Nomination And Remuneration Committee (NRC) Policy

Nomination And Remuneration Committee (NRC)
NRC Committee of Provati Insurance Company Limited comprises three members. The committee is headed by an Independent Director of the Company. Members of NRC committee are as follows:

NRC Committee Members

1. Professor Dr. Md. Sayaduzzaman   - Chairperson
            Independent Director
2. Alhaj Mohammad Ali                        - Member
3. Md. Habibur Rahman                       - Member
Terms of reference (ToR) of NRC committee in line with the corporate governance condition no. 6(1) and other compliance issues as per 6(2) to 6(5) of BSEC notification no. BSEC/CMRRCD/2006-158/207/Admin/80 dated 3 June 2018 are as follows:

1. Purpose and Authority of the Committee
The Nomination and Remuneration Committee assists the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executives as well as a policy for formal process of considering remuneration of directors and top level executives.
Members of the Nomination and Remuneration Committee are selected from the Board of Directors of Provati Insurance Company Limited from which it derives its authority and to which it regularly reports.

2. Terms of Reference
The NRC Charter developed primarily in accordance with the CG guidelines of BSEC also includes other international best practices, details the duties that the Board of Directors assigned to the committee in accordance with the NRC Charter.

3. Constitution
3.1 Chairperson
a) One of the members of the NRC, who shall be an independent director, becomes the Chairperson, appointed by the Board;
b) In the absence of the Chairperson of the NRC in any meeting, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;
c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the relevant queries of the shareholders;
d) In absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the annual general meeting (AGM) for answering the shareholder’s queries and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM.

3.2 Membership
a) The Committee shall comprise of at least three members including an independent director;
b) All members of the Committee shall be non-executive directors;
c) Members of the Committee shall be nominated and appointed by the Board ;
d) The Board shall have authority to remove and appoint any member of the Committee;
e) In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee;
f) The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee;
g) The company secretary shall act as the secretary of the Committee;

4. Proceedings of Meetings
a) Frequency of Meetings
The NRC shall conduct at least one meeting in a financial year;
The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC;
b) Quorum
The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher,
The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;
c) Meeting Fees
No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Directors’ fees or honorarium from the company.
d) Minutes of Meeting
The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.

5. Role of NRC
NRC shall be independent and responsible or accountable to the Board and to the shareholders;
NRC shall oversee, among others, the following matters and shall submit report to the Board with recommendation(s):
a) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remuneration of the directors and top level executives, considering the following:
the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully;
the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
remuneration to directors and top level executives involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
b) devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality;
c) identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;
d) formulating the criteria for evaluation of performance of independent directors and the Board;
e) identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria and
f) developing, recommending and reviewing annually the company’s human resources and training policies;
The Committee shall report to the Board and disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report

6. Key Policies Regarding Remuneration of Directors, Senior Management and Employees:
The objective of the remuneration policy is to enable the company to attract, motivate, and retain qualified industry professionals for the Board of Management and other executive level positions in order to enable the company to achieve its strategic goals. The long-term strategy, operational requirements, and internal and external contexts are all taken into account by the compensation policy. The policy’s objective is to support behavior that is focused on long-term value creation while upholding the highest standard of sound corporate governance.

7. Number of Nomination and Remuneration Committee Meeting & their performance:
The Nomination and Remuneration Committee performed 1 meeting in 2022. The Committee works on the following area:
a) To review the structure of compensation of the employees.
b) To consider the Retirement & Re-election of Sponsors Director(s) as per MOA & AOA of the Company.
c) To consider the Nomination of Public Director(s).
d) To consider the Retirement of Independent Director as per BSEC’s Notification dated June 3, 2018.