THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY EMPOWERS THE NOMINATION AND REMUNERATION COMMITTEE TO FORMULATE A PROCESS FOR EFFECTIVE EVALUATION OF THE PERFORMANCE OF INDIVIDUAL DIRECTORS, COMMITTEES OF THE BOARD AND THE BOARD AS A WHOLE. THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS HAVE PREPARED CRITERIA FOR EVALUATION OF THE PERFORMANCE OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS. IN A SEPARATE MEETING HELD ON 22 ND FEBRUARY, 2024, THE INDEPENDENT DIRECTORS EVALUATED THE PERFORMANCE OF NON- INDEPENDENT DIRECTORS, COMMITTEES OF THE BOARD AND PERFORMANCE OF THE BOARD AS A WHOLE INCLUDING THE CHAIRMAN OF THE BOARD AND THE MANAGING DIRECTOR. THE EXERCISE FOR EVALUATION WAS CARRIED OUT THROUGH A STRUCTURED QUESTIONNAIRE SPECIFICALLY DESIGNED FOR THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS. THE BOARD’S FUNCTIONING WAS EVALUATED ON VARIOUS ASPECTS, INTER ALIA, INCLUDING ITS STRUCTURE, STRATEGIC DIRECTION, MEETING EFFECTIVENESS, STAKEHOLDER VALUE AND RESPONSIBILITY, PERFORMANCE MANAGEMENT, INFORMATION MANAGEMENT, GOVERNANCE, COMPLIANCE AND OVERALL PERFORMANCE METRICS. THE DIRECTORS WERE EVALUATED ON ASPECTS SUCH AS STRATEGY, FUNCTION, ETHICS AND VALUES, TEAM PLAYER, SELF- DEVELOPMENT AND OTHER GENERAL CRITERIA. THE COMMITTEES OF THE BOARD WERE EVALUATED ON ASPECTS SUCH AS MANDATE, COMPOSITION AND TERMS OF REFERENCE OF THE COMMITTEES, REVIEWS AND DECISION MAKING, CORE GOVERNANCE AND COMPLIANCE AS A WHOLE. ADDITIONALLY, THE PERFORMANCE EVALUATIONS OF THE INDEPENDENT DIRECTORS WERE CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. |