NRC Policy

Terms of Reference (ToR)

of

Nomination and Remuneration Committee (NRC)

  1. Introduction:

The Nomination and Remuneration Committee (NRC, or “the Committee”) is formed by the Board of Directors of Summit Alliance Port Limited in its Meeting held on ---- 2020 in pursuance of Bangladesh Securities and Exchange Commission’s notification No. BSEC/CMRRCD/2006-158/207/Admin/80, dated June 03, 2018 on Corporate Governance Code (CGC). The NRC is a sub-committee of the Board, and the Board of Directors of Summit Alliance Port Limited (SAPL) has decided that the Terms of Reference of the NRC shall be determined as per the CGC and other directives, issued by the Bangladesh Securities and Exchange Commission, from time to time.

  1. Objective:
    The objective of the Terms of Reference of the NRC is to determine the scope of work, and guide the operations of the NRC, in consonance with those encapsulated in the Corporate Governance Code.

 

  1. Composition of NRC:
    • The NRC shall comprise of at least three members including an independent director.
    • All members of the Committee shall be non-executive directors;
    • Members of the Committee shall be nominated and appointed by the Board;
    • The Board shall have authority to remove and appoint any member of the Committee;
    • In case of death, resignation, disqualification, or removal of any member of the Committee or in any other such cases, the board shall fill the vacancy within 180 (one hundred eighty) days of such a situation arising in the Committee;
    • The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor, who shall be a non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee;

 

  1. Chairperson
    • The Board shall select 1 (one) member of the NRC to be the Chairperson of the Committee, who shall be an independent director;
    • In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;
    • The Chairperson of the NRC shall attend the Annual General Meeting (AGM) to answer the queries of the shareholders:
    • In the absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the Annual General Meeting (AGM) for answering the shareholder’s queries, and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM.

 

  1. Secretary to the Committee:

The Company Secretary shall act as the Secretary of the Committee;

 

  1. Meetings:
    • The NRC shall conduct at least one meeting in a financial year;
    • The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;
    • The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC;
    • The quorum of the meeting of the NRC shall be constituted in presence of either two members or two-third of the members of the Committee, whichever is higher, where presence of an independent director is mandatory, as required under condition No. 6(2)(h) of the CGC;

 

  1. Minutes:

The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.

  1. Voting:

Every member of the committee shall have one vote and in case of equality of votes, the Chairman shall have a casting vote.

  1. Attendance Fees:

No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Attendance fee, equal to Director’s fees or honorarium, from the company.

  1. Reporting by the committee:
    • The NRC shall report on its activities to the Board. The company shall disclose the Nomination and Remuneration Policy, and the evaluation criteria and activities of NRC, during the year, at a glance in its annual report.
    • The NRC shall immediately report to the Board if any material issue arises out of the meetings of the committee.
  1. Roles and responsibilities of the committee
    • NRC shall be independent and responsible or accountable to the Board and to the shareholders;
    • The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top-level executives, as well as a policy for formal process of considering remuneration of directors and top-level executives;
    • NRC shall oversee, among others, the following matters and make reports with recommendation to the Board:
    • 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 executives, considering the following:
      • the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully;
      • the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
      • 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;
    •  devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality;
    • identifying persons who are qualified to become directors and who may be appointed to top level executive positions, in accordance with the criteria laid down, and recommend their appointment and removal to the Board;
    • formulating the criteria for evaluation of performance of independent directors and the Board;
    • identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria; and
    • developing, recommending and reviewing annually the company’s human resources and training policies;
  1. Review of the Terms of Reference (ToR):

The Board of Directors may modify these Terms of Reference from time to time.

The Corporate Governance Code and other directives, orders, notifications etc. issued by Bangladesh Securities and Exchange Commission shall prevail over these Terms of Reference.