Meghna Life Insurance Company Limited.

Preamble

This Code of Conduct outlines the principles of ethical behavior, accountability and leadership that the Chairperson, Board Members and Chief Executive Officer (CEO) are committed to upholding in their respective roles.

Recognizing their pivotal role in safeguarding the organization's integrity, sustainability, and stakeholders' trust, this Code ensures that their actions reflect the highest standards of corporate governance, transparency and professionalism.

By adhering to this Code, the leadership fosters a culture of responsibility, fairness and inclusivity, aligning organizational objectives with the best interests of shareholders, employees and the community.

Definitions

a) Company: Means Meghna Life Insurance PLC.
b) Board: Means the Boards of Directors of the company.
c) Director: Means a Director appointed to the Board of a company under the definition in Company Act 1994.
d) Executive Directors: Means and includes Company Managing Directors who are in whole time employment of the company.
e) Conflict of Interest: Means where the interest or benefits of one person or entity conflicts with the interest or benefits of the company.
f) Non-Executive Director: Means the Director who are not in whole time employment of the company.
g) Top Level Executive: Includes Managing Director (MD) or Chief Executive Officer (CEO), Additional or Deputy Managing Director, Chief Financial Officer (CFO), Company Secretary (CS), Head of Internal Audit and Compliance (HIA) or equivalent position salaried officer of the company.

Purpose

The Code of Conduct has been prepared to provide guidance and assist the Board and the Management to focus on the roles and responsibilities of Board members and Management to facilitate accountability to the Company and shareholders as well as ensuring effective communication between the Board and Management.

The Board and the Management team are dedicated to implement strong compliance and transparent business ethics and integrity at all levels of internal and external business conducts.

Role of the Board

The Board is responsible for ensuring that the business activities are soundly managed and effectively administered. The Directors keep themselves informed about the company's financial position and make sure that its activities, accounts and asset management are subject to appropriate control.

Each Director has a legal obligation to act in the best interest of the Company. The Directors, mutually and individually, are aware of their responsibilities to shareholders and stakeholders of the Company.

Responsibility of the Board

Assess and approve strategic business plans, financial objectives, major capital and operating budget and matters of policy presented by senior management.
Observe senior management's performance to implement the adopted strategies and give relevant direction and guidance where necessary.
Review and approve performance objectives for senior management team and monitor their performance on a constant basis.
Appoint MD/CEO and ensure management team of the highest merit is in place to manage the Company.
Ensure there is a succession planning strategy to replace senior management when necessary.
Ensure that the Company is adequately capitalized to support the risks undertaken and to meet regulatory requirements.
Review the fairness and integrity of the Company's internal control system on a regular basis.
Ensure effective and satisfactory framework for reporting internal financial controls and regulatory compliance.

Roles and Responsibility of Directors

The members of the Board shall act sincerely, in good faith and in the best interests of the shareholders and the company.
Board members will be obligated to be independent in judgment and actions and take all reasonable steps to be satisfied as to the soundness of decisions taken by the board.
Confidential information acquired by the members in the course of exercise of directorial duties shall remain the property of the company and shall not be disclosed.
Members shall make every effort to attend all Board and Committee Meetings during their tenure.
Board members having interest of any nature in the agenda of the meeting, shall declare beforehand the nature of their interest and withdraw from the room.
Training opportunities/orientation/workshops will be arranged for the members to make them acquainted with international best practices, their fiduciary obligations, and Code of Conduct.
Board Members shall always maintain 'Fit and Proper Test Criteria', clean CIB status and other obligations declared by Regulators.

Conflict of Interest

Directors must avoid any conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Chairman of the Board or the Chairman of the Audit Committee.

Key Areas to Avoid:

Relationship with third-parties: Directors may not engage in conduct or activities inconsistent with the Company's best interests.
Compensation from non-Company sources: Directors may not accept compensation for services performed for the Company from any source other than the Company.
Gifts: Directors and their families may not accept gifts intended to influence the directors' actions or that could create appearance of conflict of interest.
Personal use of Company assets: Directors may not use Company assets, labor or information for personal use unless approved by the Chairman of the Audit Committee.

Compliance & Fair Dealings

Directors shall comply and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws.

Directors shall oversee fair dealing by employees and officers with the Company's customers, suppliers, competitors and employees.

Directors should promote ethical behavior and encourage employees to report violations of laws, rules, regulations or the Company's HR Policies including Code of Conduct to appropriate personnel.

Responsibilities of the Chairman

The Chairman is appointed by the Board with primary regard to his/her skills, expertise and experience relevant to the role. The Chairman provides leadership to the Board in matters relating to the effective execution of all Board responsibilities.

Key Responsibilities:

Strategic Leadership: Provide effective leadership in formulating the strategic direction for the Company and the Board. Overall responsibility in execution of strategic, financial and operating plans.
Board Effectiveness: Monitor workings of the Board especially the conduct of Board meetings. Work with Company Secretary to schedule meetings, liaise with MD/CEO on agenda, and ensure Directors receive accurate, timely information.
Committee Structure: Work with the Board in establishing appropriate Board Committee structures including assignment of Directors to committees and appointment of Committee Chairmen.
Board Independence: Ensure the independence of the Board in discharging its duties. Encourage Non-Executive Directors to meet regularly and ensure the Board may engage independent advisors as required.
Compliance Oversight: Ensure that the Board and individual Directors fully exercise their responsibilities and comply with applicable policies, laws, regulations, rules, directives and guidelines.
Director Development: Consider and address the development needs of individual directors and the Board as a whole to enhance effectiveness of the Board as a team.
Performance Evaluation: Work with the Board in establishing performance criteria and evaluation for the Board, various Board Committees, individual Directors, MD/CEO and senior management team.
Communication Bridge: Promote effective relationships and open communication between the Board and senior management team in relation to corporate governance matters and corporate performance.
External Representation: Represent the Company and collective views of the Board externally. Oversee public relations including relations with key clients, government officials, other public organizations and the public.

Roles & Responsibilities of CEO/Managing Director

The primary function of the MD/CEO is to direct and supervise the business and affairs of the Company. The MD/CEO shall discharge responsibilities in terms of financial, business and administrative authorities vested by the board, and remain accountable for achievement of financial and other business targets.

Strategic Responsibilities:

Develop the long-term vision for the Company.
Guide strategic planning process to develop and recommend strategic plans to the Board to ensure the Company's profitable growth and achievement of business objectives.
Take full accountability for setting and achievement of the Company's objectives and yearly budgetary targets for all key performance indicators.
Review and report regularly to the Board on overall progress and results against operating and financial objectives.

Operational Leadership:

Continuously collect and analyze information on current business and economic climate, trends, and conditions in markets, technologies, products and people.
Ensure processes and systems are in place to keep the Board fully informed on all material undertakings and activities of the Company.
Act as liaison between Management and the Board. Work closely with Chairman to ensure Board meetings are focused on right issues.
Authorize commitment of corporate resources in ordinary course of business to pursue approved strategic plans and objectives.

Governance & Stakeholder Relations:

Ensure effective disclosure policy, internal controls and risk management systems are in place.
Manage and oversee required disclosure and communications between the Company, shareholders, stakeholders and the public.
Act as principal spokesperson for the Company for the financial and investment community and shareholders.
Ensure effective communications and appropriate relationships are maintained with all stakeholders.

People Management:

Establish and regularly review with the Board a plan for senior management development and succession.
Create a positive work climate that is conducive to attract, retain and motivate top-quality employees at all levels.
Foster a culture of personal accountability balanced with importance of teamwork.

Company Secretary

The Company Secretary is responsible for ensuring the compliance of the company in relation to financial and legal practices, as well as issues of corporate governance.

Key Responsibilities:

Perform as the bridge between the Board, Management and Shareholders on strategic and statutory decisions.
Act as quality assurance representative in all information streams towards the Shareholders/Board.
Ensure that appropriate Board procedures are followed and advise the Board on Corporate Governance matters.
Act as the Disclosure Officer of the Company and monitor compliance with BSEC, Stock Exchange regulations.
Support the chairperson in smooth functioning of the Board and prepare Board meeting agendas.
Prepare schedules of board and committee meetings, dispatch information timely to directors.
Ensure directors and management operate within authority framework approved by the board.
Maintain strict confidentiality of information and manage conflict of interest situations.

Chief Financial Officer (CFO)

CFO is responsible to prepare financial statements, budgets, operational reporting and interpreting, evaluating operating results, establishing internal control procedures to safeguard company's assets.

Board Reporting Requirements:

Annual business plans, cash flow projection, forecasts and long term plans.
Budgets including capital, manpower and overhead budgets along with variance analysis.
Quarterly operating results of the company as a whole and operating divisions or business segments.
Details of joint ventures or collaboration agreements.
Default in payment of principal and/or interest to creditors, banks or financial institutions.
Failure to recover material amounts of loans, advances and deposits made by the company.
Significant public or product liability claims likely to be made against the company.

Shareholder Responsibilities:

Ensure financial statements present fairly the state of affairs, results of operations, cash flows and changes in equities.
Maintain proper books of accounts.
Apply appropriate accounting policies consistently.
Follow International accounting standards as applicable in Bangladesh.
Ensure system of internal control is sound in design and effectively implemented.
Confirm no significant doubts upon company's ability to continue as going concern.

Head of Internal Audit & Control

Head of Internal Audit must be professionally qualified and suitably experienced, and member of recognized body of professional accountants.

Main Responsibilities:

Carry out independent appraisal of effectiveness of policies, procedures and standards for managing company's financial, physical and information resources.
Examine and evaluate adequacy and effectiveness of organization's governance, risk management process, and internal control structure.
Review reliability and integrity of financial and operating information.
Review systems established to ensure compliance with policies, plans, procedures, laws and regulations.
Review specific operations at request of Audit Committee or management.
Monitor and evaluate effectiveness of organization's risk management system.
Review quality of performance of external auditors and degree of coordination with internal audit.
Prepare annual audit plan to cover all key functions based on risk rating.
Lead comprehensive and risk-based teams to perform audit checks across different sections.
Prepare reports with findings and recommendations, advising management of appropriate remedial action.
Report significant deficiencies to the board periodically through Audit Committee.
Provide year-end summary report on audit findings and corrective actions to Audit Committee and Managing Director.

NRC Committee Role

Nomination and Remuneration Committee (NRC) directed by the Corporate Governance Code of BSEC.

Constitution:

NRC committee will be formed having at least 3 (three) non-executive directors as members including an independent director.
The Board shall select 1 (one) member to be Chairperson who shall be an independent director.
The company secretary shall act as secretary of the Committee.
No members shall receive any remuneration for advisory or consultancy role other than Director's fees or honorarium.
The NRC shall conduct at least one meeting in a financial year.
Quorum shall be constituted in presence of either two members or two-third of the members, whichever is higher, where presence of an independent director is must.

NRC Oversight Responsibilities:

Formulating criteria for determining qualifications, positive attributes and independence of a director and recommend policy relating to remuneration.
Devising policy on Board's diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality.
Identifying persons qualified to become directors and who may be appointed in top level executive positions.
Formulating criteria for evaluation of performance of independent directors and the Board.
Identifying company's needs for employees at different levels and determine their selection, transfer, replacement and promotion criteria.
Developing, recommending and reviewing annually the company's human resources and training policies.

Audit Committee Role

Overall Purpose & Objectives

The principal objective of establishing Audit Committee is to create efficiency in operations and add value to the organization. The Audit Committee assists the Board in discharging oversight responsibilities by reviewing:

The financial reporting process to ensure transparency and integrity of published Financial Information.
The effectiveness of Company's Internal Financial Control and Risk Management System.
The effectiveness of Internal & External Audit function.
The independent audit process including recommending appointment and assessing performance of External Auditors.

Authority

The board authorizes the Audit Committee to:

Perform activities within the scope of its charter.
Engage independent counsel and other advisors as deemed necessary with prior Board approval.
Ensure attendance of Company Officers at meetings as appropriate.
Have unrestricted access to members of Management, Employees and relevant information.
Establish procedures for receipt, retention and treatment of complaints regarding Accounting, Internal Controls and/or Audit matters.
Recommend to Board for appointment and compensation as well as oversight the work of External auditor.

Membership

Board shall appoint Audit Committee members who shall be directors including at least 1 (one) independent director.
Committee will comprise of at least three members with one independent Director.
Board shall appoint new Committee member(s) to fill vacancy immediately or not later than one month from date of vacancy.
Quorum of any meeting will be two members, however quorum shall not constitute without at least 1 (one) independent director.
Company Secretary will act as Secretary of the Audit Committee.
Board shall select 1 (One) member to be Chairman of the committee, who shall be an independent director.
Audit Committee Chairman shall be present in the Annual General Meeting (AGM).

Meetings

Meeting shall be held at least once in every quarter corresponding with Company's Financial Reporting Cycle.
Committee may invite CFO, relevant Executive Directors, Head of Internal Audit and External Audit engagement partners as deemed necessary.
Secretary shall circulate agenda and supporting documentation to Committee Members a reasonable period in advance.
Secretary shall circulate minutes of meetings to Members of Board, Committee and Head of Internal Audit.
Chairman of Committee shall attend Board meeting at which Financial Statements are approved.
Members are expected to attend every meeting of the Committee.
Members and invitees shall be entitled to fee equivalent to Board meeting fee for attending Committee meeting.
Audit Committee will meet External Auditors at least once a year where presence of CFO is mandatory.

Key Responsibilities

Internal Control:

Evaluate whether Management is setting appropriate "control culture" by communicating importance of Internal Control and Management of Risk.
Understand Internal Control System implemented by Management for approval of transactions and processing of financial data.
Understand control processes to ensure Financial Statements comply with relevant standards and requirements.
Evaluate overall effectiveness of Internal Control and risk management frameworks.
Consider how management is held accountable for security of computer systems and contingency plans.

Financial Reporting:

Gain understanding of current areas of greatest financial risk and how these are being managed.
Review significant Accounting and Reporting Issues and understand their impact on Financial Reports.
Oversee periodic Financial Reporting process and review Interim/Annual Financial Statements before Board submission.
Review Management's process for ensuring information in briefings and press announcements is consistent with Published Financial Information.
Meet with Management and External Auditors to review Financial Statements, key Accounting Policies and judgments.
Ensure significant adjustments, disagreements with Management and critical Accounting Policies are discussed with External Auditor.
Review significant related party transactions and any conflict of interest situations.
Review Management Letter of internal control weaknesses issued by external/statutory auditor.
Review utilization of funds by major category where fund is raised through IPO/RPO/Right Issue.

Compliance:

Review effectiveness of system for monitoring compliance with Laws and Regulations.
Obtain regular updates from Management and legal counsel regarding compliance matters.
Be satisfied that all regulatory compliance matters have been considered in Financial Statements preparation.
Review findings of any examinations by regulatory agencies.

External Auditors:

Review professional qualification of Auditors including background and experience.
Consider independence of External Auditor and potential conflicts of interest.
Review annually the performance and make recommendation for appointment, reappointment or termination.
Review External Auditors' proposed Audit Scope and approach for current year.
Discuss any audit problems encountered including restrictions on Audit Scope or access to information.
Ensure significant findings and recommendations are received, discussed and appropriately acted on.

Internal Audit:

Review activities, resources and organizational structure of Internal Audit function.
Participate in appointment, promotion or dismissal of Internal Audit Head.
Review effectiveness of Internal Audit function and ensure appropriate standing within Company.
Meet separately with Head of Internal Audit to discuss matters.
Ensure significant findings and recommendations are received, discussed and appropriately acted on.
Review proposed Internal Audit Plan and ensure it addresses key areas of risk.

Reporting:

Regularly update Board about Committee activities and make appropriate recommendations.
Ensure Board is aware of matters that may significantly impact Financial Condition or Affairs of Business.
Prepare reports required by Law or Listing Rules for inclusion in Annual Report.
Immediately report to Board on: Conflict of interest, Suspected fraud or irregularity, Suspected infringement of laws, Any other matter requiring immediate disclosure.

Annual Disclosure & Review

Annual Disclosure: All Directors shall issue an annual declaration confirming compliance with this Code. The Annual Report shall carry a certificate to this effect duly signed by the concerned.

Review of Charter: Audit Committee Charter shall be reviewed annually or as required to align with necessary pronouncement of regulatory bodies and approved by the Board.