GQ Ball Pen Industries Limited
Nomination and Remuneration Committee
Terms of Reference (TOR)
Clause 6 (1) (c) read with the applicable Clauses of Corporate Governance Code of Bangladesh
Securities and Exchange Commission require the Board to clearly set forth in writing the duties
of the Nomination and Remuneration Committee (NRC).
This Terms of Reference (TOR) of the Nomination and Remuneration Committee is framed as
per the requirements of the aforesaid governance code.
The Board established a Committee to be known as the Nomination and Remuneration
Committee. The Nomination and Remuneration Committee assists the Board in fulfilling its
oversight responsibilities in respect of:
● Formulation of nomination criteria for appointment of directors, chief executives and
other top level executives;
● Formulation of remuneration policy for the directors and top level executives;
● Devising policy on Boards diversity;
● Formulation of Policy on Evaluation of performance of the Board of Directors,
Committees and individual Directors;
● The membership of the Committee is as appointed by the Board from time to time from
amongst the non-executive directors;
● The Committee comprises of three members including Independent Directors;
● The Independent Directors will be appointed by the Board and approved by the
shareholders for a term of three years and term can be extended for another three years. A
former independent director may be considered for reappointment for another tenure after
a time gap of one tenure, i.e., three years from his or her completion of consecutive two
tenures [i.e. six years];
● Except Independent Director, the membership of other directors is subject to annual re-
election by the shareholders;
● The Committee has a Chairman selected by the Board who shall be an Independent
● When the term of service of the Committee members expires or there is any circumstance
causing any Committee member to be unable to hold office until expiration of the term of
service, thus making the number of the Committee members to be lower than the
prescribed number, the Board of Directors shall appoint the new Committee member(s)
to fill up the vacancy(ies) immediately or not later than 180 days from the date of
vacancy(ies) in the Committee.
● The members of the committee can be changed/removed at the discretion of the Board of
Directors at any time.
The Company Secretary shall act as the Secretary of the Committee.
● The Committee meets at least once in a year, with authority to convene additional
meetings as circumstances require;
● Meetings are convened by written notice served on each of the members by the Secretary
of the Nomination and Remuneration Committee, such notice to be served at least two
days prior to the meeting;
● All members of the Committee are expected to attend each meeting;
● The quorum necessary for the transaction of business shall be two Committee members,
the quorum of the Nomination and Remuneration Committee meeting shall not constitute
without presence of at least 1(one) independent director. A duly convened meeting of the
Committee at which a quorum is present shall be competent to exercise all or any of the
authorities, duties and discretions vested in or exercisable by the Committee;
● Meetings of the Committee may be attended by the Chairman, MD, HR executives and
outside expert at the invitation of the Committee;
● In the absence of the Committee Chairman the remaining members shall elect any of
them present to chair the meeting;
● Formal decisions are made by a simple majority vote, with the Chairman of the meeting
holding a casting vote; and
● The Secretary shall be responsible, in conjunction with the Chairman of the Committee,
for compiling and circulating the agenda and papers for the meeting. The Secretary will
also be responsible for liaising with the Executive Team to ensure that all papers, reports
etc. required by the Committee are forwarded to them in a timely manner.
Minutes of Meetings
● The Secretary shall minute the proceedings and resolutions of all meetings of the
Committee, including recording the names of those present and in attendance.
● Conflicts of interest must be declared by Committee members at the beginning of
meetings and the Secretary should record any such declaration in the minutes.
● The Committee Secretary shall promptly circulate draft meeting minutes to the
Committee Chairman for review and subsequently to all members of the Committee.
Meeting minutes shall be confirmed at the next meeting of the Committee and tabled as
soon as practicable thereafter at a meeting of the Board.
Annual General Meeting
The Committee Chairman shall present at the Annual General Meeting and respond to any
questions regarding the Committee’s activities at the Annual General Meeting of the Company’s
Duties & Responsibilities
NRC shall oversee, among others, the following matters and make report with recommendation
to the Board:
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
v. identifying the company’s needs for employees at different levels and determine their
selection, transfer or replacement and promotion criteria; and
vi. developing, recommending and reviewing annually the company’s human resources and
● The Committee Chairman shall report to the Board on its proceedings after each meeting
on all matters within its duties and responsibilities.
● The Committee shall make whatever recommendations to the Board it deems appropriate
on any area within its remit where action or improvement is needed.
The Committee shall also:
● Review annually its own performance, constitution and terms of reference to ensure it is
operating at maximum effectiveness and recommend any changes it considers necessary
to the Board for approval;
● Undertake any other projects relating to its remit which it considers appropriate or as
requested by the Board.
The Committee is authorized by the Board:
● To seek any information it requires from any employee of the company in order to
perform its duties;
● To obtain, at the Company’s expense, outside legal or other professional advice on any
matter within its terms of reference;
● To call any employee to be questioned at a meeting of the Committee as and when
● To gain unrestricted access to all books and records of the Company.