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NOMINATION AND REMUNERATION POLICY AND EVALUATION CRITERIA FOR DIRECTORS/EXECUTIVE DIRECTORS AND TOP LEVEL EXECUTIVES
The Board of Directors of The IBN SINA Pharmaceutical Industry Ltd. has duly constituted a Nomination and Remuneration Committee (NRC), as per the requirements of the Corporate Governance Code of Bangladesh Securities and Exchange Commission (BSEC).
As per condition no. 6(5) (b) of the Corporate Governance Code of BSEC’s notification no. BSEC/CMRRCD/2006-158/207/Admin/80, Dated 03 June 2018, ‘’Nomination and Remuneration Committee (NRC) recommends a policy regarding the remuneration of the directors, top level executives in formulating the criteria for: -
- Determining the qualifications, positive attributes and independence of the Directors/Executive Directors and Top Level Executives.
- Evaluation of performance of Independent Directors and the Board.’’
Overview of the Nomination and Remuneration Policies:
The Company inevitably will follow the nomination and remuneration policies and the benchmark of which pursuing the business code of conduct and standards perceptible in the market context and appropriate to meet the present and future needs of the Company.
The broad criteria in this respect for the Executive Directors and Top-Level Executives of the Company are as follows:
a) Nomination Criteria
- The Company policies as well as guidelines and applicable laws/regulations for the Company;
- A prescribed selection process that is transparent in all respects;
- Following a process which is compatible to the recognized standards and the best practices;
- Distinguishing the core competencies of the respective personnel for the different level of management and employees of the Company;
- Follow diversity in age, maturity, qualification, expertise and gender disciplines.
b) Recruitment and Selection Standards
The outline of the Company needs for the employees at different levels, as determined by the management. The recruitment and selection of Executive Directors, Top-Level Executives of the Company are made according to the following core guiding principles:
Executive Directors and Top Level Executives: The candidate(s) for Executive Director(s), based on the set criterions of BSEC and Service Rules of the Company. The Board of Directors appoints Executive Director(s) and Top Level Executives, upon nomination and recommendation of the NRC.
Independent Director: The Independent Director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial laws, regulatory requirements and corporate laws that can make meaningful contribution to the businesses.
The Independent Director should have competence of the relevant sector in which Company operates, and necessarily should have the qualifications as required by the Code of BSEC. The Board of Directors appoints Independent Directors upon nomination and recommendation of the NRC, which is then approved by shareholders at the Annual General Meeting of the Company.
c) Remuneration Criteria
The key features of the Remuneration Criteria recommended by the NRC are as follows:-
- The structure, scale and composition of remuneration/ honorarium are reasonably considered based on the Company’s Policies and Guidelines set by the Board of Directors to attract, retain and motivate the top level executives/executive directors to run the Company efficiently and successfully;
- The context of packages, including remuneration/ benefits is categorically laid down which meets the appropriate performance benchmarks as per the Company Policies and Guidelines ratified by the Board as and when required;
- The NRC will recommend the Board meeting attendance fees, honorarium, including incidental expenses, if any; and
- No member of the NRC will be allowed to receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Board meetings and Board’s sub-committee meetings attendance fees from the Company.
d). Evaluation Criteria
Directors/Executive Directors/Top Level Executives: The respective line authority of the Directors/Executive Directors/Top Level Executives sets the performance measurement criteria based on the respective role profile and responsibilities through the Company’s annual appraisal policy/process at a certain time of each calendar year.
Independent Director: The evaluation of performance of the Independent Directors (IDs) is to be carried out according to the criteria of attendance and participation at the Board meetings and committee meetings; participation in the Board meetings and committee meetings and contribution to the improvement of the corporate governance practices of the Company.
The Nomination and Remuneration Committee (NRC) in its 3rd meeting held on 14.09.2019 has vetted the mentioned policy and recommended of the same for perusal of the Board of Directors of the Company.
Accordingly the Board in its 269th meeting held on 19.09.2019 approved the “Nomination and Remuneration Policy” of the Company.