| A STRONG AND ROBUST BOARD EVALUATION FRAMEWORK IS REFLECTION TO OUR COMMITMENT TO ETHICAL CONDUCT, TRANSPARENCY AND RESPONSIBLE GOVERNANCE. IT IS VITAL TO MAINTAIN ORGANISATION’S RESILIENCE AND LONG-TERM STABILITY AS IT ENHANCES THE BOARD EFFECTIVENESS AND DECISION MAKING THROUGH CONSTRUCTIVE FEEDBACK, REALIGNMENT OF STRATEGIES, AND STRENGTHENING OF THE SYSTEMS AND PROCESSES, WHICH REINFORCES THE TRUST OF STAKEHOLDERS WHO HAVE PLACED CONFIDENCE. THE NRC APPROVES THE PROCESS, FORMAT, ATTRIBUTES AND CRITERIA FOR THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN, WHICH IS ALIGNED TO GLOBAL BEST PRACTICES. THE CRITERIA FOR PERFORMANCE EVALUATION INTER-ALIA, PROVIDES PARAMETERS SUCH AS RELEVANT EXPERIENCE AND SKILL, PREPAREDNESS AND CONSTRUCTIVE CONTRIBUTION, PARTICIPATION IN STRATEGIC LONG-TERM PLANNING, INTEGRITY, FOCUS ON STAKEHOLDER VALUE CREATION, MONITORING CORPORATE GOVERNANCE PRACTICES, AND BOARD/ COMMITTEE CULTURE AND DYNAMICS. THE RESULTS OF EVALUATIONS ARE DISCUSSED AT EACH COMMITTEE MEETING AND THE MEETING OF THE INDEPENDENT DIRECTORS. THE SUMMARISED RESULTS ARE PRESENTED TO THE BOARD OF DIRECTORS BY CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE AND ALSO DISCUSSED WITH THE INDIVIDUAL DIRECTORS.EVALUATION CRITERIA BOARD: DIVERSITY, COMPOSITION, STRUCTURE, EFFECTIVENESS OF BOARD MEETINGS, BOARD PRACTICES, PERFORMANCE OF SPECIFIC DUTIES, BALANCED APPROACH ON DEVOTION OF TIME TOWARDS STRATEGIES, BUSINESS, GOVERNANCE AND COMPLIANCE.BOARD COMMITTEES: COMMITTEE COMPOSITION, DIVERSITY, SKILLS, EXPERIENCE, EFFECTIVENESS OF PERFORMANCE BASIS THE CHARTER, DECISION MAKING AND CONTRIBUTION TO THE BOARD.INDIVIDUAL DIRECTORS: DEVOTION OF TIME, CONTRIBUTION AT THE MEETING, PREPAREDNESS OF MEETINGS, ATTENDANCE, QUALITY OF INPUTS, LEADERSHIP SKILLS, COMPETENCE, ABILITY TO BRING IN DIFFERENT PERSPECTIVES, INDEPENDENT JUDGMENT, KNOWLEDGE, ETC.INDEPENDENT DIRECTORS: THE INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED ON INDEPENDENCE, EXPERTISE AND INDEPENDENT JUDGMENT, OUT-SIDE IN PERSPECTIVE, GUIDANCE, CONTRIBUTION TO THE BOARD EFFECTIVENESS.CHAIRMAN: THE CHAIRMAN IS ADDITIONALLY EVALUATED ON VISION, STRATEGIC THINKING, MODERATION CAPABILITIES AT THE MEETINGS, ENCOURAGING PARTICIPATION OF ALL THE BOARD MEMBERS, LEADERSHIP MANAGEMENT, BOARD MANAGEMENT, OPENNESS TO CONSTRUCTIVE FEEDBACKS.OUTCOME 1. THE BOARD CONCURRED THAT THERE EXIST ADEQUATE SYSTEMS AND PROCESSES FOR FLOW OF INFORMATION FROM THE COMPANY TO THE BOARD. STRUCTURED MEETINGS AND AGENDA ALLOWS THE BOARD AND COMMITTEES TO ALLOCATE ADEQUATE TIME FOR STRATEGIC MATTERS WHILE ENSURING SUFFICIENT TIME IS ALLOCATED FOR COMPLIANCE, GOVERNANCE AND RISK MATTERS. 2. THE BOARD EXPRESSED ITS SATISFACTION ON THE WELL BALANCED BOARD AND COMMITTEE STRUCTURE WITH DIRECTORS FROM DIVERSE BACKGROUND, EXPERIENCE AND EXPERTISE CONTRIBUTING TO OVERALL EFFECTIVENESS OF THE BOARD DECISION MAKING THROUGH OBJECTIVE AND CONSTRUCTIVE DISCUSSION AT THE BOARD LEVEL WHICH ARE ALIGNED TO COMPANY’S STRATEGY.3. WITH EVOLVING BUSINESS, REGULATORY AND POLITICAL ENVIRONMENT, THE BOARD WILL ACTIVELY ENGAGE WITH THE MANAGEMENT TO FURTHER SHARPEN ITS FOCUS ON STRENGTHENING THE RISK MANAGEMENT, ESG, EMERGING TECHNOLOGY AND ELEVATION OF ITS GOVERNANCE PRACTICE THROUGH VARIOUS PREVIOUS INTERVENTIONS. D. ACTIONS TAKEN FROM THE OUTCOME OF THE EVALUATION PROCESS OF LAST YEAR THE BOARD AND ITS COMMITTEES CONTINUED TO STRENGTHEN ROBUST GOVERNANCE PRACTICES, DISCLOSURES, AND UPDATES AT BOARD AND COMMITTEE MEETINGS DURING THE YEAR, WHICH ENHANCED OVERALL BOARD EFFECTIVENESS. |