CENTRAL INSURANCE COMPANY LIMITED

CODE OF CONDUCT FOR THE MEMBERS OF THE BOARD

Whereas Ethics and Integrity at each level are some of the core values at Central Insurance Company Limited, and

Whereas having no specific Code of Conduct , the Board Members either individually or collectively always show their highest ethical practice in performing their business, and

Whereas it is expedient to established more transparent business and management policy in the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 3 June, 2018 by Bangladesh Securities and Exchange Commission, the code of conduct for the Members of the Board as recommended by the Nomination & Remuneration Committee (NRC) of the Central Insurance Company Limited (CICL)hereafter appearing ;

Now, therefore, the Central Insurance Company Limited (CICL) on Properly approval by the Board of the Company as follows:-

1. Title and Commencement.- (1) This Code may be called the Code of Conduct for the Chairperson, other Board members and Chief Executive Officer of Central Insurance Company Limited (CICL) 20….;and

      (2) It shall come into force immediately.

2. Definitions.-The term(s) used in this code carry the same and similar meaning and connotations

      as defined or stated in the relevant Laws and Articles of Association of the Central Insurance

      Company Limited (CICL)

3. Code of Conduct for the Chairperson.-  The Chairperson, appointed one term ( Two years) by the            

            Board of Directors, is responsible for the conduct(s) as mentioned in different provisions of the  

            Companies Act of 1991, the Articles of Association of the Company, the Insurance Act and Rules, 

            the Bangladesh Securities and Exchange Commission Act and Rules along with other Statutes. It

            further includes the following in respect of this conduct:

1. Behaviour

• Behave in a professional, courteous and respectful manner and shall not take any improper advantage of this position;
• Maintain highest standard of integrity, probity and good corporate governance demonstrating his ethical leadership;
• Promote a culture of mutual respect, openness and debate by facilitating the effective contribution and engagement of the Directors.

1. Proactive Leadership

• Foster his leadership in the interest of the company and its stakeholders in accordance with the vision & mission of the Company;
• Try to build consensus and team spirit within the Board.

1. Accountability

• Use the Company’s property, either moveable or immoveable, tangible or intangible in the interest of the Company but not for any of his personal benefit or gain; and
• Be available in the event of a crisis for the Company, either in person or in a manner deemed fit and provide sufficient time for disposal of his responsibilities either moral or obligatory by law.

1. Business

• Ensure that the board performs independently, deficiently, and effectively in the greater interest of the Company;
• Set clear expectations; considering the Company’s mission, vision, culture, values and behavior; and apprise the Board of the Company’s business performance and its risk exposure; and of its implementation strategy;
• Set items of the agenda for all the meetings of the Board, and the Annual General Meeting (AGM) in consultation with the Chief Executive Officer (CEO) and ensure that the Directors are well-prepared by providing them adequate information;
• Provide the Board regular updates on all issues important to the prospect of the company, while received from the CEO, if any
• Make arrangements for conducting Board Meetings in an efficient and effective manner;
• Ensure that the Board meets on a regular basis, at least quarterly, without fail.

1. Conflict of Interest

• Disclose to the Board such conflict of interest that may affect his impartiality in any matter of the Company ; and
• Review and resolve the issue(s) of conflict of interest, if any , from any of the Directors or the CEO.

1. Coordination

• Establish a liaison between management and the Board, foster the leadership and act as the spokesperson on behalf of the Company;
• Make arrangements for obtaining adequate information from the CEO on the issues to be discussed in the Board;
• Keep liaison with the Directors and Board Committee Heads to optimize the coordinated effort for the greater interest of the Company;
• Work with the CEO closely for presentation of management plans and business performance report to the Board.

1. Dealing and Insider Trading

Prevent deriving benefit to any one by giving investment advice on the basis of the access to and  possession of insider/price sensitive information about the Company which is not in public domain.

1. Confidentiality

• Maintain confidentiality of the information or document which has been entrusted in confidence to him or to which he had access owing to his involvement in the proceeding or the content and in no way abuse the privileged information;
• Make it clear that he is doing so, while speaking in his own or personal capacity ; and
• Avoid knowingly or recklessly dissemination false of misleading information about the company , any other Director or Management of the Company.

4. Code of Conduct for the Director(s). –A Director, either shareholder or independent, appointed by

              The Board of Directors for a specific term following the Company’s Annual General Meeting in   

         compliance with relevant provisions of law, is  responsible for the conduct(s) as mentioned and

         indicated in the laws and the Articles of Association of the Company. The followings supplementary

         items shall similarly be applicable to a Director:

1. Behaviour

• Behave in a professional, courteous and respectful manner and shall not take any improper advantage of his position;
• Refrain from including in any discriminatory practice or behaviour based on race, colour ,sex, age, and religion, ethnic or in any other unlawful consideration; and
• Maintain highest standards of integrity and probity.

1. Accountability

• Use the Company’s property , either moveable or immoveable , tangible or intangible in the interest of the Company but not for any of his personal benefit or gain; and
• Be available in the event of a crisis for the Company.

1. Conflict of Interest

Disclose of conflict of interest of his own, if any, either to the management or to the Board, where applicable and restrain himself to play role whatsoever in deciding the issue(s)

1. Business

• Fulfill the fiduciary obligations and always try to protect the interest of the Company as well as of the Shareholders with due diligence;
• Communicate and discuss freely and confidently in Board Meetings for the greater interest of the Company, maintaining proper decorum and dignity;
• Dedicate adequate attention, time and energy to uplift the company through his better performance; and
• Have proper inductions, regular updates and refreshing his skill and knowledge about the Company and the situation/environment in which it operates.

1. Trading of Shares

Honestly consult with the Chairperson prior to trading, if proposes to trade in the company’s share and is not sure of the obligations placed on him by virtue of applicable law and regulations.

1. Confidentiality

• Maintain confidentiality of the information or document which has been entrusted in confidence to him or to which he had access owing to his involvement in the proceeding or the content and in no way abuse the privileged information;
• Make it clear that he is doing so, while speaking in his own or personal capacity; and
• Avoid knowingly or recklessly disseminating false or misleading information about the company, Chairperson or Management of the Company.

5   Code of Conduct for the Managing Director.- The Managing Director and Chief Executive  Officer   

     (CEO), as an employee of the Company appointed by the Board of Directors is responsible for

     conduct(s) as mentioned/indicated in his Appointment letter/Employment contract. It further                                                                    

     includes the following in respect of his conduct:

1. Behaviour

• Behave in a Professional and courteous manner with all staff and stakeholders and respectful to everyone irrespective of his grade, position or pay;
• Maintain highest standard of integrity, probity and culture for better corporate governance;
• Practice, promote and encourage ethos and culture of mutual respect that motivates other employees of the company, even in their personal life.

1. Leadership

• Foster Administrative leadership in the interest of the company in accordance with the vision & mission of the Company; and
• Try to build consensus and team spirit in the management.

1. Accountability

• Use the Company’s Property, whatsoever, in the interest of the Company but not for any of his personal benefit or gain;
• Ensure his presence in person and active participation in the event of any crisis for the Company, whatsoever; and
• Communicate any suspected violations of this Code promptly to the Chairperson with a view to investigate by the Governance Committee, so that appropriate action could be taken by the Board.

1. Business

• Manage the Company in a way that ensures annual plans are effectively implemented, the results are monitored and operational objectives are attained;
• Implement the Plans, Policies, Strategies, Guide-lines, etc. of the Company and directives of the Board effectively;
• Assist the Chairperson in setting the items of the agenda for all the meeting of the Company as and when required;
• Provide adequate, appropriate, and correct information to the Board or Board Committee;
• Apprise the Chairperson regularly on all issues important to the prospect of the Company;
• Solicit advice and guidance from the Chairperson/Board as and when required;
• Make part in the events, as much as possible, under Corporate Social Responsibility ( CSR ) and with the issues relating to environment that may have any positive impact.

1. Dealing and Insider Trading;

• Deal fairly with the Company’s employees, customers, vendors, suppliers and competitors;
• Identify the principal risks of the Company’s business and take appropriate measures to address the challenges; and
• Prevent deriving benefit to any one by giving investment advice on the basis of the access to and possession of insider/price sensitive information about the Company which is not in public domain.

1. Conflict of Interest

Disclose to the Board conflict of interest to the Chairperson, and restrain himself to play role whatsoever in deciding the issue(s).

1. Coordination

• Play role in the Board-meetings as the spokesperson on behalf of the  management for the greater interest of the Company and employees as well; and
• Communicate necessary directives and instructions to the employees of the Company in line with the decisions of the Board as soon as possible.

1. Confidentiality

• Maintain confidentiality of all sorts of information of the Company or documents, including commercial secrets, technologies, advertising and sales promotion plans directly or indirectly either formally or informally; and
• Avoid knowingly or recklessly disseminating any false or misleading information about the company, any of the Director or of the Company affairs.

6. Contravention of this Code.- Contravention of this Code shall be construed as misconduct and may

    Result in that Person being debarred from partaking in any further responsibility for any period of

    time as determined by the Board of Directors of the Central Insurance Company Limited.

7. 7. Derogate of law.- Nothing in this Code shall derogate from the provisions of law, or of any order of

     any competent authority,  for the time being in force, relating to the conduct of a Person.