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THE ROLE OF THE BOARD OF DIRECTORS AND MANAGEMNT |
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1. The Board
The business of Prime Finance & Investment Limited (“The Company”) is conducted under the oversight of the Board of Directors (“The Board”). Each Director and the Board are expected to promote the best interests of the Shareholders in terms of Corporate Governance; fiduciary responsibilities; compliance with applicable laws and regulations and maintenance of accounting, financial and other controls. Their primary responsibility is to provide effective guidance of the affairs of the Company's business and where appropriate, approval of the Company's financial objectives; major corporate plans and strategies and tactics. One of the important functions of the Board to select the Company's Managing Directors and delegate to the authority and responsibility to manage the Company's operations. The Board also evaluates the Managing Director's performance.
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2. Management
The CEO and senior management are responsible for running the Company's business operations within the power delegated to them and as permitted by the applicable rules and regulations.
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BOARD COMPOSITION AND LEADERSHIP |
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1. Chairman of the Board
The Board shall elect one of its members to be the Chairman of the Board. The Chairman shall lead the Board in fulfilling the responsibilities.
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2. Size of the Board
The number of Directors should not exceed a number than can function effectively and efficiently. The Governance Committee considers and makes recommendations to the Board concerning the appropriate size of the Board in line with regulatory
requirements.
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3. Corporate Governance
The Board shall establish a Corporate Governance Committee of Board members to make recommendations to the Board regarding decisions on Corporate Governance matters
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4.
Board Independence
It is the policy of the Board that the members of the Board be independent of the Company's Management. Governance Committee conducts an annual review of the independence of all Directors . |
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5. Board Membership Criteria for non-shareholder Director
Corporate Governance Committee is responsible for reviewing with the Board. The Committee shall also evaluate the performance of independent non-shareholder Director, if any. While appointing non-shareholder director, the Corporate governance shall take into account the competence of the incumbent in the following areas: (i) industry knowledge; (ii) accounting and finance; (iii) business judgment; (iv) management; (v) leadership; (vi) business strategy; (vii) crisis management; (viii) corporate governance; and (ix) risk management. Such non-shareholder Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and have the potential to make significant contributions to the Company. A non-shareholder Director should plan to make a significant time commitment to the Company. In determining whether to recommend a non-shareholder director for re-election, the Corporate Governance Committee also considers the director's past attendance at meetings and participation in and contributions to the deliberations of the Board and its committees
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6.
Selection of Independent non-shareholder candidates
The Governance Committee is responsible for identifying and reviewing candidates for the Independent Non-shareholder Director, developing criteria to be used in reviewing and screening candidates and recommending nominees for election as members of the Board of Directors. |
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7. Director Orientation and continuing Education
The Governance Committee of the Board of Directors will arrange for orientation of Independent Non-shareholder, if appointed.
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8. Serve on other Board
A Director must receive approval from the Board prior to accepting a Director position at any Public Company or a Private Company in a related business. Among the criteria to be considered includes (a) any actual or perceived conflicts are raised by the requested position, (b) any regulatory restrictions and (c) the time required to effective serve on both boards. |
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9. Retirement Policy
This policy will be guided by the Companies Act, 1994 and the articles of Association of the Company. |
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10. Board compensation Review
The Governance Committee shall periodically receive reports, as it deems appropriate, on the status of Board compensation compared to similar Companies. The Committee is responsible for recommending to the Board any changes in compensation for Directors in line with Circular of Bangladesh Bank.
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11. Board Interaction with Stakeholders
The CEO is responsible for establishing effective communications with the Company's stakeholder, including shareholders, customers, employees, communities, lenders, governments and corporate partners. It is the policy of the Board that management speaks for the Company. This policy does not preclude independent non-shareholder directors from meeting with stakeholders, but management, where appropriate, should be present at such meetings.
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BOARD OPERATIONS |
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1. Selection of Agenda for Board Meetings
The Chairman of the Board, in consultation with other directors and management, as appropriate, establishes the agenda for each meeting of the Board. Any Board member may ask to include items on the agenda.
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2. Frequency of Meetings
The Board meets at least 4 times in a year. Board meeting may be called upon appropriate notice at any time to address specific needs of the Company.
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3. Annual Meeting Attendance
The Board prefers each Board member to attend the Annual Meeting of Shareholders.
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4. Board Materials Distributed in Advance
Board members receive materials related to agenda items in advance of Board meetings so that the directors may prepare to discuss the items at the meeting
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5. Director Responsibilities
Directors must exercise their business judgment to act in the best interests of the shareholders and the Company. In discharging this obligation, directors reasonably may rely on the Company's senior executives and its advisors and auditors. Directors are expected to attend and participate in all meetings of the Board and of committees on which they serve and to spend the time needed to prepare for such meetings.
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6. Board Presentations and Access to Employees
Members of senior management may be invited to attend part or all of a Board meeting in order to participate in discussions. Board members have complete access to all other members of management and Company employees.
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7. Board Access to Independent Advisors
The Board and its committees may seek advice from outside advisors, including separate legal counsel, as appropriate
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D. |
BOARD COMMITTEES |
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1. Committees
The Board of Directors has a standing Audit Committee, HR Committee and Governance Committee. The purpose and responsibilities of each of these committees are outlined in committee charters approved by the Board. The Board may appoint such additional standing or temporary committees from time to time as the directors are see fit, delegating to such committees all or part of the Board's powers.
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2. Assignment and Term of Service of Committee Members
The Board is responsible for the appointment of committee members and chairs. Each year the Board, at the first meeting following the Annual Meeting of Shareholders shall elect the members of each committee.
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3.Frequency of Meetings
The audit and HR Committee shall meet at least two times annually and more frequently if circumstances dictate. The Governance Committee shall meet at least one time annually.
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4. Agenda, Length and Reports of Committee Meetings
The chair of each committee approves the agenda, length of and attendance at each committee meeting. Material related to agenda items are given to the committee members sufficiently in advance to allow the members to prepare for discussing the items at the meeting. The Committee chairs report a summary of their meeting to the Board following each regular committee meeting .
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5. Membership
Audit committee, RH committee and Governance Committee shall be comprised entirely of Board Members
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6. Chairman
The chairman of each of the above Committees shall be other than the Board Chairman .
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7. Casual Vacancy
In case of casual vacancy in any Board Committee, the Board shall fill-up the vacancy. |
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8. Responsibilities
Each committee annually review the responsibilities of such committee and approve the committee's charter and report the results of the review to the Board.
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E. |
BOARD AND MANAGEMENT EVALUATION |
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1. Formal Evaluation of the Managing Director and other Officers
The HR Committee shall review and approved corporate goals and objectives relevant to the compensation of the Company's Managing Director. The Managing Director shall provide the HR Committee a summary of the goals and objectives and performance against such goals and objectives of the other senior officers. The HR committee shall also evaluate the Managing Director's and Officers' performance in light of such goals and objectives at least annually and communicate the results to the Managing Director and the Board. Based on such evaluation, the HR committee shall establish and approve annually for the Managing Director and the senior executives, the compensation levels for those persons, including, as applicable (a) base salary (b) bonus (c) other compensation, perquisites and special or supplemental benefits.
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2. Board, Committee and Chairman Evaluation
The Board will conduct an annual evaluation of the Board and each committee to determine whether it and its committees are functioning effectively. The Governance Committee will be responsible for overseeing the evaluation process and reporting the results to the Board.
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3. Succession Planning and Management Development
The CEO reviews succession planning and management development with the Board on at least an annual basis. The Board reviews CEO succession planning on at least an annual basis
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