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Performance Evaluation Criteria for Board, Committees of Board and Directors

To carry out performance evaluation of Board, Committees and Directors, criteria to be considered would inter alia include the following:

Part A: For Board & Committees of Board

1. Composition with requisite number of Independent Directors (and woman director in the case of Board)

2. Frequency of Meetings

3. Discharge of the key functions prescribed under Law

4. Discharge of the other responsibilities prescribed under Law

5. Monitoring the effectiveness of corporate governance practices

6. Ensuring the integrity of the company's accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee)

7. Working in the interests of all the stakeholders of the company.

Part B: For Directors

1. Attendance and Participation

2. Pro-active and positive approach with regard to Board and Senior Management particularly the arrangements for management of risk and the steps needed to meet challenges from the competition

3. Maintaining confidentiality

4. Acting in good faith and in the interests of the company as a whole

5. Exercising duties with due diligence and reasonable care

6. Complying with legislations and regulations in letter and spirit

7. Openness to ideas, perspectives and opinions and ability to challenge old practices and throwing up new ideas for discussion

8. Maintaining relationships of mutual trust and respect with Board members

9. Capacity to effectively examine financial and other information on operations of the Company and the ability to make positive contribution thereon.

The evaluation of individual directors including Independent Directors shall be done by the Board as a whole keeping in view the inputs provided by Nomination & Remuneration Committee.

The aforesaid criteria for performance evaluation are subject to review from time to time.

Date: 10 September 2014
Place: Pune

for Bajaj Holdings & Investment Limited,


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