CRITERIA FOR PERFORMANCE EVALUATION OF
INDEPENDENT DIRECTORS AND THE BOARD OF DIRECTORS
VEDANT ASSET LIMITED
CIN: U74900JH2015PLC003020
Registered Office: 3rd Floor, Gayways House Pee Pee Compound Ranchi Jharkhand 834001, India
Telephone No.: +91- 9304955502 ; E-mail: cs@vedantasset.com
Website: www.vedantasset.com
CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS AND THE BOARD OF DIRECTORS
INTRODUCTION
The Company conducts its operations under the directions of Board of Directors within the framework laid down by various statutes, more particularly by the Companies Act, 2013, SEBI Regulations, Memorandum and Articles of Association and Code of Conduct and policies formulated by the Company for its internal execution. The present policy for performance evaluation is being put into place in accordance with the provisions of Companies Act, 2013 and SEBI LODR on Board Evaluation. Such an evaluation procedure will provide a fine system of checks and balances on the performance of the directors and will ensure that they exercise their powers
in a rational manner.
As required under SEBI LODR and Companies Act, 2013, the evaluation of the Boardinvolves multiple levels:
· Board as a whole
· Committees of the Board
· Individual Directors (including Managing Director, Independent Directors, Non-Independent
Directors, etc.)
With an aim to maintain an energized, proactive and effective Board, the Board iscommitted to a continuing process of recommending and laying down the criteria to evaluate the performance of the entire Board of the Company.
OBJECT
The Board evaluation policy aims at:
a.
Bring closer working relationship among Board members
b.
Endorse those individual directors and the Board as a whole:
i.
Who works efficiently by using the Board’s time constructively to maximize the strength; and
ii.
Who works effectively as a governing body in achieving Company’s objectives and tackle any shortcomings.
c.
Facilitate the decision on levelling the composition of remuneration, for making it reasonable and sufficient, to attract, retain and motivate directors, with aim to sustain the required quality to run the company successfully
DEFINITIONS:
In this Policy, words and expressions shall have the meaning assigned to them below:
i.
“Act” shall mean the Companies Act, 2013 and rules framed thereunder, notified by the Ministry of Corporate Affairs, Government of India, as amended from time to time;
ii.
“Board” shall mean the Board of Directors of the Company;
iii. “Company” shall mean Vedant Asset Limited, incorporated under the provisions of the Act;
iv.
“Directors” shall mean all the members of the Board of Directors of the Company, including the Independent Directors;
v.
“Listing Regulations” shall mean The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time.
EFFECTIVENESS OF THE BOARD
The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall decide the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. For this reason, based on the fore stated criteria of evaluation the remuneration of
the Directors and Key Managerial Personnel shall be determined and reviewed from time to time.
RESPONSIBILITY OF BOARD / INDEPENDENT DIRECTORS
It shall be the duty of the Board, who shall be supported by the Management to organize the evaluation process and accordingly conclude the steps required to be taken. The evaluation process will be used constructively as a system to improve the directors’ and committees’ effectiveness, to maximize their strength and to tackle their shortcomings.
In conformity with the requirement of the Act, the performance evaluation of all the directors shall be done by the entire Board of Directors, excluding the director being evaluated.
Independent Directors are duty bound to evaluate the performance of non – Independent Directors and Board as a whole. The independent directors of the Company shall hold at least one meeting in a year to review the performance of the non- Independent Directors, performance of Managing Director of the Company and Board as a whole, taking into account the views of executive directors and non-executive directors.
EVALUATION FACTORS
The Board of Directors shall pay regards to the following parameters for the purpose of evaluating the performance of a particular director:
In respect of each of the evaluation factors, various aspects have been provided to assist with the evaluation process in respect of performance of Board itself, and of its committees and individual directors as such evaluation factors may vary in accordance with their respective functions and duties.
Evaluation of Independent Director shall be carried on by the entire Board in the same way as it is done for the Executive Directors of the Company except the Director
getting evaluated.
Appraisal of each Director of the Company shall be based on the criteria as mentioned herein below.
Rating Scale
|
Performance |
Rating |
|
Surpasses Expectations |
3 |
|
Meets Expectations |
2 |
|
Below Expectations |
1 |
The Company has chosen to adopt the following Board Performance Evaluation Process:
BOARD OF DIRECTORS
Some of the specific issues and questions that should be considered in a performance evaluation of the entire Board by Independent Directors, are set out below:
|
S. No |
Particulars |
Ratings |
Remarks |
|
1. |