THE BOARD OF DIRECTORS UPON RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN THE CRITERIA FOR PERFORMANCE EVALUATION OF BOARD OF THE COMPANY, ITS COMMITTEES AND THE INDIVIDUAL BOARD MEMBERS, INCLUDING INDEPENDENT DIRECTORS, AND ACCORDINGLY, AN ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT PURSUANT TO THE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS, 2015. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON 5TH JANUARY, 2017. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. AT A SEPARATE BOARD MEETING, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. THE DIRECTORS WERE SATISFIED WITH THE EVALUATION RESULTS, WHICH REFLECTED THE OVERALL COMMITMENT AND SENSE OF DUTY. THE BOARD HAS ALSO ADOPTED A BOARD DIVERSITY POLICY. |