Meghna Cement Mills Ltd.
This Terms of Reference (TOR) is to guide the Board of Directors (the
“Board”) of Meghna Cement Mills Limited (the “Company”) responsible for leading the process for Board and for
the Board Committee Members’ appointments.
The Nomination and Remuneration Committee (NRC) (“the Committee”) is a Committee under the Board which is responsible for, amongst other things, the identification, nomination and recommendation of persons/candidates for appointment in due Board of the Company and will be a guide for the directors/members who are to be appointed in the Committee in carrying out their respective roles and responsibilities as its members.
The Nomination and Remuneration Committee (NRC) has been established to assist the Board in developing and administering a fair and transparent procedure for setting policy on the Nomination and Remuneration of Directors and senior management personnel of the Company and for determining their responsibilities and packages.
The Board of Directors (the “Board”) of the Meghna Cement Mills Limited has established a standing committee of the Board known as the Nomination and Remuneration Committee (NRC).
4.1 Nomination and Remuneration Committee (NRC) shall be appointed by
the Board and can be removed by the Board at its sole discretion.
4.2 The Committee shall be made up of at least 3 (Three) members, two of whom shall be Independent Directors and a non-executive director.
4.3 Appointments to the Committee shall be for a period of up to 03 (three) years, which may be extended for further 03 (three) years’ periods provided that the Director to whom the extension is applicable still meets the criteria for membership of the Committee.
4.4 Board shall from time to time, vary the composition of the Nomination and Remuneration Committee (NRC) as may be required by the Regulatory Authorities in Bangladesh (as modified from time to time) or the rules of the stock exchange in respect of which the shares of the Company are fared or other codes, rules and regulations as may be prescribed by the Bangladesh Securities & Exchange Commission or any other applicable regulatory authority from time
5.1 The Nomination and Remuneration Committee (NRC) is constituted by
the Board of the Meghna Cement Mills Limited in accordance with the Company’s Articles of
5.2 The Nomination and Remuneration Committee (NRC) shall report directly to the Board on its decisions or recommendations. NRC may consult the Chairman and/or other Directors of Meghna Cement Mills Limited about their recommendations, proposals or any matter if it deems necessary or fit;
5.3 The Nomination and Remuneration Committee (NRC) shall be provided with sufficient resources to discharge its fades and shall have access to independent professional advices, as and when necessary.
5.4 The NRC may delegate its authority to any Sub-committee or to the Chairman of other committees when it deems appropriate and for the best interest of the Company.
The Board of Directors shall appoint the Chairman of the Committee. One of the Independent Director will chair the Committee. In such cases, or in the Chairman of the Board’s absence, the other Independent Director will chair the meetings of the Committee. In the absence of the Chairman of the Committee and other member (Independent Director) the meeting will be cancelled.
The Committee Secretary shall be the Company Secretary of the Meghna Cement Mills Limited.
The Nomination and Remuneration Committee (NRC) shall report to the Board concerning its activities, decisions or recommendations, either orally or in writing on a regular basis, in particular at the immediate next meeting of the Board following the meeting of the NRC.
The quorum necessary for the transaction of business shall be 01Independent Director and 01 member (cheek CG Code). members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
10.1 The Committee shall meet at least once in a year and at such other
times as determined by the Committee Chairman.
10.2 Meetings of the Committee shall be called by the Secretary of the Committee at the request of die Chairman;
10.3 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee no later than 03 (three) calendar days before the date of the meeting. Supporting papers shall be sent to Committee members at the same time.
Only the members of the Committee have the right to attend Nomination and Remuneration Committee (NRC) meetings. However, other individuals such as other Directors (including those Non- Executive Directors who are not members of the Committee), the Company Secretary, Head of HR and Advisers may be invited to attend for all or part of any of its meetings, as and when appropriate, at the discretion of the Chairman of the Committee.
12.1 The Company Secretary of the Company should keep the minutes of all
12.2 Minutes of meetings of the Nomination and Remuneration Committee should be sent to all Members within a reasonable time after the meeting.
12.3 Minutes of all Nomination and Remuneration Committee (NRC) meetings will also be sent to other members of the Board at the same time when they are sent to Members.
13.1 The Resolutions of the Nomination and Remuneration Committee (NRC)
shall be passed by a majority of votes, which can also be passed by way of unanimous written
13.2 Meetings can be held in person, or by audio and/or video conference.
13.3 A Resolution by Circulation of the Nomination and Remuneration Committee (NRC) may be passed if all the members of the Committee so agreed, when a Meeting of the NRC cannot be convened or for any reason the Chairman of the same thinks fit or proper and on majority of the Members of the committee so agree.
13.4 A Resolution by Circulation of the Nomination and Remuneration Committee (NRC) shall be signed well before its execution or forwarding of the same to the Board of Directors of the Company.
13.5 A Resolution by Circulation of the Nomination and Remuneration Committee (NRC) shall be passed in the immediate next meeting of the Committee.
The key responsibilities of the Committee are to:
14.1 Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes, taking into account any legislative or regulatory requirements;
14.2 Give full consideration to succession planning for Directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company and the Bashundhara Group as a whole, including all its businesses and subsidiaries of the “Bashundhara Group”, and the skills and expertise needed on the Board in the future or to ensure compliance with prospective legislation or regulation;
14.3 Be responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when required;
14.4 Prior to any appointment to the Board, evaluate the skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates, the Committee shall:
14.4.1 At its discretion use and engage all its efforts to facilitate the search;
14.4.2 Consider candidates from a wide range of backgrounds;
14.4.3 Consider candidates with due regard for the benefits of the Company, taking care into that the appointees have enough time available to devote to the position.
14.5 Prior to the appointment of a Director, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interests and be required to report any future business interests that could result in a conflict of interest;
14.6 Oversee the evaluation of the performance of the effectiveness of the Board and Board Committees, and recommending actions for addressing any findings and overseeing the implementation of any resulting action plan;
14.7 Periodically, generally on annual basis, to assess the knowledge, skills and experience of individual members of the Board and of the Board collectively, reporting this to the Board;
14.8 Keep up to date and fully informed about strategic issues, regulatory developments and commercial changes affecting the Company and the market in which it operates;
14.9 Review annually the time commitment required from Non-Executive Directors.
14.10 Ensure that, on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of commitment, service and involvement;
14.11 Review and approve, periodically, the Company’s Board Diversity Policy to promote diversity on the Board;
14.12 Review and approve the Terms of Reference of this Committee to ensure that they remain appropriate and fit for purpose and to recommend to the Board of any such changes as considered necessary or desirable by this Committee;
14.13 The Committee shall also make recommendations to the Board concerning:
14.13.1 Formulating plans for succession for both Executive and Non-Executive Directors;
14.13.2 The appointment of any Non-Executive Director and Independent Directors at the conclusion of their specified term of office having given due regard to their performance and ability to continue and to contribute to the Board in the light of the knowledge, skills and experience required;
14.13.3 Any matters relating to the continuation in office of any Director at any time.
14.13.4 Appointment of any Director to executive or other office of the Company.
The Committee shall:
15.1 Have access to sufficient resources in order to carry out its duties, including access to external advisers and experts for assistance as required;
15.2 Be provided with appropriate and timely training, both in the form of an induction program for new members and on an ongoing basis for all members; and
15.3 Ensure regular review of its performance, constitution and Terms of Reference.