THE BOARD OF DIRECTORS IS COMMITTED TO CONTINUED IMPROVEMENT IN ITS EFFECTIVENESS. ACCORDINGLY, THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS PARTICIPATED IN THE ANNUAL FORMAL EVALUATION OF ITS PERFORMANCE. THIS WAS DESIGNED TO ENSURE, AMONGST OTHER THINGS, THAT THE BOARD, ITS COMMITTEES AND EACH DIRECTOR CONTINUE TO CONTRIBUTE EFFECTIVELY. EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INVOLVED STRUCTURED QUESTIONNAIRE-DRIVEN DISCUSSIONS THAT COVERED A NUMBER OF KEY AREAS / EVALUATION CRITERIA INCLUDING THE ROLES AND RESPONSIBILITIES, SIZE AND COMPOSITION OF THE BOARD AND ITS COMMITTEES, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN THE MEETINGS, DYNAMICS OF THE BOARD AND ITS COMMITTEES AND THE RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT. CHAIRMAN OF THE BOARD OF DIRECTORS HAD MEETINGS WITH THE INDEPENDENT DIRECTORS. CHAIRMAN OF THE NOMINATION & REMUNERATION COMMITTEE HAD MEETINGS WITH THE NON- INDEPENDENT DIRECTORS. INDEPENDENT DIRECTORS, AT THEIR MEETING LED BY THE CHAIRMAN OF THE NOMINATION & REMUNERATION COMMITTEE, REVIEWED THE PERFORMANCE OF THE CHAIRMAN, NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE IN RESPECT OF THE FINANCIAL YEAR UNDER REVIEW. THE INDEPENDENT DIRECTORS, IN THE SAID MEETING, ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THESE MEETINGS WERE INTENDED TO OBTAIN DIRECTORS’ INPUTS ON EFFECTIVENESS OF THE BOARD/ COMMITTEE PROCESSES. THE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CONDUCTED BY THE ENTIRE BOARD OF DIRECTORS WHICH INCLUDED PERFORMANCE OF THE DIRECTORS AND FULFILMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN THE LISTING REGULATIONS AND THEIR INDEPENDENCE FROM THE MANAGEMENT. IN THE ABOVE EVALUATION, THE DIRECTORS WHO WERE SUBJECT TO EVALUATION DID NOT PARTICIPATE. THE RESULTS OF THE EVALUATION WERE DISCUSSED WITH THE RELEVANT COMMITTEES AND COLLECTIVELY BY THE BOARD AS A WHOLE. CONSTRUCTIVE FEEDBACK WAS ALSO SOUGHT ON THE CONTRIBUTIONS OF INDIVIDUAL DIRECTORS. FORMAL ANNUAL EVALUATION WAS CARRIED OUT IN COMPLIANCE WITH ALL THE APPLICABLE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS. DURING THE BOARD EVALUATION, IT WAS OBSERVED THAT THE BOARD OF DIRECTORS, AS A WHOLE, IS FUNCTIONING AS AN INTEGRATED BODY HELPING THE BOARD DISCUSSION TO BE RICH AND VALUE ADDING. THE BOARD HAS AN OPTIMUM BALANCE OF DISCUSSION BETWEEN OPERATIONAL AND STRATEGIC ISSUES. THE BOARD IS PROACTIVELY ENGAGED ON THE KEY MATTERS CONCERNING TALENT, STRATEGY, GOVERNANCE, ETC. THERE ARE SPECIFIC AREAS IDENTIFIED BY THE BOARD AS A PART OF THIS EVALUATION EXERCISE FOR THE BOARD TO ENGAGE ITSELF WITH. THE DIRECTORS WERE SATISFIED WITH THE EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEES WITH THE COMPANY. |