IN LINE WITH THE REQUIREMENTS OF THE ACT AND SEBI LISTING REGULATIONS, THE BOARD UNDERTOOK A FORMAL ANNUAL EVALUATION OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES, DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) & THE CHAIRMAN. NOMINATION & REMUNERATION COMMITTEE FRAMED QUESTIONNAIRES FOR EVALUATION OF PERFORMANCE OF THE BOARD AS A WHOLE, BOARD COMMITTEES, DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) AND THE CHAIRMAN. THE DIRECTORS WERE EVALUATED ON VARIOUS PARAMETERS SUCH AS, VALUE ADDITION TO DISCUSSIONS, LEVEL OF PREPAREDNESS, WILLINGNESS TO APPRECIATE THE VIEWS OF FELLOW DIRECTORS, COMMITMENT TO PROCESSES WHICH INCLUDE RISK MANAGEMENT, COMPLIANCE AND CONTROL, COMMITMENT TO ALL STAKEHOLDERS (SHAREHOLDERS, EMPLOYEES, VENDORS, CUSTOMERS ETC.), FAMILIARIZATION WITH RELEVANT ASPECTS OF COMPANY’S BUSINESS / ACTIVITIES AMONGST OTHER MATTERS. SIMILARLY, THE BOARD AS A WHOLE WAS EVALUATED ON PARAMETERS WHICH INCLUDED ITS COMPOSITION, STRATEGIC DIRECTION, FOCUS ON GOVERNANCE, RISK MANAGEMENT AND FINANCIAL CONTROLS. A SUMMARY REPORT OF THE FEEDBACK OF DIRECTORS ON THE QUESTIONNAIRE(S) WAS CONSIDERED BY THE INDEPENDENT DIRECTORS, NOMINATION & REMUNERATION COMMITTEE AND BOARD OF DIRECTORS MEETINGS RESPECTIVELY. ON THE BASIS OF OUTCOME OF EVALUATION QUESTIONNAIRE AND DISCUSSION OF THE BOARD, THE PERFORMANCE OF THE BOARD AS A WHOLE, BOARD COMMITTEES, DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) AND THE CHAIRMAN HAVE BEEN ASSESSED AS SATISFACTORY. A SEPARATE MEETING OF INDEPENDENT DIRECTORS WAS ALSO HELD TO REVIEW: PERFORMANCE OF THE NON – INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE; PERFORMANCE OF THE CHAIRMAN OF THE COMPANY CONSIDERING THE VIEWS OF OTHER DIRECTORS OF THE COMPANY; AND ASSESS 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. |