Corporate Advisory Division. Board Evaluation. Converting Good Boards into Great Boards

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1 Corporate Advisory Division Board Evaluation Converting Good Boards into Great Boards

2 Board Evaluation Need.. 1 High Performing Boards: Core Corporate Drivers Corporate Boards are expected to be more engaged, knowledgeable, effective, dynamic Boards should also exhibit the responsibility they require from the people who work for them Company works for Market, while Board and Management Team works for Company With massive powers and accountability, Board should provide the Company with heroic performance BOARD EVALUATION has the potential to significantly enhance Board effectiveness and strength

3 Legislative Framework The Companies Act, 01 SEBI (LODR), 01 Chapter IX- Accounts of Companies, Sec 1()(p) and Rule () of Company (Accounts) Rules, 01 : Disclosure of Annual Evaluation in Annual Report Chapter XII- Meeting of Board and its Powers, Sec () : Role of Nomination and Remuneration Committee in Annual Evaluation Schedule IV- Code for Independent Directors Chapter II- Disclosure by Listed Entity, Reg ()(f)(ii)(): Role of Board in Annual Evaluation Chapter IV- Obligations of Listed Entity, Reg (): Evaluation of Independent Directors Chapter IV- Obligations of Listed Entity, Reg (& ): Obligation of Independent Directors Schedule II-Part D (A)(&):Role of NRC in Annual Evaluation Schedule V (C):Disclosure in Corporate Governance Report 1 Provisions on Board Evaluation Click here

4 RAM Responsibility Assignment Matrix Understanding Roles and Responsibilities People - Process - Practice

5 RAM Roles & Responsibilities The Companies Act, 01 SEBI (LODR), 01 Section 1()(p) : 1. Conduct performance evaluation of Committee, Directors and of its own.. Disclosure in Board Report I, the manner & criteria of Board Evaluation (Applicable to all listed companies and public companies with paid-up share capital of Rs. crores or more ) Board Chapter II Reg - Monitor and Review Board of Directors evaluation framework Chapter IV- Reg () - Conduct performance evaluation of Independent Directors 1 Section () Conduct performance evaluation of every Director NRC Chapter IV- Reg 1 ()- Laying down the criteria for evaluation of performance of Directors / Independent Directors / Committees / Board as a whole. (the same to be disclosed in Annual report under Corporate Governance Section) Schedule IV- Code for ID - 1. Review of the performance of Non- Independent Directors, Board, Chairperson. Assess the quality, quantity and timeliness of flow of information between Company management and Board Independent Director Chapter IV- Reg ()- 1. Review of the performance of Non- Independent Directors, Board, Chairperson. Assess the quality, quantity and timeliness of flow of information between Company management and Board

6 1 1 1 Further Aid by SEBI SEBI in order to educate the listed entities and their Board Directors about various aspects involved in Board Evaluation process and to improve the overall performance as well as Corporate Governance standards to benefit all stakeholders has provided with a Guidance Note on Board Evaluation through circular dated January, 0. The Guidance Note covers all major aspects of Board Evaluation including the following: 1. Subject of Evaluation. Process of Evaluation, including laying down objective and criteria of evaluation. Feedback on evaluation. Further Action Plan. Disclosure to Stakeholders. Frequency of Board Evaluation. Responsibility of Board Evaluation. Review of entire evaluation process of 1 1 SEBI s key purpose behind this Guidance Note is to help the listed entities to derive best possible benefit of evaluation process.

7 Circular Issued By SEBI Summary of SEBI Guidance Note on Board Evaluation Dated: January, 0 1

8 Multiple Levels of Evaluation 1 Board as a Whole Directors taken together Committees of the Board Audit Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee Stakeholder Relationship Committee Any Other Committee Individual Directors & Chairperson Chairperson CEO Independent Directors Non- independent Directors

9 1. Identification of Objectives for evaluation. Laying down the Criteria of Evaluation Process of Evaluation. Feedback on Evaluation. Further Action Plan. Disclosures to Stakeholders. Frequency of Board Evaluation. Responsibility of Evaluation. Periodical Review

10 1 1 1 Identification of Objectives of Evaluation General Objectives Objectives specific for all Board evaluations of the entity. Specific Objectives Objectives specific to the current Board evaluation based on recent events, new issues of concern etc. 1 1

11 Laying down of criteria for Evaluation Structure of Board Board Meetings Indicative Criteria for Board as a whole 1. Competency of Directors. Experience of Directors. Mix of Qualifications. Diversity in Board. Appointment process to Board Board Functions 1. Regularity and frequency. Agenda. Discussions and Dissent. Recording of Minutes. Dissemination of Information. Board and Management Roles & Responsibilities. Strategy, Performance evaluation. Governance & Compliance. Stakeholder Value & Responsibility. Evaluation of Risk. Corporate culture & values 1. Independence of Management. Secretarial & Financial Support. Succession Plan. Professional Development 1 1

12 Committee 1. Mandate and Composition. Committee Effectiveness. Committee structure and Meetings. Committee Independence. Contributions to Board Decisions Indicative Criteria Individual Directors & Chairperson Additional Criteria for Independent Directors 1. Qualifications. Experience. Knowledge and Competency. Fulfillment of functions. Team Work & Integrity. Initiative. Availability and attendance. Commitment & Contribution 1. Independence. Independent views and Judgment 1 1 Additional Criteria for Chairperson 1. Effectiveness of leadership and ability to steer Meetings. Impartiality. Commitment. Ability to keep Stakeholder s interest in mind

13 1 Board Evaluation Methodologies A detailed questionnaire circulated to individual Directors, Committees, Board etc. or Oral assessment provided by person on interview Internal Assessment External Assessment A detailed questionnaire circulated to individual Directors, Committees, Board etc. or Oral assessment provided by person on interview or Combination of both External Assessor shouldn't be a Related Party

14 Orally by Chairperson / external assessor to : 1. Each Member separately. To the entire Board. To the Committees A written assessment to Board, every Member, Committee Feedback The Chairperson has a active role to play in providing feedback to members 1 1

15 Based on analysis of responses, Board may prepare an action plan on : Areas of Improvement including training, skill building etc. as may be required for Board Members Further Action Plan List of actions required detailing: 1. Nature of actions. Timeline. Person responsible foe implementation. Resources required etc Review of actions within specific time period.

16 Further Steps Disclosure Requirements - The manner and criteria of evaluation has to be disclosed to Shareholders as required on SEBI LODR and Companies Act, 01 - Company may voluntarily for more transparency provide results, action plan of evaluation Frequency of Board Evaluation - As per SEBI LODR and Companies Act, 01, the evaluation has to be done once in a year - If the Company so desires, may conduct evaluation more frequently Responsibility - The responsibility differs depending on subject of evaluation as per SEBI LODR or Companies Act, On a global basis, the primary role of steering the whole process of Board Evaluation and ensuing its effectiveness in improving the Board efficiency lie on Chairperson Review Board Evaluation, being a non static process requires periodical review for improvement. - The responsibility of such review lies on board of Directors as per SEBI LODR

17 Our View.. This Guidance Note brings in further clarity for the corporates to understand the modalities and process of Board Evaluation. The concept of Board Evaluation, under a legal framework, yet is at a nascent stage, though there were corporates which practiced evaluation process even before it was mandated under The Companies Act, 01 and SEBI (LODR) Regulations, 01. The SEBI Guidance Note on Board Evaluation helps raise the corporate governance standards and provides structured evaluation process enhancing the performance of the Company as a whole.

18 Effective Board knows the way, goes the way and shows the way!!!! Attributes of Effective Board Grow a leader grow the Organization. A Company cannot grow without until its leaders grow within. - John C. Maxwell 1 1

19 Landline: (0) / Fax: (0) 0 Let s Take It Forward. Corporate Office : Mumbai, Madhava Premises, Bandra Kurla Complex, Bandra (East), Mumbai Other Branch Offices at: Ahmedabad I Jaipur I Jamnagar I Surat Bhopal I Borivali I Kolkata I Pune I Rajkot I Vapi Progress with Values Website: udai.nair@pantomathgroup.com Kanjin.sheth@pantomathgroup.com Online Initiatives: Disclaimer All data and information is provided for informational purposes only and is not intended for any factual use. It should not be considered as binding / statutory provisions. Neither Pantomath Capital Advisors nor any of its group company, directors, or employs shall be liable for any of the data or content provided for any actions taken in reliance thereon.

20 Annexure- A1 : Main Provisions under Companies Act and SEBI LODR for Board Evaluation

21 SEBI Circular dated January, 0

4. Disclosure requirements: भ रत यप रततभ ततऔरव त मयब र ड a. A statement indicating the manner in which formal annual evaluation has been made by the B

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