Code of Conduct for the Board

The Board of Directors' key purpose is to ensure the Company's prosperity by collectively directing the Company's affairs and meeting the appropriate interests of its shareholders and stakeholders. In addition to business and financial issues, Boards of Directors must deal with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics.

This Code of Conduct for the Chairperson, other Board Members and Chief Executive Officer has been framed and adopted by the Company in compliance with the requirements of the Condition 1(7) of Corporate Governance Code vide Notification No.BSEC/CMRRCD/2006-158/207/ Admin/80 dated 3 June 2018 of Bangladesh Securities and Exchange Commission.

This Code is intended to provide guidance to the Chairperson, other Board members and Chief Executive Officer to manage the affairs of the Company in an ethical manner. The Company confirms its desire to lead and promote good ethical behavior and corporate governance and the purpose of this code is to recognize and emphasize upon the ethical behavior and to develop a culture of honesty and accountability.

Applicability
This Code shall be applicable and binding on the Chairperson, other Board Members and Chief Executive Officer of the Company. They will continue to comply it with other applicable/to be applicable policies, rules and procedures of the Company.

Principles of the Code
The Chairperson, other Board Members and Chief Executive Officer of the Company shall act within the authority conferred upon them, in the best interests of the Company.

Code of Conduct

  1. Prudent conduct and behavior
    • The Chairperson, other Board Members and Chief Executive Officer shall act honestly, ethically, in good faith and in the best interest of the Company.
    • Whilst carrying out the duties, the Chairperson, other Board Members and Chief Executive Officer shall ensure that it is executed in terms of the authorizations granted and within the limits prescribed under the relevant policies, codes, guidelines and other directives issued by the Board of Directors of the Company, from time to time.
    • The Chairperson, other Board Members and Chief Executive Officer shall be free from exercising in any discriminatory practice or behavior based on race, color, sex, age, religion, ethnic or national origin, disability or any other unlawful basis.
    • The Chairperson, other Board members and Chief Executive Officer shall conduct themselves in a professional, courteous and respectful manner and shall not take any improper advantage of their position.
    • The Chairperson, other Board Members and Chief Executive Officer shall use the Company’s assets, property, proprietary information and intellectual rights for business purposes of the Company and not for any personal benefits or gains.

  2. Confidentiality
    • The Chairperson, other Board Members and Chief Executive Officer should conduct themselves to meet the expectations of operational transparency of the stakeholders while maintaining confidentiality of information in order to foster a culture conducive to good decision making. “Confidential information” includes, amongst others, all information of the Company not authorized by the management of the Company for public dissemination.
    • All confidential information must be held in confidence, unless authorized by the Board or otherwise permissible in accordance with this Code; or the same is part of the public domain at the time of disclosure; or is required to be disclosed in accordance with applicable laws.

  3. Conflict of interest
    • The Chairperson, other Board Members and Chief Executive Officer shall not enter into any transaction which is or may likely to have a conflict with the interest of the Company.
    • The Chairperson, other Board Members and Chief Executive Officer should disclose to the Board whether they directly, indirectly or on behalf of third parties have a material interest in any transaction or matter directly affecting the Company.
    • All transactions having conflict of interest should be carried out in accordance with law and be fully disclosed to the Board of Directors.

  4. Compliance with Laws, Rules and Regulations
    • The Chairperson, other Board Members and Chief Executive Officer shall ensure compliance with the various legal/regulatory requirements as applicable to the business of the Company and endeavor that before any directions are given or decisions taken, relevant legal/regulatory requirements are considered.

  5. Prohibition of Insider Trading:
    • The Chairperson, other Board Members and Chief Executive Officer shall comply with all laws, rules, and regulations governing trading in the shares of the Company and the Company’s Code of Conduct for Prohibition of Insider Trading in dealing with the securities of the Company which, inter-alia, prohibits buying or selling of the Company’s securities on the basis of any unpublished price sensitive information and prohibits disclosure of such information to any other person (including relatives) where such information may be used by such person for his or her personal benefit or gain.
    • The Chairperson, other Board Members and Chief Executive Officer should comply with the provision of the Companies Act, 1994 and applicable rules and regulations issued by the Bangladesh Securities Exchange Commission, AIM of London Stock Exchange, Dhaka Stock Exchange and Chittagong Stock Exchange, insofar as they relate to prohibitions on insider trading.

  6. Relationship with Environment:
    • The Chairperson, other Board Members and Chief Executive Officer should cause the Company to strive to provide a safe and healthy working environment and comply, in the conduct of the business affairs of the Company, with all regulations regarding the preservation of the environment of the industry it operates in.
    • The Company should be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment in accordance with the applicable laws.

  7. Relationship with Employees:
    • The Chairperson, other Board Members and Chief Executive Officer should strive for causing the Company to maintain cordial employee relations.
    • The Chairperson, other Board Members and Chief Executive Officer should cause the Company to build competency based human resource systems and maintain human resource policies that have been directed at managing the growth of the organization efficiently.
    • The Chairperson, other Board Members and Chief Executive Officer should assist the Company in further aligning its human resource policies, processes and initiatives to meet its business needs.

  8. Relationship with Customers:
    • The Chairperson, other Board Members and Chief Executive Officer should ensure that the Company is committed to supply products and services of the highest quality standards backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction.
    • The Chairperson, other Board Members and Chief Executive Officer should ensure that Company will properly engage in product advertising, publicity, and sales promotion activities to avoid misleading the customers.
    • The Chairperson, other Board Members and Chief Executive Officer should ensure that the Company will engage in free and open competition with competitors to maintain its stance as a company trusted by customers and society.

  9. Relationship with Suppliers:
    • This Code contains general requirements applicable to all suppliers to Company. Supplier contracts may contain more specific provisions addressing some of these same issues. Nothing in this Code is meant to supersede any specific provision in a particular contract, and to the extent there is any inconsistency between this Code and any other provision of a particular contract, the other provision will prevail.
    • The Chairperson, other Board Members and Chief Executive Officer should act in the best interest of the Company. Accordingly, the Chairperson, other Board Members and Chief Executive Officer should have no relationship, financial or otherwise, with any supplier that might conflict, or appear to conflict, with the Chairperson, other Board Members and Chief Executive Officer’s obligation to act in the best interest of Company.

  10. Independency
    • The Chairperson, other Board Members and Chief Executive Officer should remain independent in all material aspects.
    • The Chairperson, other Board Members and Chief Executive Officer should act impartial to the Employees, Customers, Suppliers, Shareholders and other Stakeholders.

  11. Receiving Gifts
    • No Board Member shall receive any gift, hospitality or favour offered or tendered by virtue of the position with the company.
    • When dealing with public officials whose responsibilities include the business of the company, acts of hospitality should be of such a scale and nature so as to avoid compromising the integrity or reputation of either the public official or the company.

  12. Cooperation with Auditors
    • Every Board Member is expected to comply promptly with any request from internal and/or external auditors for assistance and to provide full disclosure of any situation under investigation.

Compliance with the Code
This Code has not specifically addressed every potential form of unacceptable conduct and it is expected that the Chairperson, other Board members and Chief Executive Officer will exercise good judgment in compliance with the principles set out in this Code. The Chairperson, other Board members and Chief Executive Officer have a duty to avoid any circumstances that would violate spirit of the Code.

Amendment to the Code of Conduct
The provisions of this Code can be amended/ modified by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), from time to time and all such amendments/ modifications shall take effect from the date stated therein. The Chairperson, other Board members and Chief Executive Officer shall be duly informed of such amendments and modifications.

Publication of the Code of Conduct
Pursuant to Condition 01(7)(b) of Corporate Governance Code Notification No.BSEC/CMRRCD/2006-158/207/Admin/80 dated 3 June 2018 of Bangladesh Securities and Exchange Commission, this Code of Conduct and any amendments thereto shall be published/posted on the website of the Company.