TERMS OF REFERENCE
The Chairman, Meghna Cement Mills Limited will be elected or appointed by the members of the Board of Directors of the Company. Chairman of the company shall have the powers, rights and authorities to exercise singly and/or jointly, as deemed necessary and expedient under the approval of the Board of Directors from time to time. The duties and responsibilities of the Chairman of Meghna Cement Mills Limited shall be as follows:
i. To preside over the meetings of the Board of Directors, Committees and conducting its business in an orderly fashion.
ii. To lead the board, sets its agenda and ensures it is an effective working of the Board at the head of the company.
iii. To promote a culture of openness and debate and responsible for effective communication with shareholders (but note the role of the senior independent director as well.
iv. To ensure that all board members receive accurate, timely and clear information.
v. To ensure that clear division being maintained in discharging the responsibilities as the head of the company in running the board and in running of the company’s business.
vi. To ensure that a good working relationship maintained between the executive and non-executive directors and sufficient time to discuss strategic issues.
vii. To ensure that no one individual have unfettered powers in decision making process.
viii. To render service as an Executive Chairman as and when it is required for the interest of the Company;
ix. To play a pivotal role in terms of the day-to-day management of the company and in the general meetings the issues concerning the interests of the shareholders are transacted.
x. In the board meetings Chairman of will ensure that –
a. business of the meetings is according to the agenda mentioned in the notice of meetings;
b. discussions are contained within the scope of the notice;
c. there is foil disclosure where any particular director present is interested in respect of any business in the agenda;
d. unless very urgent, no business should be transacted as ‘any other business’; where any director dissent or oppose any proposal his views are correctly recorded;
e. where there is demand for vote or poll, there must be voting or polling on the particular business of the agenda;
f. important comments and observations of individual directors are properly and faithfully recorded.
g. the provisions of the articles are strictly followed;
h. the resolutions are circulated to all directors available in Bangladesh before their transaction in the board meetings;
i. the resolutions) is/are accompanied by all supporting documents; and
j. the resolution when approved be done by all or at least majority of directors available in Bangladesh.
xi. In the general meeting the Chairman of will ensure or to see –
a That the meeting is properly convened.
b. That a quorum is present before he allows the meeting to proceed.
c. That motions and amendments are in order for discussion at the meeting, and to suppress irrelevant proceedings.
d. That the articles of the company are complied with and that every’ motion or amendment is properly proposed and usually seconded,
e. That orders are preserved impartially, and to secure that every person entitled to speak get proper opportunity to express his views provided he keeps to the point
f That the minority is properly heard, and at the same time to take any action necessary to prevent an energetic but recalcitrant minority from obstructing the meeting,
g. That questions to the meeting are put properly and to declare the result of the voting,
h. That a poll, if properly demanded by the prescribed number of members, is granted.
i. That the sense of the meeting is properly ascertained upon a question before the meeting.
j. That proper minutes are kept, and to sign those minutes as authorized by the articles.
k. That the speakers to address the meeting are invited impartially (e g., where two or more persons rise at once), or to resume the speakers’ seats when their allotted time have expired, or when they introduce irrelevant topics, or otherwise obstruct the meeting with due care and caution.
l. That all acts necessary for preserving order and regulating the proceedings are done properly, so that all persons duly entitled have are reasonable opportunity of voting, on their own responsibility, subject to being called upon to answer for their conduct if they do anything improperly.
Standard for BSEC Compliance as per CG Code
Now, therefore, in exercise of the power conferred by section 2CC of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Commission hereby repeals its earlier Notification No. SEC/CMRRCD/2006158/134/Admin/44, dated 07 August 2012, published in the official gazette on 30 August 2012 and the relevant Notification(s) on the same matter and, imposes the following further conditions, i.e., Corporate Governance Code to the consent already accorded by it, or deemed to have been accorded by it, or to be accorded by it in future, to the issue of capital by the companies listed with any stock exchange in Bangladesh:
Provided, however, that these conditions or Code are imposed on ‘comply’ basis; the companies listed with any stock exchange in Bangladesh shall comply with these conditions or Code in accordance with the condition No. 9.
The Conditions, i.e., Corporate Governance Code:
3. Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS).–
(a) The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit and Compliance (HIAC);
(b) The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall be filled by different individuals;
(c) The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time;
(d) The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC and the CS;
(e) The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s).
(2) Requirement to attend Board of Directors’ Meetings:
The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board: Provided that the CS, CFO and/or the HIAC shall not attend such part of a meeting of the Board which involves consideration of an agenda item relating to their personal matters.
Note: Need to comply with all clauses regarding MD or CEO, CS, CFO and HIAC in Corporate Governance Code including the above stated clauses.
MEGHNA CEMENT MILLS LIMITED
TERMS OF REFERENCE
The Managing Director of Meghna Cement Mills Limited will be the Chief Executive Officer and will have responsibilities for the day to’ day management of the company and putting into effect the decisions and policies of the board.
To be the Managing Director of the company a person will have the following qualifications:
a. must be a director in the first place;
b. is subject to qualifications and disqualifications as applicable to directors;
c. he exercises substantial powers in terms of trust of higher degree.
The position of a Managing Director of the company be dealt within the conditions of the Companies Act, regulations, directives and the Articles of Association of the Company. The Managing Director will exercise such powers and authorities as may be delegated by the Board of Directors for the time being and from time to time. The management of the Company shall be vested in the Managing Director of the Company who shall under the general supervision of the Board of Directors manage the affairs of the Company as per allocation of powers and responsibilities. Managing Director shall have the following specific powers, rights and authorities to exercise singly and/or jointly, as deemed expedient under the approval of the Board of Directors:
a) To generally manage all concern and affairs of the Company, to appoint and engage employee, officers, agents, organizers, pilots, flight engineers, ground engineers, experts, scientists, technicians, crews, caterers, labors, servants and others for the purpose of the Company and to remove or dismiss them and appoint others in their places and to pay and allow to be paid to employees as aforesaid such salaries, commission, wages or other remuneration’s as may be deemed fit and proper and in particulars to sanction and spend the preliminary expenses of the company.
b) To borrow or raise any sum(s) of money by loan or otherwise or mortgage or hypothecation on such securities or terms as they may deem fit and execute, sign and seal or deliver all necessary documents or do any other action that behalf
c) To demand, sue for, give effectual receipts and discharges of all kinds of covenant, agreement or conditions, to take proceedings, civil, criminal or otherwise or recovery of such debts, money, rent dues, damage and compensation in respect of such debt.
d) To purchase or otherwise acquire for the Company any property, rights and privileges such as the Company is authorized to acquire at such price and generally on such terms and conditions as they may think fit.
e) To execute and sign in the name of the Company all such deed and things as are necessary for the welfare of the Company.
f) To open any Banking Accounts with any scheduled bank or banks and to operate the same either jointly or singly, as decided by the Board of Directors and to borrow money for the purpose of the Company.
g) To sign cheques, certificates and other documents on behalf of the Company.
h) To purchase, sell, let, exchange or otherwise dispose of absolutely or conditionally any movable property for the purpose of the Company.
i) To settle, compound, submit to arbitration and compromise and withdraw all actions, accounts, demands, whatsoever arising any legal proceedings or not.
j) To grant any power of attorney, general or special, on behalf of the Company to any directors, officers, employees, person or persons or to any Company and give full power and authority to appoint one or more substitute to do, execute and perform all or any such matters or things as aforesaid.
k) To invest the reserve fond of foe Company or to dispose of the same on behalf of the company as they may be deemed fit and proper.
l) To insure all or any property of the Company with the insurance Company of the People’s Republic of Bangladesh.
m) To give donations or subscriptions to public or other useful objects.
n) To admit execution of documents before any Register or sub-Register and conduct or defend any case before him.
o) To sign any paper, petition, written statement, compromise, vokalatnamas authorizing legal practitioners to act on behalf of the Company in all courts, civil, criminal or revenue and generally to do all other things for and on behalf of the Company.
p) The Managing Director may delegate all or any of the powers to such other Directors or persons as they think fit and proper in the interest of the company.
MEGHNA CEMENT MILLS LIMITED
CHIEF FINANCIAL OFFICER
HEAD OF INTERNAL AUDIT AND COMPLIANCE
MEGHNA CEMENT MILLS LIMITED
The Board of Directors (the “Board”) of Meghna Cement Mills Limited (the “Company”) has adopted the following Job Descriptions (JD) for the three positions as required under the corporate governance guidelines issued by the Bangladesh Securities Exchange and Commission (BSEC).
These Job Descriptions are intended to provide terms of reference to the Company Secretary, the Chief Financial Officer and the Head of Internal Audit and Compliance as to help them to discharge their duties and responsibilities and help foster a culture of transparency and accountability. Each the designated executives are to comply with the spirit of the Job Descriptions and be with immediate effect.
These Job Descriptions are executed to enhance the corporate governance with the intention of achieving the following aims:
i. To establish an ethical behavior of the executives based on trustworthiness and values;
ii. To uphold the spirit of transparency, establish accountability and fix the responsibility in line with the legislation, regulations and guidelines for administrating the company.
Board of Directors, Chairman and Managing Director.
Corporate Affairs & Secretariat Division.
To ensure corporate management and compliance issues of the Company i.e., Meghna Cement Mills Limited (MCML) and to deal with the regulatory matters of the company.
KEY AREAS OF RESPONSIBILITY:
The Company Secretary of Meghna Cement Mills Ltd. (MCML) is the custodian of the interests of the company. It is the prime duty of the Company Secretary to protect and safe guard the interests of MCML at all levels – legal, statutory administrative, arbitrational and in other policy matters. He will be responsible for ensuring that the company complies with standard corporate management, compliance and legal practices and maintains standards of corporate governance.
He will act as a point of communication between the board of directors and the company’s stakeholders and to report on time on regulatory compliance issues, interaction with the regulators and submission of the returns on time.
The Company Secretary occupies a pivotal role in the management and works as the bridge between policy and implementation process of the company. The duties of the Company Secretary have many folds including that he has to adhere to the legal and primary directives and another to discharge managerial, administrative responsibilities. The position is the flow line of all information to and from the Board.
Company Secretary’s main functions are relating to –
• Share management.
• Meeting management.
• Legal and Statutory compliance matters.
• Communication and public relation, etc.
Company Secretary’s duties and responsibilities include:
1. Convening and organizing board meetings, committees’ meetings, preparing agendas, resolutions, agenda papers, notes, preparing the minutes of the meetings, companies
2. Convening, organizing, preparing agendas and preparing the minutes of annual general meetings (AGMs) and extraordinary general meetings (EGMs);
3. Maintaining and updating of statutory books and records, including registers of members, directors as contemplated under Companies Act and BSEC Rules and Regulations applicable to the Company;
4. Dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders,
5. Contributing to meeting discussions as and when required, and advising members of the legal, governance, accounting and tax implications of proposed policies;
6. Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action;
7. Liaising with external regulators and advisers, such as lawyers and auditors, RJSC, BSEC, MoC etc.
8. Liaising with DSE, CSE and CDBL for affecting the necessary corporate actions.
9. Developing and overseeing the systems that ensure the company complies with all applicable directives, laws, codes, in addition to its legal and statutory requirements,
10. Liaison with stakeholders and ensure compliance responsibilities and handling the investor correspondence and redressing shareholders’ grievances;
11. Maintaining the register of shareholders/members;
12. Monitoring of changes in share ownership of the company;
13. Monitoring of timely issue of dividends and managing share option schemes;
14. Taking a role in share issues, mergers and takeovers;
15. Overseeing and renewing insurance cover for employees, equipment and premises;
16. Taking a role at the time of in entering into contractual agreements of the company with suppliers and customers and other parties;
17. Managing the corporate affairs and secretariat division’s (CASD) office management and as well as dealing with CASD personnel administration,
18. Overseeing public and stakeholders’ relations and overseeing the aspects of capital management matters;
19. Other corporate and regulatory matters as assigned by the Board of Directors from time to time;
20. Preparation and filing of various statutory forms, returns, reports, documents and summaries to the regulators and authorities including the RJSC and timely submission of all reports pertaining to the BSEC and Stock Exchanges;
21. Maintain strict confidentiality of the affairs of the Board of MCML;
22. Preparation and finalization of Annual Reports;
23. Obtaining strategic and professional advice on implementation and compliance with delicate company law matters;
24. Handling matters related to listed of shares of the Company in the DSE and CSE, CDBL etc.
25. Preparing and filing of various reports, documents, and letters
26. Humoring the changes and amendments to various corporate laws and their impact on Company’s operations and smooth compliances with corporate laws, rules, regulations and guidelines and implementation of good corporate governance practices with special emphasis on corporate governance guidelines,
27. Any other assignments as advised and delegated by the Board of Directors from feme to time.
CHIEF FINANCIAL OFFICER
Board of Directors
Chairman of the Audit Committee
Managing Director for day-to-day administration.
RESPONSIBLE FOR: Finance and Accounts Division.
To ensure financial planning / design, management and reporting management and control environment within the Company i.e., Meghna Cement Mills Limited (MCML) and to continue it and to ensure the reporting in time.
KEY AREAS OF RESPONSIBILITY:
The Chief Financial Officer (CFO) will provide both operational and programmatic supports to Meghna Cement Mills Ltd. (MCML) management. The CFO will supervise the finance and accounts division. The CFO reports directly to the Chairman / Managing Director (MD). He will directly assist the MD on all strategic financial matters as they relate to budget, financial management, cost benefit analysis, forecasting needs and the securing of new funding etc.
In MCML the Chief Financial Officer generally performs the following functions relating to the finance and accounts:
1. Assist in performing all tasks as necessary to achieve the MCML’s mission, objective and help execute financial growth plans;
2. Train the Finance and Accounts staff on financial management matters;
3. Work with the Chairman/Managing Director in developing new business.
4. Assist the Chairman/Managing Director in identifying new funding opportunities, the drafting of prospective and programmatic budgets, and determining cost effectiveness of prospective service delivery;
4. Assess the benefits of programmatic design and implementation matters and suggest the management over the outcome;
5. Ensure that adequate controls are installed and that substantiating documentation is approved and available such that all purchases may pass internal checking and control and are in the purview of periodic audits;
6. Provide the management with the operating budget and analysis. Work with the management to ensure programmatic success through cost analysis support, and compliance with regulatory, contractual and programmatic requirements;
7. Oversee all fiscal reporting activities for the organization including: organizational revenue/expense and balance sheet reports, reports to funding agencies, development and monitoring of organizational and contract/grant budgets;
8. Oversee all payroll activity for staff and participants;
9. Attend Board and Audit Committee meetings;
10. Monitor banking activities of the organization;
11. Ensure adequate cash flow to meet the organization’s needs;
12. Investigate cost-effective benefit plans;
13. Oversee the monthly and periodic reports including reconciliations as well as financial statements and cash flow projections for use by the management, as well as the Board of Directors;
14. Assist in the design, implementation, and timely calculations of wage incentives, commissions, and salaries for the staff;
15. Oversee the accounts payable and accounts receivable and ensure the recovery plan;
16. Oversee the maintenance of the inventory of all fixed assets, including assets purchased with government funds (computers, etc.) assuring all are in accordance with regulatory requirements and guidelines;
17. Develop new methodologies to improve the internal control process;
18. Engage efforts in meeting regulatory requirements.
19. Keep abreast of developments in best financial management practices and advise the management accordingly.
20. Any other assignments as delegated by the Board of Directors and the management from time to time.
HEAD OF INTERNAL AUDIT AND COMPLIANCE
Board of Directors
Chairman of the Audit Committee
Managing Director for day-to-day administration
RESPONSIBLE FOR: Internal Audit Team.
To provide independent and objective assurance on the management of risk throughout the Company i.e., Meghna Cement Mills Limited (MCML).
KEY AREAS OF RESPONSIBILITY:
The Head of Internal Audit has to work in accordance with the internal audit guidelines and standards. He will provide assistance to the management in meeting regulatory requirements, keep abreast of developments in best internal management practices and advise the authorities accordingly. The Head of Internal Audit will ensure that the final internal audit reports are issued with all recommendations made to the board and to implement the equal opportunities policy in the internal audit activities.
In MCML the Head of Internal Audit generally performs the following functions relating to the internal audit management and control:
1. Develop an annual internal audit plan to identify priorities and resource requirements for the year.
2. Annual internal audit plain has to cover’ all activities of the MCML including the Registered Office and Factory operations, Sales and Marketing network.
3. Meet with the Directors, Management and Trustees, to discuss needs and propose internal audits, to build stakeholder requirements into internal audit department’s plans.
4. Ensure that the internal audit plan is developed to meet the regulators’ expectations as well to meet the Audit Committee’s expectations. To ensure quality control of the internal audit plans on an ongoing basis by reviewing periodically.
5. Develop the internal audit team’s engagement with and support of MCML’s major business strategy change program.
6 Ensure annual audit plans have contingency built in, to provide unexpected audits to departments and cost centers as they may surface.
7. Support and encourage internal audit team members to be proactive in identifying opportunities to share best practice with Trustees, Directors and Managers to improve the control environment.
8. Ensure effective and efficient use of company’s resources.
9 Develop new methodologies to improve the internal audit process, making it “easier” within the MCML as to request for internal audits and implement recommendations.
10. Provide ongoing feedback to the team to ensure they develop the skills and competencies required for effective planning and individual professional and personal career growth.
11 Make direct reports accountable for managing and developing their assignments to ensure the internal audit department’s goals are achieved with satisfaction.
12. Ensure that appropriate consideration of risk and control is given to all changes.
13. Oversee and provide quality control for the cost centers and department’s internal audits, to ensure departmental mandate and business goals are met;
14. Ensure completion of audit assignments to provide independent, objective assurance to the Board.
15. Manage and oversee team performance through performance planning, training and performance appraisals.
16. Motivate and inspire the team by providing them with the information and tools they need to do their jobs well and meet Board’s expectations.
17. Deal with performance issues, discipline as necessary and address poor standards, ensuring department targets and Board’s satisfaction is not compromised.
I8. Report to the Board of Directors at the required intervals on Internal Audit assignments including planned reviews, investigations, risk advisory work and any other ad-hoc activity as required.
19. Report to the Audit Committee on any adverse matters and findings.
20 Any other duties as are within the scope, spirit and purpose of the job, the title of the post and it’s grading as requested by the line manager or Head of Department/Division.