THE BOARD EVALUATION IS AN ESSENTIAL PART OF THE COMPANY'S COMMITMENT TO GOOD CORPORATE GOVERNANCE. BY CONDUCTING AN ANNUAL EVALUATION OF ITS BOARD, COMMITTEES, AND INDIVIDUAL MEMBERS, THE COMPANY DEMONSTRATES ITS COMMITMENT TO TRANSPARENCY, ACCOUNTABILITY, AND EFFECTIVE GOVERNANCE. IT ENABLES THE BOARD TO IDENTIFY AREAS WHERE IT CAN IMPROVE ITS PERFORMANCE AND ENSURES THAT THE COMPANY'S GOVERNANCE PRACTICES REMAIN IN LINE WITH BEST PRACTICES. PROCESS OF EVALUATION TO EVALUATE THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS, THE NOMINATION AND REMUNERATION COMMITTEE LED AN INTERNAL EVALUATION PROCESS IN ACCORDANCE WITH THE ACT AND THE LISTING REGULATIONS. TO FACILITATE THE EVALUATION PROCESS, QUESTIONNAIRE WAS DEVELOPED BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) ON JANUARY 5, 2017 AND SENT TO ALL DIRECTORS TO SOLICIT FEEDBACK ON THE FUNCTIONING OF THE BOARD AND THE COMMITTEES OF WHICH THEY WERE A MEMBER OR CHAIRPERSON AS WELL AS SELF-ASSESSMENT BY INDIVIDUAL DIRECTORS INCLUDING CHAIRPERSON. THE RESPONSES RECEIVED FROM THE BOARD MEMBERS WERE COMPILED AND SUBMITTED TO THE CHAIRMAN OF THE NRC AND THE CHAIRMAN OF THE BOARD. THE CONSOLIDATED RESPONSES WERE ALSO PRESENTED AT A MEETING OF THE INDEPENDENT DIRECTORS, THE NOMINATION AND REMUNERATION COMMITTEE, AND THE BOARD FOR EVALUATION. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND 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 ABOVE EVALUATIONS WERE THEN DISCUSSED AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND THE NRC, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND 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 ABOVE EVALUATIONS WERE THEN DISCUSSED AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND THE NRC, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. EVALUATION OF THE BOARD THE NOMINATION AND REMUNERATION COMMITTEE TOOK THE LEAD IN EVALUATING THE PERFORMANCE AND EFFECTIVE FUNCTIONING OF THE BOARD. THE EVALUATION PROCESS WAS DESIGNED TO ASSESS THE BOARD'S OVERALL PERFORMANCE AND INCLUDED THE USE OF A QUESTIONNAIRE TO GATHER FEEDBACK FROM ALL DIRECTORS BASED ON QUALITATIVE PARAMETERS AND RATINGS. THE EVALUATION PROCESS WAS COMPREHENSIVE AND COVERED VARIOUS ASPECTS SUCH AS THE EFFECTIVENESS OF BOARD MEETINGS, THE COMPOSITION AND ROLE OF THE BOARD, ITS FUNCTIONING (INCLUDING STRATEGY AND PERFORMANCE EVALUATION), GOVERNANCE AND COMPLIANCE, EVALUATION OF RISKS, CONFLICTS OF INTEREST, CORPORATE CULTURE AND ETHICS, EVALUATION OF PERFORMANCE OF THE MANAGEMENT AND FEEDBACK, INDEPENDENCE OF THE MANAGEMENT FROM THE BOARD, FUNCTIONING OF BOARD COMMITTEES. THE BOARD'S EFFECTIVENESS WAS EVALUATED UNDER DIFFERENT PARAMETERS TO ENSURE THAT IT WAS FUNCTIONING OPTIMALLY. |