Nomination and Remuneration Committee (NRC)

Formation and Composition of the Committee

 

The NRC of GQBPIL Companies has three members (03) who are exclusively Non-executive Directors including one Independent Director. The Committee consists of:

 

Membership Representation in the Board Position in the Committee

 
Mr. Mainul Huq Independent Director Chairman

 
Mr. Qazi M. Salman Sarwar Member Director Member

 
Ms. Sara Huq Member Director Member

 
Mr. Uzzal Kumar Saha Company Secretary Secretary

 

 

Terms of Reference (ToR) of the Committee

The Board of Directors sets out the ToR of the Committee in line with the corporate governance code issued by the Bangladesh Securities and Exchange Commission. The ToR of the Committee includes the following:

  • Formulate policy on qualifications criteria, positive attributes, and independence of Directors and top-level executives.
  • Oversee the Company’s remuneration policy for the Directors and top-level executives and make appropriate recommendations to the Board.
  • Assist the Board to select persons qualified to be a Director or hold a top-level executive position fulfilling the pre-set nomination criteria and recommend for their appointment.
  • Devise a policy on Board diversity taking into consideration of age, gender, experience, ethnicity, educational background, etc.
  • Review the code of conduct of the Board on a periodic basis and recommend any amendments for Board’s consideration.
  • Assist the Board to devise the criteria for evaluation of the performance of Independent Directors and other Board members.
  • Develop, recommend and review annually the Company’s human resources and training policies.

 

Meeting and Attendance

The Committee had one meeting during the year. All three members attended the meeting. The proceedings of the meeting were appropriately recorded. No member of the Committee received any remuneration other than the meeting attendance fee.

 

Nomination and Remuneration Policy

The Company has a policy on nomination and appointment of Directors in the Board. The policy it sets out the detail qualification and other eligibility norms for the members and the process of their nomination.

All the members are non-executive. The Company pays no remuneration to them other than the fees for attending the Board and other committee meetings.

 

Activities carried out during the period

The Committee carried out the following activities in line with its Terms of Reference during the reporting period:

  1. Evaluated the code of conduct for the Chairman and other Board members and made the appropriate recommendations.
  2. Reviewed the Company’s existing policy on remuneration to Directors and top executives.
  3. Studied Company’s human resource and training policies.
  4. Conducted an assessment of the qualification and other details of the Independent Director and made appropriate recommendations to the Board.