Integrated Annual Report 2024-25 94 to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends, ability to maintain independence, etc. Performance Evaluation indicators for Independent Directors include contributing to and monitoring Corporate Governance Practices, introduce International Best Practices to address Business Challenges and Risks and Participation in Long Term Strategic Planning. Criteria for Chairman The performance evaluation of Chairman of the Board was based on various criteria, inter alia, including style of Chairman’s leadership, effective engagement with other Board members during and outside the meetings, allocation of time provided to other Board members at the meetings, effective engagement with shareholders during general meetings, etc. Criteria for Managing Director and Executive Director The performance evaluation of Managing Director and Executive Director was based on various criteria, inter alia, including standards of integrity, fairness and transparency demonstrated, identification of strategic targets, anticipation of future demands and opportunities, resource staffing to meet short term and long term goals, engagement with Board members, updating Board on significant issues, commitment to organisational values, vision and mission, adaptation to meet changing circumstances, knowledge and sensitivity of stakeholders’ needs within and outside the Company. Results of Evaluation The results of the Evaluation for the year under review were shared with the Board, Chairman of respective Committees and individual Directors. The results of Evaluation showed high level of commitment and Engagement of Board, its various Committees and Senior leadership. As part of the outcome of the Performance Evaluation exercise it was noted that the Board is Independent, operates at a high level of Governance Standards and is committed to creating value for all stakeholders. It was also noted that the Meetings of the Board are well planned and run effectively by the Chair, its Committees are managed well and continue to perform on their respective focus areas of Governance and Internal Controls. As part of the Company’s annual strategy planning process, the Company organised a Strategy Offsite with the Board to deliberate on various topics related to strategic planning, progress of ongoing strategic initiatives, risks to strategy execution and the need for new strategic programs to achieve the Company’s long-term objectives. The evaluation outcomes for the year under review were thoroughly deliberated upon with the Board Members, Committee Chairpersons, and individual Directors. The Board Evaluation reaffirms the Board’s strong commitment to governance and strategic oversight, as evidenced by the proactive leadership of its members, the effectiveness of Committees and the engagement of senior management. A key insight highlights the Board’s independence and steadfast dedication to upholding rigorous governance standards, ensuring transparency and fostering sustainable value creation for stakeholders. The evaluation also highlights the efficiency and strategic organization of Board Meetings, which are meticulously planned and effectively led by the Chair to ensure productive discussions and informed decision-making. Additionally, the Committees have also showcased effective management and performance, particularly in governance and internal controls, reflecting their dedication to maintaining high standards in their respective areas of focus. Based on the outcome of the performance evaluation for the year under review, the Board has agreed to maintain the High Standards of Governance, Visibility and Interaction in the coming years. The Directors expressed their satisfaction with the Evaluation process. During the year under review, GNRC ascertained and reconfirmed that the deployment of “questionnaire” as a methodology, is effective for evaluation of performance of the Board and Committees and individual Directors. Retirement of Company Secretary and Compliance Officer During the year, the Board at its Meeting held on 31st March, 2025, noted and approved the Retirement of Mr. Narayan Shankar (ICSI Membership No. A8666), Company Secretary of the Company with effect from close of 1st April, 2025, pursuant to his reaching the age of Superannuation and consequent cessation as Compliance Officer of the Company under Listing Regulations and also as the Key Managerial Personnel and Senior Management Personnel of the Company.
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