WELCOME TO AGRANI INSURANCE COMPANY LTD.

NRC

The NRC guides the Management in identifying the Company’s needs for personnel at all levels and in determining their selection, transfer or replacement and promotion criteria. This committee is based on the NRC Charter, which was developed primarily in compliance with the CG principles of BSEC and Insurer’s Corporate Governance Guidelines, 2023 of IDRA while also incorporating other international best practices in human resources.
Agrani Insurance Company Limited has always been very passionate about human capital management and takes responsibility for developing employee potential and leveraging employee skills in the organization. The Company guards with care the great resource of intelligent, experienced, disciplined, clear-thinking and energetic people who continuously drive growth and innovation, within clear risk boundaries. The Company continues to implement HR policies and practices that are aimed at growing and developing employees and ensuring their active contribution towards the achievement of corporate goals. The Company believes that the skills and enthusiasm of its employees are major forces that help it to achieve sustainable results.

The Composition of the Committee
The Board of Directors of Agrani Insurance Company Limited has duly constituted a Nomination and Remuneration Committee, as per the requirements of the Bangladesh Securities and Exchange Commission through its Corporate Governance Code under notification no. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03/06/2018 and Insurers Corporate Governance Code, 2023 dated 19 October 2023 by Insurance Development and regulatory Authority (IDRA). The Nomination & Remuneration Committee is a subcommittee of the Board and operates independently to ensure the rights and value of the Company’s human resources. The NRC assists the Board in formulating the nomination criteria for determining qualifications, positive attributes, experiences and independence of Directors and other top-level executives as well as a policy for the formal process of considering the remuneration of directors and senior-level executives of the Company.

The Nomination and Remuneration Committee (NRC) of Agrani Insurance Company Limited has been formed and 04 (Four) members were appointed by the Board of Directors of the company to adhere the directive as follows:

Qualification of the Committee Members
The NRC members possess adequate knowledge on business management and corporate governance issues, financially literate able to analyze, understand and interpret corporate laws, finance and financial statements and have business insight.

Purpose and Authority of the Committee
The NRC also assists the Board in formulating policy for the formal and continued process of considering remuneration/honorarium of Directors and top-level executives. The NRC has a guiding role to the management to identify the Company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria.
This Report of Nomination and Remuneration Committee is prepared according to the requirements of the CG codes of BSEC & IDRA. It covers nomination and remuneration policies, evaluation criteria and activities of the NRC.

Terms of Reference (Tor)
The Nomination and Remuneration Committee has performed its duties as assigned to it by the Board of Directors which is based on the Charter of NRC formulated mainly in accordance with the CG guidelines of BSEC & IDRA as well as comprising other global best practices.

Roles and Responsibilities
The NRC was established with clearly defined Terms of Reference. In adherence to these terms, the company adheres to a nomination and remuneration policy. The framework of this policy is based on market-recognized standards, sufficient to address the present and future requirements of the company. The comprehensive criteria for Directors, top

level executives, and all other employees of the company are outlined as follows:

1. a) Nomination Criteria

• Following the Company policies as well as guidelines and applicable country regulations.
• Following a selection process that is transparent in all respects.
• Following a process that is compatible with international standards and local best practices.
• Recognize core competencies of the respective personnel for the different levels of management and employees of the Company.
• Follow diversity in age, maturity, qualification, expertise and gender disciplines.

1. b) Recruitment & selection guidelines

• Non-Executive Director: The NRC recommends candidate(s) for Non-Executive Director(s), based on nomination by the majority shareholders, the Government shareholders and other general shareholders. The Board of Directors appoints the Non-Executive Directors 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 a meaningful contribution to the business. The Independent Director should have competence relevant to the sector in which the Company operates, and necessarily should have the qualifications as required

by the regulations 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.

• Top-level executives: The NRC identifies and recommends candidate(s) for top-level executives upon thorough scrutiny by the Managing Director, Executive Committee and Human Resources Department (HRD), considering relevant qualifications, experience, skills and leadership, as required for the respective positions based on the Company’s internal selection process.

Explanation: Top-level executives of the Company include the Managing Director, the Chief Financial Officer, the Head of Human Resources, the Company Secretary, the Head of Internal Audit & Compliance, and same level/ranked/ salaried officials of the Company.

• Other Employees: The NRC sets a guideline to identify the Company’s need for employees at different levels and empowers the relevant management of the Company’s

HRD for selection, transfer, replacement and promotion of respective employees based on the Company’s internal processes.

1. c) Remuneration Criteria for Executives

The Remuneration criteria recommended by the NRC are as follows: –

• The structure, scale and composition of remuneration/honorarium is reasonable and sufficient to attract, retain and motivate suitable Directors, top-level executives and other employees to run the Company efficiently and successfully. The context of packages, including remuneration/ benefits monthly, yearly and in the long run for all the employees are categorically laid down and meets the appropriate performance benchmarks;
• There is a clear balance in benefits between fixed and incentive pay of Executive Directors and senior management, reflecting short and long-term performance goals and objectives of the Company;
• The remuneration, including bonuses, compensation, benefits (or in whatever form) payable to the Executive Directors, top-level executives and other employees are determined by the NRC based on the respective Company policies and guidelines, which shall be ratified by the Board as and when required;
• The remuneration to be paid to the Executive Directors is in accordance with the Company’s policies and guidelines; a. Increments (if any) to the existing structure of remuneration are determined by the NRC based on the Company’s policies and guidelines, which are ratified by the Board as and when required;
• The NRC recommends the Board meeting attendance fees, honorarium, including incidental expenses, if any; and
• No member of the NRC receives, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the Company.

Meetings & Attendance

The NRC meeting held on one (1) meeting during the year 2024 under review. Members of the senior management of the Company were invited to participate at meetings as and when required. The proceedings of each meeting of the NRC are recorded in the minutes and such minutes are confirmed in the next meeting of the NRC. The proceedings of the NRC meetings are regularly reported to the Board of Directors. On the invitation of the Committee, Managing Director, Chief Financial Officer and Head of Human Resource attended all Committee meeting during the year.

Number of Nomination and Remuneration Committee (NRC) meeting and the attendance of members during the year 2024 are as follows:

Remuneration of the Non-Executive Directors & Independent Directors
The company is being benefited from the expertise, experience, advice and inputs provided by the Independent Directors. The Independent Directors give their valuable advice, suggestion and guidance to the management of the Company. All the Non-Executive Directors and the Independent Directors have received remuneration from the company by way of only Board and committee meeting attendance fees during the financial year 2024.

Evaluation Criteria

1. a) Independent Director & Non-Executive Director

The evaluation of the performance of the Independent Directors and Non-Executive Directors are carried out at least once a year by the Board of Directors, according to the following criteria:

• Attendance at the Board meetings and committee meetings.
• Participation in the Board meetings and committee meetings.
• Contribution to improving the corporate governance practices of the Company.

1. b) Top-level Executives & other Employees

The respective line authority of top-level executives and other employees sets the performance measurement criteria based on the respective roles and responsibilities to achieve people and business objectives through Company appraisal processes at the beginning of each calendar year. The employees concerned prepare the performance document (half-year and year-end). The respective line authority then evaluates the performance of the employee(s) according to the measurement criteria.

Activity Summary of NRC during the year 2024
The NRC periodically reviewed the background of the Independent Directors, the level of their independence, as well as performance attributes of Non-Executive Directors.

• Reviewed the mix and composition of the Board and committees.
• Reviewed and approved the remuneration 2024 for the Management.

Governance status with the BSEC Code

• The NRC is a sub-committee of the Board.
• The Committee assisted and reported to the Board in formulating HR policies.
• The Committee was constituted of the required members along with two Independent Directors.
• Members of the Committee shall be nominated and appointed by the Board;
• TOR of the NRC clearly set forth in writing covering the areas stated at condition No. 6(5)(b) of the BSEC Code.
• The Company Secretary performed as the Secretary of the Committee.
• The required members’ presence, including two Independent Directors, was in place ensuring the quorum of the meetings. The reason for absence was duly recorded in the minutes.
• 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 Board appointed an Independent Director as the Committee Chairman.
• The Board shall have authority to remove and appoint any member of the Committee.
• The Chairman of NRC attended the Company’s AGM to answer the queries of shareholders.

Acknowledgment

The Chairperson of the Nomination and Remuneration Committee, representing the entire committee, expresses gratitude to all stakeholders, the management team, and particularly the Board of Directors of Agrani Insurance Company Limited for their ongoing support throughout the year 2024. The Chairman also conveys optimism for continued collaboration in the years ahead.

Ahmed Jamal

Chairman, Nomination and Remuneration Committee &
Independent Director
Agrani Insurance Company Limited