& ITS OPERATION
SIZE OF THE BOARD
The Board of Fareast Islami Life Insurance Co. Ltd. comprises of fifteen members including two Independent Director. As per SEC's Notification a listed company should have Independent Director of at least one-tenth of the Directors with a minimum of one.
The Board of Fareast Islami Life Insurance Company Ltd. comprises of fifteen members of which Sponsor Directors eight, Shareholder Directors five & Independent Director one.
To qualify as an Independent Director, the Board affirmatively determines that the Director has no material relationship with Fareast Islami Life Insurance Co. Ltd. (either as partner, shareholder or officer of an organization that has a relationship with Fareast Islami Life Insurance Co. Ltd.) that would preclude that nominee from being an Independent Director. For the purpose of such determination, the Directors consider that the Independent Director does not hold any share or holds less than one percent share of the total paid up capital of the Company, who is not connected with the Company's Promoters or Directors or Shareholders who holds one percent or more than one percent shares of the total paid up capital of the Company, on the basis of family relationship; who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies, who is not a Member, Director or Officer of any Stock Exchange and who is not a Shareholder, Director or Officer of any Stock Exchange or an intermediary of the capital market.
MEMBERSHIP OF INDEPENDENT DIRECTOR
The Independent Director is also a member of the Board Audit Committee. He is a professional Chartered Accountant with diversified skills and knowledge.
TENURE AND RETIREMENT
The office of Directors is subject to retirement as per Articles. At least one-third of the Directors from each group shall retire by rotation in every Annual General Meeting. The Independent Director is appointed for a term of Three years.
Except the Managing Director, none of the Director holds any position and does not receive any remuneration other than fees for attending the Board/Committee meetings. The maximum fees payable to Directors is Tk. 5,000 for attending each meeting.
All the Board Committees have a written Charter that addresses the Committees' purposes, duties and responsibilities. The Committee Charters are available in page 53 of this Report.
The Board requires to hold at least twelve regularly scheduled meetings each year. In the year 2011, Thirteen Board meetings were held to discuss scheduled businesses of the Company.
Each Director uses his or her best efforts to attend all the meetings of the Board and the Committees to which such Director is appointed. The Directors are responsible for developing and upgrading Fareast Islami Life Insurance Company Ltd.'s Governance, Principles, Code of Business Conduct and the Charter of each Committee on which such Director is engaged. For review, materials are provided to the members in advance of Board and various Committee meetings.
CONTACT TO DIRECTOR
Interested parties may communicate with any Director by sending letter to such Directors giving attention to the Company Secretary, regarding any matter related to the company affairs to the following address:
FAREAST ISLAMI LIFE INSURANCE CO. LTD.
T.K. Bhaban (13th Floor)
13 Karwan Bazar, Dhaka-1215.
Web : www.fareastislamilife.com
ORGANOGRAM OF BOARD AND ITS COMMITTEES
The Corporate Management of Fareast Islami Life Insurance Co. Ltd. encompassing consisted of three committees, two Councils and three sub Committees as are shown below :