non-financial, risks, legal, different sectors, strategy, governance, risks, legal, technical, environmental, social, financial, non-financial, risks, legal and environment matters. The Board members are periodically upskilled on emerging risks and trends, including ESG related risks and opportunities. Board member credentials The Board members are identified and selected based on their skillsets, capabilities, business requirement including compliance with the following: • Embrace the shared organisational vision, mission and values • Knowledge of the industrial/ sectors, policies, major risks and potential opportunities in which the relevant Adani portfolio operates • Technical skills/experience in accounting/finance, governance or public policy, economy, human resource management, strategy development and implementation of capital planning • Governance attributes such as compliance, leadership, risk management experience and a sound business judgment • Unqualified independence, in case of independent directors • Willingness to act in the best interest of stakeholders Based on above criteria, the Nomination and Remuneration Committee (NRC) recommends the candidature of Board members to the respective Board, for its approval, subject to the consent of shareholders, within the defined timelines, as prescribed under the applicable laws. The selection for second term is based on formal evaluation and recommended of NRC. Board evaluation and compensation The Boards are evaluated through a formal mechanism which comprises an evaluation of individual Board Members, committees, Chairperson(s) and the Board as a whole. The exercise is carried out through a structured process, covering the Board and committee composition as well as comprehensive functioning, experience and competencies, performance of specific duties and obligations, contribution at meetings and otherwise, independent judgment and governance issues, among others. The breadth of fiduciary responsibility of the Board critically attaches the Board evaluation mechanism to the overall performance. With respect to evaluating effectiveness of the Board, Adani portfolio listed entities are engaging independent third parties for this annual evaluation. The Board compensation is guided by the Remuneration Policy of Directors and is in accordance with law. The Independent Directors are provided fixed sitting fees, commission and the reimbursement of travel expenses. The Independent Directors are not entitled for any stock options. 20
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