IN TERMS OF PROVISIONS OF THE COMPANIES ACT, 2013 NOMINATION CUM REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY SPECIFIED THE MANNER FOR EFFECTIVE EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. BASED ON THE SAME, THE BOARD CARRIED OUT ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF ITS COMMITTEES, INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS DURING THE YEAR. COMPANY HAD ADOPTED THE EVALUATION PARAMETERS AS SUGGESTED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA AND SECURITIES AND EXCHANGE BOARD OF INDIA WITH SUITABLE CHANGES FROM COMPANY’S PERSPECTIVE. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION FLOW TO BOARD, FUNCTIONING OF THE BOARD, ETC. THE PERFORMANCE OF COMMITTEES WAS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE WORKING, INDEPENDENCE, ETC. THE BOARD EVALUATED THE PERFORMANCE OF INDIVIDUAL DIRECTOR ON THE BASIS OF CRITERIA SUCH AS ATTENDANCE AND CONTRIBUTION OF DIRECTOR AT BOARD/COMMITTEE MEETINGS, ADHERENCE TO ETHICAL STANDARDS AND CODE OF CONDUCT OF THE COMPANY, INTER-PERSONAL RELATIONS WITH OTHER DIRECTORS, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN THE BOARD/ COMMITTEE MEETINGS, ETC. FOR THE ABOVE EVALUATION, THE BOARD MEMBERS COMPLETED QUESTIONNAIRES PROVIDING FEEDBACK ON DIFFERENT PARAMETERS AS ALREADY STATED ABOVE INCLUDING ON PERFORMANCE OF BOARD / COMMITTEES / DIRECTORS, ENGAGEMENT LEVELS, INDEPENDENCE OF JUDGMENT AND OTHER CRITERIA. THIS IS FOLLOWED WITH REVIEW AND DISCUSSIONS AT THE LEVEL OF BOARD. THE RESULTS OF EVALUATION SHOWED HIGH LEVEL OF COMMITMENT AND ENGAGEMENT OF BOARD, ITS VARIOUS COMMITTEES AND WORKING DIRECTORS. IN A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS, PERFORMANCE EVALUATION OF NON- INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND PERFORMANCE EVALUATION OF CHAIRMAN WAS CARRIED OUT, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD WHICH IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES WERE ALSO EVALUATED IN THE SAID MEETING. THE INDEPENDENT DIRECTORS WELL APPRECIATED THE FUNCTIONING OF THE BOARD OF DIRECTORS, WORKING DIRECTORS AS WELL AS COMMITTEE OF THE BOARD. THEY WERE ALSO HIGHLY SATISFIED WITH LEADERSHIP ROLE PLAYED BY THE CHAIRMAN. |