED AREAS FOR IMPROVEMENT. THE DIRECTORS EXPRESSED SATISFACTION WITH THE EVALUATION PROCESS, ITS IMPLEMENTATION, AND THE RESULTS, AFFIRMING THAT THE EXERCISE HAS CONTRIBUTED TO ENHANCED GOVERNANCE AND OVERALL BOARD EFFECTIVENESS. |