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Integrated report Statutory reportS FInancIal StatementS
Corporate Governance Report

• Support the Board and Independent Directors, as may Composition and Attendance
be required, in evaluation of the performance of the No. of
Board, its Committees and Individual Directors; Name of the Member Category Meetings
attended
• Formulate criteria for evaluation of Directors and the
Board; Dr. Y. S. P. Thorat (Chairperson) # ID 1
Mr. Nasser Munjee ## ID 1
• Recommend to the Board, the appointment or removal Dr. C. V. Natraj (Chairperson) $ ID 2
of KMP and executive team members; Mr. Bhaskar Bhat NED 3

• Whether to extend or continue the term of appointment Ms. Padmini Khare Kaicker & ID 2
of the Independent Director, on the basis of the report Ms. Vibha Paul Rishi ^ ID N.A.
of performance evaluation of Independent Directors; ID - Independent Director; NED - Non-Executive Director
# Retired as Independent Director of the Company
• On an annual basis, recommend to the Board the w.e.f. August 20, 2019 upon completion of tenure and accordingly
remuneration payable to Directors, KMP and executive ceased as the Chairperson and Member of the Committee with effect
team members of the Company; from that date
## Retired as Independent Director of the Company
• Devise a policy on Board diversity; w.e.f. August 20, 2019 upon completion of tenure and accordingly
ceased as a Member of the Committee with effect from that date
• Recommend to the Board the appointment or
$ Appointed as a Member of the Committee w.e.f. August 8, 2019 and
re-appointment of Directors; the Chairperson w.e.f. August 21, 2019
& Appointed as a Member of the Committee w.e.f. August 8, 2019
• Review matters related to remuneration and benefits
payable upon retirement and severance to the ^ Appointed as a Member of the Committee w.e.f. March 26, 2020
Managing Director/Executive Director(s), KMP and Dr. Y. S. P. Thorat, former Chairperson of the NRC, was present
executive team members; at the last AGM held on July 8, 2019.
• Assist the Board in fulfilling its corporate governance The composition and terms of reference of the NRC are in
responsibilities relating to remuneration of Board, KMP compliance with the provisions of Section 178(1) of the Act
and executive team members; and Regulation 19 of the Listing Regulations.
• Oversee familiarisation programmes for Directors; Board and Director Evaluation

• Review HR and people strategy and its alignment with In terms of the requirement of the Act and the Listing
the business strategy periodically or when a change is Regulations, during the year under review, the Board has
made to either; carried out an annual performance evaluation of its own
performance, performance of the Directors as well as the
• Provide guidelines for remuneration of Directors on evaluation of the working of its Committees. The exercise
material subsidiaries; was led by the Chairperson of the NRC along with the
Chairperson elected for each Meeting of the Board.
• Perform other activities related to the charter as
requested by the Board from time to time.
Criteria for Evaluation
Meetings Held The Board of Directors has carried out an annual evaluation of
During FY 2019-20, three (3) Meetings of NRC were held on its own performance, its committees and Directors pursuant
the following dates: to the provisions of the Act and the Corporate Governance
requirements as prescribed by the Listing Regulations.
• May 3, 2019 • March 26, 2020 The performance of the Board was evaluated after seeking
• November 21, 2019 inputs from all the Directors on the basis of criteria such as
the board composition and structure, effectiveness of board
The necessary quorum was present for all the Meetings of
the Committee. processes, information and functioning, etc. as provided by
the Guidance Note on Board Evaluation issued by SEBI.

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