The charter of the Board of Directors and its Committees setting out its key functions have been summarized hereunder:

Board of Directors

The role of the Board has two fundamental elements: decision making and oversight. The decision making function is exercised with respect to the formulation of fundamental policies and strategic goals and through approval of certain significant actions; the oversight function concerns the review of management decisions, the adequacy of systems and controls and the implementations of policies.

The Board of Directors establishes formal delegations of authority, defining the limits of management's power and authority and delegates certain powers to management for managing the affairs of the company. The delegation of authority conform to statutory limitations specifying responsibilities of the Board that cannot be delegated to management. Any responsibilities not delegated to management remain with the Board of Directors and its Committees. Among the Board activities that derive from those responsibilities are:

1. Strategic planning process:

3. Succession planning and evaluation of management performance:

4. Oversight of communication and public disclosure:

5. Internal Control:

6. Governance:

Audit Committee

• Review the financial & other system and its reporting procedure;
• Oversee the work of external auditors, including matters of disagreement between management and the external auditors regarding financial reporting;
• Review with the external auditor any audit problem or difficulties and management responses;
• Require management to implement and maintain appropriate system of internal control and meet with management to assess the adequacy and effectiveness of those system;
• Review the duties, responsibilities, performance, degree of independence, objectivity and staffing of internal audit function;
• Discuss major issues concerning accounting principles and financial statement presentation;
• Conduct audit concerning material violation by the management in carrying out operation of the Company;
• Recommend to the Board on appointment of the external auditors and their terms of appointment;
• Appointment of the Chief Internal Auditor and meet with the Chief Internal Auditor to review any significant issues reported to the Chairman and management's responses to any such reports;
• Establish procedures regarding complaints received regarding accounting or auditing matters;
• Review investments and transactions, as identified by the external auditors or Management that could adversely affect the Company;
• Review reports on significant litigation and regulatory compliance matters;
• Review internal control and the control environment and policies related to liquidity management and capital management;
• Meet with the Management to discuss any matters if deem appropriate;
• Review the effectiveness of internal auditors quality including its control procedure;
• Report on non-audit services provided by the statutory auditor;
• Report to the Board on the following:

  - Activities of the Board Audit Committee
  - Conflict of interests
  - Suspected or presumed fraud or irregularity or material defect in the internal
  - control system
  - Suspected infringement of laws, rules and regulations
  - Any other matter, which should be disclosed to the Board immediately.

Members:

Quorum: Two members

Corporate Governance Committee

• Make recommendation for improving corporate governance;
• Make recommendation regarding policies governing size and composition of the Board;
• Evaluate the standard, business integrity, independence and professionalism exists in the company;
• Assess the performance of the Committees;
• Evaluate the performance of independent non-shareholder director, if any;
• Review shareholders' proposals and recommend to the Board the responses to the proposals;
• Review the amount and form of compensation of Directors;
• Review whether the Company's business is conducted ethically and socially responsible manner;
• Oversee the effectiveness of the processes of accurate, timely and full disclosure of information;
• Review actions to create a positive corporate image;
• Recommend to the Board concerning the appropriate size of the Board in line with the regulatory requirements;
• Review the rules, regulations, notifications, circulars etc. of the regulatory authorities and report to the Board on its applicability;

Members:

Quorum: Two members

Human Resource Committee

• Formulate personnel and administrative policies;
• Approve and review the code of conduct for the employees;
• Review and approve principles for employees recruitment;
• Recommend the requirements of Management personnel for different sections of the company;
• Interview, selection, and recruitment of management cadre and take disciplinary action against them, it situation demands;
• Evaluate disciplinary action and termination procedures;
• Review management succession plans for executive positions;
• Review major compensation policies and recommend incentives program;
• Evaluate the performance of Managing Director and report to the Board annually;
• Recommend to the Board the remuneration of the Managing Director and Dy. Managing Director;
• Evaluate effectiveness of the HR Policy in carrying out the duties specified in its charter;
• Assess the workload, strength and weakness of the officers and executives.

Members:

Quorum: Two members

Ethical and Compliance Committee

• Implement ethical business practices;
• Review whether the Company's business is conducted ethically and in socially responsible manner;
• Ensure whether the Board and employees are complying the code of business ethics and conduct;
• Ensure that employees are working for the greater interest of the organization;
• Ensur that corporate social responsibility under which the ethical rights and duties existing between companies and society is not hampered;
• Review and evaluate compliance of practising laws, rules and regulations;
• Ensure ethical issues concerning relations between different;
• Aligning the work of employees with the organization's vision;
• Guide the Management achieving the organization's mission/vision through day-to-day work activities.

Members:

Quorum: Two members

Policy Review Committee

• Modeling the core values of the organization;
• Determine the appropriate organizational structure for risk management;
• Review implementation of the business policy;
• Prepare necessary policy guidelines to protect company's reputation and to meet employees' expectations;
• Update the existing business policy of the Company from time to time;
• Review and approve significant policies and limits for controlling risk;
• Review and monitor the major risks we assume or face and provide direction;
• Ensure that sufficient and appropriate risk management resources are existing;
• Ensure that risk policies, processes and control are in place to manage the significant risks to which the company is exposed.

Members:

Quorum: Two members

Executive Committee

• Business proposal: All business proposals which would require Board's approval subject to a maximum limit of Tk. 25 Million;
• Re-scheduling of loan/ lease: Re-scheduling of lease/ loan proposals having exposure maximum of Tk. 20.00 Million;
• Capital market Operation: All pre – IPO placement proposals, underwriting of securities etc.;
• Human Recourses Management: Approves Human Recourses Management policy, annual increment of the employees except promotion, revision of salary & allowance and other fringe benefits;
• Administrative Expenses: All administrative expenses, which would require Board's approval subject to a maximum limit of Tk. 2.00 Million;
• Others: To give waiver of delinquent charge maximum of Tk. 50,000 for which reporting to be made to immediate next Board Meeting;
• Proposal for reduction of interest rate of lease/ loan exceeding by 1 % shall be placed before the Board for its approval.

Members:

Quorum: Three members