The Companies Act, 2013 mandates the Board Evaluation i.e. evaluation of the performance of
- The Board as a whole
- individual directors (including independent directors and Chairperson)
- various Committees of the Board
PATANJALI AYURVED LIMITED wants to conduct its affair in fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The honesty, integrity and sound judgment and performance of the Directors and the Senior Management are key criteria for the success and for building a good reputation of the Company also it can help Management/employees to increase their commitment towards the organization.
Therefore, the Company has made this policy to comply with the formal annual evaluation made by the Board of Directors of its own performance (self-appraisals) and that of its committees and individual Directors as mentioned under the provisions of 134(3)(p) of the Companies Act, 2013. The Nomination & Remuneration Committee shall evaluate the performance of each Board of Director as per subsection (2) of Section 178 and based on the functions of the Board of Directors as indicated under Schedule IV (as per section 149) annexed to the Companies Act, 2013 and the Rules made there under.
This Policy aims to:
- Ensure compliance of the applicable provisions of the Companies Act, 2013 (as amended or re-enacted from time to time) relating to the evaluation of performance of the Directors and the Board.
- Manage the affairs of the company in transparent manner.
- To adopt the ethical business policies.
- To strive for promoting healthy competition in the market and thereby to sustain the interest of the consumers.
- To implement good corporate governance.
- “The Act” means the Companies Act, 2013 and the rules made thereunder;
- “The Company” means “Patanjali Ayurved Limited”;
- “The Director” or “The Board”, in relation to the Company, means and deemed to include the collective body of the Board of Directors of the Company including the Chairman of the Company;
- “The Independent Director” means an Independent Director as defined under section 2(47) to be read with section 149 (5) of the Act.
- “The Policy” or “This Policy” means the Policy for evaluation of performance of the Directors, Chairperson, entire Board and Committees thereof and Key Managerial Personnel and Senior Executives of the Company as per the requirements of the Act.
- “The Committee” or “this Committee” means the Nomination and RemunerationCommittee of the Board of Directors formed under the provisions of Section 178 of Companies Act, 2013.
- ‘Key Managerial Personnel’ (KMP) means:
- Chief Executive Officer and / or Managing Director and / or Manager;
- Whole-time Director;
- Chief Financial Officer;
- Company Secretary;
- Such other officer as may be prescribed
- The Nomination and Remuneration Committee (NRC) shall carry out the evaluation of performance of every Director. Evaluation performance should be carried out atleast once in a year or within such other period as Board deemed fit.
- Independent Directors in their meeting will review the performance of non-independent directors, performance of the Chairperson of the company and the Board as a whole. Assess the quality, quantity and timeliness of flow of information between the company management and the Board.
- The evaluation of performance of the Independent Directors (IDs) shall also be carried out by the entire Board of Directors excluding the Director being evaluated.
- Criteria for evaluating performance of Director:
- Participation in Board meetings or Committee thereof,
- Contribution to strategic decision making,
- Efforts for Risk mitigation.
- Review of business performance and contribution in improving the same.
- Contribution to the enhancement of brand image of the Company.
- Setup benchmark for Individual Director, Board as a whole and committees thereof, as per industry policy.
- Evaluation performance should be carried out atleast once in a year or within such other period as Board deemed fit.
PROCESS OF EVALUATION:
The process of evaluation is generally elaborate, stretching across pre-evaluation, evaluation
and post- evaluation processes including, inter alia, the following:
- Identifying the objectives of evaluation
- Criteria of evaluation
- BOARD AS A WHOLE
|Structure of the Board:
|Ø Competency of directors
Ø Experience of directors
Ø Mix of qualifications
Ø Diversity in Board under various parameters
Ø Appointment to the Board
|Meetings of the Board:
|Ø Regularity of meetings
Ø Recording of minutes
Ø Dissemination of information