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Corporate Governance

The Board of Directors has accepted its governance responsibilities seriously. We review and update best practices of corporate governance, ensure that processes are in place to address compliance and disclosure matters and firmly uphold the principles of transparency, integrity and fairness. The Board of Directors and its committees have written charter setting out its key functions, which have been summarized hereunder:

 1.   Board of Directors (BoD) 1.   Strategic planning process

  • Supervise the formulation of the strategic directions, plans and priorities of the Company.
  • Monitor implementation and effectiveness of the approved strategic and operating plans.
  • Review and improve the corporate financial goals and operating budget and actions of the Company.
  • Approve major operational decisions.

 2.   Identification and management of risks

·       Ensure that the process are in place to identify the risks of Company’s various operational arena.

·       Review the processes that ensure compliance with applicable regulatory, corporate, securities and other legal requirements.

 3.   Oversight of communications and public disclosure

·       Oversee establishment of process for accurate, timely and full disclosure.

·       Review due diligence process and controls in connection with certification of Company’s Financial Statements.

 4.   Internal Control

·       Review the effectiveness of Company’s internal controls and management information systems.

·       Ensures implementation of Shariah principles in the business operation of the Company and establish Company’s values.

·       Review Company’s Financial Statements and oversee its compliance with applicable auditing, accounting and reporting requirements.

·       Recommends dividends, as appropriation of Actuarial valuation surplus, expenditures and transactions which exceed threshold set by the Board.

 5.   Governance

·       Oversee the Corporate governance of the Company.

·       Establish appropriate structures and procedures to allow the Board to function independently from the Management.

·       Establish Board committees and define their mandates to assist the Board in carrying out its rules and responsibilities

Executive Committee (EC) 

1.   Administrative 

·        To approve recruitment of the Staff/Officers of all Grades and the Executives upto the Vice President Level through interview and to make primary selection of the Executives from the SVP and above both in desk and development side and submit the matter to the Board for final decision.

·        To consider and approve the promotion of the Staff/Officers of all Grades and the Executives upto the VP level and to refer/recommend the case of promotion of the Executives from the SVP and above to the Board for approval in respect of both in the Desk and Development.

·        To approve transfer to the Officers from the AVP to the VP level and award punishment including demotion as per Rules of the Company. Such cases above the post of the VP be referred/recommended to the Board for decision.

·        To recommend Reward/Special Increment to those outstanding cases of the employees, and as when necessary and refer to the Board for approval.

·        To study/scrutinize/approve such measures which will expedite/increase the administrative functions of the Management leading to the augmentation of the overall output of the Company and refer to the Board, if necessary.

·        Any other matter that may be required for immediate decision/approval.

2.   Financial

·        To approve printing and purchase of the necessary materials for the Company as under:

a)              Through spot quotation or press tender basis : Upto Tk. 10,00,000.00 (Taka ten lac) only in single instance/item.

b)              Amount exceeding Tk.10,00,000.00 (Taka ten lac) be referred to the Board for approval/decision.

·        To suggest and recommend to the Board for Investment of Company’s fund.

·        To approve advance rent upto 50% (fifty percent) on the total rent of the term of the lease but not exceeding rent for 30 (thirty) months.

3.   Organizational 

·        To approve opening of the branches and selection/hiring of the premises with Terms and Conditions including payment of advance rent within the ceiling as approved by the Board.

·        To approve advertisement for publicity for development and improvement of business and image of the Company through different Media within the ceiling as approved by the Board.

·        To frame, develop and plan new Projects/Schemes for introduction/implementation by the Company and recommend the same to the Board for approval/decision.

·        To approve training to the Employees/Officers including Development Officers/Executives for improving their professional knowledge efficiency and skill.

Policy and Claims Sub-Committee (P & CC) 

·        To review the Service Rules of the Company to be framed in due course including Provident Fund, Gratuity, Group Insurance and other benefits and recommend to the Board for approval/decision.

·        To review the Organizational Structure, Creation of Posts, Grades, Salary Structure of all levels and recommend to the Board for approval.

·        Death claims above Tk. 50,000 (Taka fifty thousand) & upto Tk. 2,00,000.00 (Taka two lac) and ex-gratia payment upto Tk. 1,00,000.00 (Taka on lac) be  settled and approved for payment by the Policy & Claims Sub-Committee and recommend payment of death claims of above Tk. 2,00,000.00 (Taka two lac) & ex-gratia payment of above Tk. 1,00,000.00 (Taka one lac) to the Board for approval.

 Investment & Real Estate Development Sub-Committee (I & RDC) 

·        To supervise entire construction work of Fareast Tower.

·        To appoint Consultant.

·        To finalize the designer structure of the Tower after approval of the Board.

·        To appoint contractor.

 Board’s Audit Committee (AC) 

Pursuant to the Notification No. SEC/CMRRCD/2006-158/Admin/02-08 dated February 20, 2006 of the Securities & Exchange Commission the Board of Directors of Fareast Islami Life Insurance Co. Ltd. in its 88th Meeting held on 25 June 2007 constituted the following Board’s Audit Committee :

                        1. Mr. M. A. Khaleque             - Chairman

                        2. Dr. Md. Mokaddes Hossain             - Member

                        3. Mr. Md. Nazrul Islam                       - Member

 Reporting of the Audit Commitee Reporting to the Board of Directors

           i.       The Audit Committee should report on its activities to the Board of Directors.

         ii.       The Audit Committee should immediately report to the Board of Directors on the following findings, if any:-

(a) Report on conflicts of interests;

(b) Suspected or presumed fraud or irregularity or material defect in the internal control system;

(c) Suspected infringement of laws, including securities related laws, rules and regulations; and

(d) Any other matter which should be disclosed to the Board of Directors immediately.

 Reporting to the Authorities

If the Audit Committee has reported to the Board of Directors about anything which has material impact on the financial condition and results of operation and has discussed with the Board of Directors and the management that any rectification is necessary and if the Audit Committee finds that such rectification has been unreasonably ignored, the Audit Committee should report such finding to the Commission, upon reporting of such matters to the Board of Directors for three times or completion of a period of 9 (nine) months from the date of first reporting to the Board of Directors, whichever is earlier. 

Reporting to the Shareholders and General Investors 

Report on activities carried out by the Audit Committee, including any report made to the Board of Directors under condition 3.3.1 (ii) above during the year, should be signed by the Chairman of the Audit Committee and disclosed in the annual report of the issuer company.

Shariah Council (SC) 

·        To comply Shariah Principles in operating entire activities of the Company and to give their views and opinion for complying Shariah Principles. Shariah Council shall have access at all times to the papers and documents of the Company, and to require from the Company such information and explanation as the Council may think necessary for giving their opinion.

·        To recommend the Board for executing decision of the Shariah Council.

·        To comply Shariah guidelines, Muraqibs of the Shariah Council inspected all offices of the Company throughout the year, give necessary instructions and submitted their reports to the Shariah Council.

 Shariah Executive Committee (SEC) 

·        To find out problems in implementing Shariah Principles in day to day operation of the Company and recommend to solve the problems.

·        Honorable Members of Shariah Executive Committee participated seminars, symposium, Ifter Mahfil, Milad Mahfil and get together of the Participants (Policyholders), Elites, Well-wishers arranged by the different offices of the Company and held formal and informal discussions on Shariah issues and inspired all concerned for compliance of Shariah.