ஆசிர்வாத் மைக்ரோபைனான்ஸ் லிமிடெட்          Asirvad Micro Finance Limited          आशीर्वाद माइक्रोफिनॅन्स लिमिटेड         ആശിർവാദ് മൈക്രോഫിനാൻസ് ലിമിറ്റഡ്          ಅಸೀರ್ವಾಡ್ ಮಿಕ್ರೊಫಿನನ್ಸೆ ಲಿಮಿಟೆಡ್          ਅਸਿਰਵਾਦ ਮਿਕਰੋਫਈਨਂਸੇ ਲਿਮਿਟੇਡ          ଆଶୀର୍ବାଦ ମଇକ୍ରୋଫାଇନାନ୍ସ ଲିଃ          আশির্বাদ মাইক্রো ফাইনান্স লিমিটেড

Board Evaluation Policy

1. INTRODUCTION 

The Company conducts its operations under the directions of the Board of Directors within  the framework laid down by various statutes, more particularly by the Companies Act, 2013,  SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), the  Articles of Association and Directions of Reserve Bank of India. The Company’s Board of  Directors is dedicated to act in good faith; exercise their judgment on an informed basis, in the  best interest of the Company and its stakeholders. Accordingly, the present policy for  performance evaluation is being put into place in accordance with the requirements of Section  178 of the Companies Act, 2013 read with relevant rules made thereunder which provides for  a policy to be formulated and recommended to the Board, setting the criteria, based on which  the performance of each and every director including the performance of the Board as a whole as well as its various committees shall be assessed by the Board of Directors of the Company.  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. 

Further, the LODR also mandates the formulation of criteria for evaluation of performance of  independent directors and the board of directors by the Nomination and Remuneration  Committee. 

2. OBJECT 

The Policy has been framed with an objective to ensure individual directors of the Company  (“Directors”) and the Board as a whole, work efficiently and effectively in achieving their  functions, for the benefit of the Company and its stakeholders. Accordingly, the Policy  provides guidance on the evaluation of the performance, on an annual basis, of: (i) individual  Directors [including the Chairperson and independent directors of the Company  (“Independent Directors”)]; (ii) the Board as a whole; and (iii) various committees of the  Board (“Board Committees”). 

3. MANNER OF PERFORMANCE EVALUATION 

A. Evaluation of Individual Directors:

1. Performance of individual Directors of the Company (including the Chairperson and  Independent Directors) shall be evaluated, on an annual basis, by: (i) the Board as a  whole (excluding the Director being evaluated); and (ii) the Nomination and  Remuneration Committee. 

2. In carrying out its evaluation, the Nomination and Remuneration Committee and/ or Board, shall keep in mind the evaluation parameters set out from time to time with  respect to all Directors including Independent Directors and Chairperson. 

3. While evaluating the performance of individual Directors, the Nomination and  Remuneration Committee shall always consider the appropriate benchmarks set as per  industry standards, the performance of the individual Director, the performance of the  Company and the role of the individual Director within the Company. Further, the  Nomination and Remuneration Committee shall determine whether to extend or  continue the term of appointment of each Independent Director, on the basis of the  report of performance evaluation of Independent Directors. 

4. In addition, the Independent Directors shall hold a meeting at least once in any given  year, without the presence of the non-Independent Directors of the Company, to review  the performance in accordance with the evaluation parameters set out by the  Nomination and Remuneration Committee of (i) such non-Independent Directors; and  (ii) the Chairperson of the Company, taking into account the views of executive  Directors and non-executive Directors,. All Independent Directors shall strive to attend  such meetings. 

B. Evaluation of the Board

1. The Board shall, on an annual basis, evaluate its own performance keeping in mind the  evaluation parameters set out by the Nomination and Remuneration Committee from  time to time. 

2. In addition, the Independent Directors, in the meeting referred to in paragraph 3(A)(4) above, without the presence of the non-Independent Directors of the Company, shall (i)  review the performance of the Board as a whole in accordance with the evaluation 

parameters set out by the Nomination and Remuneration Committee; and (ii) assess the  quality, quantity and timeliness of the flow of information between the management of  the Company and the Board that is necessary for the Board to effectively and reasonably  perform its duties. 

C. Evaluation of the Board Committee

1. The Board shall, on an annual basis, evaluate the performance of each Board Committee  as per the evaluation parameters set out by the Nomination and Remuneration  Committee. 

2. In addition, the Independent Directors, in the meeting referred to in paragraph 3(A)(4) above, without the presence of the non-Independent Directors of the Company, shall (i)  review the performance of the Committee as a whole in accordance with the evaluation  parameters set out in in this regard; and (ii) assess the quality, quantity and timeliness of the flow of information between the management of the Company and the Board  Committee that is necessary for the Board to effectively and reasonably perform its  duties. 

4. 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. 

5. CRITERIA FOR EVALUATION 

The Nomination and Remuneration Committee shall specify the criteria for performance  evaluation of the Board, its Committees and Individual Directors to be carried out and review  its implementation and compliance. 

6. FEEDBACK 

The Chairperson or any person suitably appointed by the Board shall give a written  assessment/ oral feedback to:

(i) Each Director separately; 

(ii) The entire Board; and 

(iii) Each Board Committee. 

Provided in case the members are not comfortable with an open individual assessment,  provision for confidentiality may be made wherever possible. 

7. POLICY REVIEW 

Subject to the approval of the Board, the Nomination and Remuneration Committee reserves  its right to review and amend this Policy, if required, to ascertain its appropriateness as per  the needs of the Company.  

8. STATEMENT TO BE INCORPORATED IN THE BOARD’S REPORT 

A disclosure should be made in Board’s Report as per the provisions of Section 178(2) of the  Companies Act, 2013 and Schedule IV to the Companies Act, 2013 on Code of conduct for  Independent Directors. 

9. ACTION PLAN 

The Nomination and Remuneration Committee after analyzing the summary of performance  evaluation may devise and recommend to the Board of Directors an action plan. The Board of  Directors shall monitor and review the implementation of the action plan, if any.