PIONEER INSURANCE COMPANY LIMITED

Nomination and Remuneration Committee (NRC)

In pursuance to the Condition No. 6 of the Corporate Governance Code framed and published by the Bangladesh Securities and Exchange Commission (BSEC) vide notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 3 June, 2018, Pioneer Insurance Company Limited (PICL) has formed the Nomination and Remuneration Committee (NRC) on 23rd October, 2018, in its 211th Board Meeting, as a sub-committee of the Board with the following personnel:

• Chairman: Mr. M Mokammel Haque, Independent Director

• Member: Ms. Shusmita Anis, Director

• Member: Ms. Fahama Khan, Director

Mr. S.M. Mizanur Rahman will act as Secretary to the NRC as required under the rules.

1. NRC Rules

Pioneer Insurance Company Limited (PICL), in its 212th Board Meeting held on 11th February, 2019, approved the Terms of Reference (TOR) for the Nomination and Remuneration Committee (NRC), which are as follows:

i) Formulate the criteria for determining qualifications, positive attributes and independence of a director.
ii) Analyze the level and composition of remuneration for a director in terms of reasonability, sufficiency, attraction, retention, and motivation for the post.
iii) Ascertain the relationship of remuneration to performance with a clear understanding that meets appropriate performance benchmarks.
iv) Analyze the remuneration of top-level executives considering a balance between fixed and incentive pay, in line with short and long-term performance objectives and company goals.
v) Recommend a policy to the Board relating to the remuneration of the directors and top-level executives.
vi) Devise a policy on Board diversity taking into consideration age, gender, experience, ethnicity, educational background, and nationality.
vii) Identify persons qualified to become directors or be appointed in top-level executive positions as per laid-down criteria, and recommend their appointment and removal to the Board.
viii) Formulate the criteria for evaluating the performance of independent directors and the Board.
ix) Identify the company’s needs for employees at different levels and determine their selection, transfer or replacement, and promotion criteria.
x) Review the company’s human resources and training policies annually and make necessary recommendations to the Board.
xi) Recommend a Code of Conduct for the Chairperson of the Board, other Board Members, and the Chief Executive Officer of the company.

2. NRC Independence

The Nomination and Remuneration Committee (NRC) shall work independently in accordance with the provisions laid down in Condition No. 6 of the Corporate Governance Code. The Committee is accountable to the Board and to the shareholders.

3. Disclosure in Annual Report

The company shall disclose the activities of the NRC during the year at a glance in its Annual Report.