ONE OF THE KEY FUNCTIONS OF THE BOARD IS TO MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. THE NOMINATION AND REMUNERATION COMMITTEE IN CONSULTATION WITH THE BOARD, HAD LAID DOWN THE EVALUATION CRITERIA FOR THE PERFORMANCE OF THE CHAIRPERSON, BOARD, COMMITTEES OF THE BOARD, AND EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTORS THROUGH PEER EVALUATION, EXCLUDING THE DIRECTOR BEING EVALUATED, WHICH INCLUDES THE FOLLOWING: THE BOARD: COMPOSITION, QUALITY & CULTURE, AGENDA, DYNAMICS, STRATEGY, BUSINESS PERFORMANCE, SUCCESSION PLANNING, RISK MANAGEMENT, BOARD AND MANAGEMENT RELATIONS, CONTINUOUS IMPROVEMENT, AMONG OTHERS. THE COMMITTEES: COMPOSITION, PROCESS & DYNAMICS, EFFECTIVENESS, STRUCTURE, MEETINGS, INDEPENDENCE OF THE COMMITTEE, CONTRIBUTION TO DECISION MAKING OF THE BOARD, AMONG OTHERS. INDIVIDUAL DIRECTORS (INCLUDING CHAIRPERSON, MANAGING DIRECTOR, INDEPENDENT DIRECTORS AND NON-INDEPENDENT DIRECTORS): QUALIFICATION & EXPERIENCE, LEADERSHIP, GOVERNANCE, COMMITMENT, CONTRIBUTION, EXPERTISE, INDEPENDENCE, INTEGRITY, ATTENDANCE, RESPONSIBILITY, AMONG OTHERS. FURTHER, THE BOARD HAD AGREED TO UNDERTAKE THE BOARD EVALUATION BY AN EXTERNAL AGENCY, AT LEAST ONCE IN 3 (THREE) FINANCIAL YEARS. FOR FY 2023-24, THE BOARD HAD UNDERTAKEN THE PERFORMANCE EVALUATION EXERCISE THROUGH SELFEVALUATION QUESTIONNAIRES. THESE QUESTIONNAIRES FOCUSED ON CRITICAL ASPECTS SUCH AS BOARD COMPOSITION, BOARD DYNAMICS, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES AMONGST, OTHER KEY CRITERIA.THE FEEDBACK-CUM-ASSESSMENT OF INDIVIDUAL DIRECTORS, THE BOARD AND ITS COMMITTEES, WERE COMPILED AND THE PERFORMANCE EVALUATION REPORT WAS DISCUSSED BY INDEPENDENT DIRECTORS AND THE BOARD / COMMITTEES FOR THE FY 2023-24 AND IT WAS UNANIMOUSLY AGREED TO TAKE UP KEY SUGGESTIONS FOR ACTION. THE OUTCOME OF THE PERFORMANCE EVALUATION PROCESS FOR FY 2023-24 AND THE ACTIONS THEREON ARE SUMMARISED BELOW: THE DIRECTORS WERE REPORTED TO HAVE SUCCESSFULLY IMPLEMENTED THE BEST CORPORATE GOVERNANCE PRACTICES AND EFFECTIVELY PERFORMED THEIR ROLE. THE BOARD COMPOSITION, QUALITY AND CULTURE, BOARD AGENDA & MEETINGS, RISK MANAGEMENT ASPECTS AS WELL AS THE BOARD AND MANAGEMENT RELATIONSHIP WERE FOUND TO BE SATISFACTORY. THE BOARD COMMITTEES CONTINUE TO BE EFFECTIVE IN TERMS OF ITS COMPOSITION, FUNCTIONING AND CONTRIBUTIONS. AS PART OF THE EVALUATION PROCESS, DIRECTORS WERE PROMPTED TO SHARE SUGGESTIONS TOWARDS ENHANCING BOARD EFFECTIVENESS BY THE BOARD AND THE MANAGEMENT AND ALSO TO STATE THE TOP THREE ISSUES WHICH THE BOARD NEEDS TO ADDRESS IN NEAR FUTURE. RESPONSE FROM THE DIRECTORS WERE SOUGHT AS TO HOW IMPORTANT ARE IMPROVEMENTS IN VARIOUS SPECIFIED AREAS FOR THE BOARD OVER THE NEXT 6-12 MONTHS. ADDITIONALLY, INPUTS WERE GATHERED ON ENHANCING THE SENIOR LEADERSHIP TEAM’S EFFECTIVENESS. THE BOARD SUGGESTED TO HAVE EXPERTS INVITED TO SHARE RELEVANT TRENDS AND OPPORTUNITIES PERTAINING TO THE BUSINESS. IT WAS SUGGESTED THAT THE BOARD SHOULD HAVE A RANGE OF APPROPRIATE PERFORMANCE INDICATORS THAT ARE USED TO EVALUATE THE PERFORMANCE OF THE MANAGEMENT. THE BOARD ALSO SUGGESTED ON MORE FREQUENT REVIEW OF SUCCESSION PLANNING, AMONGST OTHER MATTERS. AN OVERVIEW OF THE SUGGESTIONS AS DRAWN FROM THE EVALUATION EXERCISE WAS DELIBERATED UPON AND RECOMMENDED FOR IMPLEMENTATION. |