MEGHNA CEMENT MILLS LIMITED NOMINATION & REMUNERATION COMMITTEE
TERMS OF REFERENCE

1.0 Introduction

i. This Terms of Reference (TOR) is to guide the Board of Directors (the “Board”) of Meghna Cement Mills Limited (the “Company”) in formation and operation of the Nomination & Remuneration Committee (the “Committee”) and will be a guidance for the directors/members of the Nomination & Remuneration Committee in carrying out their respective roles and responsibilities as members.
ii. It is required that the Board of the Company has to reconstitute the Nomination & Remuneration Committee in accordance with the Corporate Governance Code and directives applicable for the Company.
iii. The NRC will ensure that the interests of company are properly protected.
iv. The Committee will be a committee under the Board and nothing in this TOR would be interpreted as a departure from the principle of the board of directors’ functions as all the directors shall remain responsible equally for the Company’s
affairs.
v. The NRC, like other committees to which particular responsibilities are delegated,
will remain as a subordinate committee of the Board.
vi. This TOR contains guidance to the conduct of the Nomination & Remuneration
Committee of Meghna Cement Mills Limited.
vii. The Company’s Board and Management shall extend all necessary cooperation
and provide required resources to the Nomination & Remuneration Committee of Meghna Cement Mills Limited to discharge its duties and responsibilities.

2.0 Objectives

i. The Nomination & Remuneration Committee has been established to assist the Board in developing and administering a fair and transparent procedure for setting policy on the remuneration of directors and senior management of the Company and for determining their remuneration packages and to review and oversee the Company’s overall human resources strategy.
ii. The Nomination and Remuneration Committee (NRC) shall act as a sub-committee of the Board;
iii. 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 executive as well as a policy for formal process of considering remuneration of directors, top level executive;
iv. The Terms of Reference (ToR) of the NRC is set to clearly set forth for covering the areas as stated by the regulatory directives in this respect;

3.0 Constitution

i. The Board of Directors (the “Board”) of the Meghna Cement Mills Limited has established a sub-committee of the Board known as the Nomination & Remuneration Committee.
ii. 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 executive as well as a policy for formal process of considering remuneration of directors, top level executive;
iii. The Committee shall comprise of at least three(03) members including an independent director;
iv. The company secretary shall act as the secretary of the Committee;
v. The quorum of the NRC meeting shall be constituted only with attendance of at
least one(01) independent director;

4.0 Members

i. The Board will appoint the members of the Nomination & Remuneration Committee with at least three (03) members including one (01) Independent Director.
ii. The Nomination & Remuneration Committee of the Company is re-constituted with
the following persons as its members and the secretary:
a. Mr. Khawaja Ahmedur Rahman, Chairman of the Committee;
b. Mr. Safwan Sobhan, Member of the Committee;
c. Mr. Zeaur Rahman, Member of the Committee;
d. Mr. M. Naseemul Hye FCS, Secretary of the Committee.
iii. All members of the Committee shall be non-executive directors;

iv. Members of the Committee shall be nominated and appointed/re-appointed by the Board of Directors from time to time;
v. The Board shall have authority to remove and appoint/re-appoint any member of the Committee;
vi. In case of death, resignation, disqualification, or removal or inability of any member of the Committee or in any other cases of vacancies, the Board of Directors shall fill the vacancy within 180(one hundred eighty) days of occurring such vacancy in the NRC;
vii. 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 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;
viii. No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the company.
ix. The Nomination & Remuneration Committee shall be constituted/re-constituted by the Board of Directors. The members of the Committee shall be non-executive directors and appointed/ re-appointed by the Board of Directors from time to time. The member/members of the Nomination & Remuneration Committee can be removed/ replaced by the Board.
x. The Board shall from time to time vary the composition of the Nomination & Remuneration Committee as may be required by the Corporate Governance Code/Regulatory Authorities and other codes, rules and regulations as may be prescribed by the Bangladesh Securities & Exchange Commission or any other applicable regulatory authority from time to time.
xi. The Company Secretary of the Company (the “Company Secretary”) shall act as the Secretary of NRC and he will discharge his duties or parts thereof, under these Terms of Reference, in consultation with the Chairman of the Nomination & Remuneration Committee and/or of the Board of Directors as the case may be.

5.0 Chairperson of the NRC

i. The Board of Directors of the Company shall appoint 1(one)member of the NRC to act as the Chairperson of the Committee. The Chairperson of the Committee shall be an Independent Director;
ii. In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as the Chairperson to preside over that particular meeting, the reason of absence of the regular Chairperson of the Committee shall be duly recorded in the minutes;
iii. The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders. Provided that in 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 queries of the shareholders and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM.

6.0 Role & Duties of NRC

The roles and duties of the Nomination & Remuneration Committee shall include the following aspects:
i. NRC shall be independent and responsible or accountable to the Board and to the shareholders;
ii. NRC shall oversee, among others, the following matters and make report with recommendation to the Board:
a. To formulate 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:
– 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;
b. To devise policy on Board’s diversity taking into consideration age, gender,
experience, ethnicity, educational background and nationality;
c. To identify 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;
d. To formulate the criteria for evaluation of performance of independent directors and the Board. To make recommendations to the Board on, the remuneration
packages of individual executive directors and senior management personnel.
e. To review the Company’s overall human resources strategy and to make recommendations to the Board for changes and improvement in this regard; identifying the company’s needs for employees at different levels and determine
their selection, transfer or replacement and promotion criteria; and
f. To develop, recommend and review annually the company’s human resources
and training policies;
iv. To make recommendations to the Board on the Company’s policy and structure as
required for all senior management personnel and the directors regarding their
remuneration and on the establishment and following of the procedures;
v. To review management’s remuneration proposals following the corporate goals and
objectives;
vi. To review and approve fair compensation payable to executive directors and senior
management for any loss or termination of office or appointment;
vii. To review from time to time as appropriate these Terms of Reference and the effectiveness of the Nomination & Remuneration Committee and recommend to the Board any necessary changes. And to address and deal with such other matters as
may be delegated by the Board to the Nomination & Remuneration Committee.

viii. 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.

7.0 Meetings of Nomination & Remuneration Committee

i. The NRC shall conduct at least one meeting in a financial year. The Meetings of the NRC are to be called by the Chairman of the Committee. The NRC shall meet as often as required for proper functioning and discharging of the duties under this TOR of the NRC and/or as assigned by the Board of Directors of Meghna Cement Mills Limited from time to time.
ii. The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC.
iii. 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.

8.0 Notice

i. Notice of any meetings of the Nomination & Remuneration Committee has to be given at least 03 (three) days prior to any such meeting being held, unless all Members unanimously waive such notice.
ii. Notice of any adjourned meeting is not required if the adjournment is for less than 14 (fourteen) days.

9.0 Quorum

i. 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.
ii. The quorum for meetings of the Nomination & Remuneration Committee shall not be constituted without the presence of any independent director.

10.0 Attendance

i. Only the Members of the NRC are entitled to attend the meetings of the NRC.
ii. The Chairperson of the Committee may invite any external expert and/or member(s) of staff to the Committee as an invitee/advisor 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;
ii. The Chairperson of the Committee may invite any expert including the following
persons to attend the meetings of the Nomination & Remuneration Committee, without having the authority to vote, if the Committee considers it appropriate:
a. Legal Counsel/ Consultant/ Technical Person;
b. Any other Executive or Officer or Non-Executive Director of the Company.

11.0 Minutes & Resolutions

i. The secretary of the Nomination & Remuneration Committee should keep full minutes of all Nomination & Remuneration Committee meetings.
ii. Minutes of meetings of the Nomination & Remuneration Committee should be sent to all Members within a reasonable time after the meeting.
iii. Minutes of all Nomination & Remuneration Committee meetings will also be sent to other members of the Board at the same time when they are sent to Members.
iv. The Resolutions of the Nomination & Remuneration Committee shall be passed by a majority of votes, which can also be passed by way of unanimous written resolutions.
v. Meetings can be held in person, or by telephone or by video conference or electronic mode.
vi. A Resolution by Circulation of the Nomination & Remuneration Committee may be passed if all the members of the Committee so agreed, when a Meeting of the Nomination & Remuneration Committee cannot be convened or for any reason the Chairman of the Nomination & Remuneration Committee thinks fit or proper and on majority of the Members of the Nomination & Remuneration Committee so agree.
vii. A Resolution by Circulation of the Nomination & Remuneration Committee shall be signed well before its execution or forwarding of the same to the Board of Directors of the Company.
viii. A Resolution by Circulation of the Nomination & Remuneration Committee shall be passed in the immediate next meeting of the Committee.


THE END