Islami Insurance Bangladesh Limited
Head Office, Dhaka
Information
on Nomination & Remuneration Committee (NRC)
Code of Conduct: Notification
No. BSEC/CMRRCD/2006-158/207/Admin/80 Dated 10 June, 2018.
The Board of
Directors in its 196th meeting held on 25 September, 2018 has constituted Nomination
& Remuneration Committee (NRC). The Board has further Reconstituted the Committee
in the 210th meeting held on February, 2020.
The NRC Committee
of the Company comprises of the following Members:
1) Mr.
Javed Ahmed, Independent Director - Chairman
2) Al-Haj
Md. Ismail Nawab, Vice-Chairman - Member
3) Mrs.
Asman Nur, Director - Member
4) Mr.
Imran Ahmed, Independent Director - Member
Mr. Md. Mujibur
Rahman, Company Secretary will act as Member Secretary of the Committee.
Role of the NRC
(a) NRC
shall be independent and responsible or accountable to the Board and the shareholders;
(b) NRC shall
oversee, among others, the following matters and make report with recommendation
to the Board and the Shareholders:
(i) 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, top level Executive, considering
the following:
a.
The level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate suitable directors to
run the company successfully;
b.
The relationship of remuneration to performance is
clear and meets appropriate performance benchmarks; and
c.
Remuneration to directors, top level executive
involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the company and its
goals;
(ii)
Devising a policy on Board's diversity taking into
consideration age, gender, experience, ethnicity, educational background and nationality;
(iii)
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;
(iv)
Formulating the criteria for evaluation of
performance of independent directors and the Board;
(v)
Identifying the company's needs for different levels
and determine their selection, transfer or replacement and promotion criteria; and
(vi)
Review the HR Strategy and recommend to the Board
for approval.
(vii)
Review the HR policies and recommend to the Board
for approval.
(viii) Approve the Succession Plan for Executive Management.
Activities of the NRC
(a)
NRC shall be treated as sub-committee of the
Board of Directors of the Company.
(b)
The NRC Committee assists Board in formation of
nomination criteria or policy for determining qualification, positive
attributes, experience & independence of Directors, top level Executives, evaluation
of performance of the Remuneration.
(c)
The Chairman of the NRC shall be independent
Director. In the absence of the Chairperson the remaining member may elect one
of themselves as Chairperson for the particular meeting, the reason of absence
of the regular Chairperson shall be duly recorded in the minutes.
(d)
The Chairperson of the NRC shall attend the AGM to
answer the queries of the shareholders.
(e)
The NRC shall conduct at least one meeting in a financial
year.
(f)
The Chairperson of the NRC may convey any
emergency meeting upon request by any member of the NRC.
(g)
Independent director must be required to attend the
meeting.
(h)
The proceeding of the meeting of the NRC shall duly
be recorded in the minutes and such minutes shall be confirmed in the next meeting.
(i)
Communication between the Committee and other committees
should be clear to ensure a common understanding of the respective
responsibilities of each committee.
(j)
The Committee may coordinate with other Board and
Management Committees, if appropriate, on any area as required to support the
effectiveness and efficiency of the functioning of these Committees.
Code of Conduct of NRC
|