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[Name of the Company] · Annual evaluation for the financial year [Financial year evaluated]
BOARD EVALUATION QUESTIONNAIRES
Strictly confidential. Please return the completed questionnaire to [Name of the person collating the responses] by [Date for return of the questionnaires]. Responses are collated without attribution. Ratings of individual directors are seen only by [the Chairperson of the Nomination and Remuneration Committee / the external facilitator / the Chairperson of the Board].
Respondent (optional where responses are anonymous): [Name of the respondent] · Category: [Executive / Non-executive / Independent] · Date: [Date of completion]
How the evaluation is carried out
Subject | Evaluated by | Basis | Part |
|---|---|---|---|
The Board as a whole | Every director; reviewed by the independent directors at their separate meeting | s.134(3)(p); Schedule IV para VII(3)(a); Reg 25(4)(a) | A |
Committees | Every director (members rate their committee’s working; others rate its output to the Board) | s.134(3)(p); s.178(2) | B |
Individual directors | Peer evaluation by every director; the NRC evaluates every director’s performance | s.178(2) | C |
Independent directors | The entire Board, excluding the director being evaluated, including fulfilment of the independence criteria and independence from management | Schedule IV para VIII(1); Reg 17(10) | C |
Non-independent directors | The independent directors at their separate meeting | Schedule IV para VII(3)(a); Reg 25(4)(a) | C |
The Chairperson | The independent directors at their separate meeting, taking into account the views of executive and non-executive directors | Schedule IV para VII(3)(b); Reg 25(4)(b) | D |
Flow of information | The independent directors at their separate meeting | Schedule IV para VII(3)(c); Reg 25(4)(c) | E |
The Board’s report statement under section 134(3)(p) is required of listed companies and public companies with paid-up share capital of Rs 25 crore or more at the end of the preceding year (Rule 8(4), Companies (Accounts) Rules 2014). Section 178(2) applies wherever an NRC is required, and the NRC must first specify whether the evaluation is carried out by the Board, by the NRC or by an independent external agency. Schedule IV applies to every company that has independent directors. For a listed entity, the NRC formulates the criteria (Regulation 19(4) read with Part D of Schedule II). The criteria below follow the SEBI Guidance Note on Board Evaluation (circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 05.01.2017); adopt them by NRC resolution and add company-specific questions where needed.
Rating scale
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