Welcome to Sena kalyan Insurance Company Ltd.CODE OF CONDUCT

CODE OF CONDUCT

RESPONSIBILITY RELATED INFORMATION OF DIRECTORS, CHAIRMAN, CEO, COMPANY SECRETARY, CFO & HIAC

Director’s Responsibility Statements

The major responsibilities of the Directors of the board are-

Developing and implementing corporate strategies.
Exercising of business judgment in good faith using general prudence for the best interest of the company in line with company’s Articles of Association and complying with the prevailing applicable laws and regulations.
To set the direction, vision and policies of the company and to determine objective and strategies to ensure the effective discharge of the company’s functions.
Most efficient use of the company’s resources.
Monitoring and reviewing corporate governance framework of BSEC.
Monitoring and reviewing risk management process of the company.
Fixation of Business targets, reviewing business results and monitoring budgetary control.
To evaluate the key performance indicators of the Top Executives of the company.
To establish and maintain effective communication system with the different regulatory bodies.
Setting up standards and monitoring compliances of CSR policies and practices.
Recommendation of appointment and re-appointment of statutory auditors along with their fees.
To prepare and submit Directors’ Report before the shareholders’ in Annual General Meeting in accordance with the BSEC notification and Listing Regulations of DSE & CSE.
Recommending shareholders to approve Financial Statements, dividend and appointment of external auditors.

Code of Conduct for the Board of Directors

Board of Directors of Sena Kalyan Ins. Co. Ltd. has adopted the Code of Conducts for the all members of the Board who shall individually be liable to sign and follow this Code of Conduct including any new members who may assume Office in future. The Code of conduct includes all instructions /circulars /guidelines issued by IDRA related to the Directors and their interested group / organization. However, followings are the general code of conducts approved and adopted by the Board of Directors.

Duties

The duties imposed on Board Members are duties, similar to those that the law imposes on those in similar positions of trust, agents and trustees;

Powers vs. Duties

The duties apply to each Board member separately, while the powers apply to the Board jointly;

Contribution in Meetings/Debates

The Board members are expected to contribute to the debates in the Board without any personal biases or other prejudices with the conviction and belief that the outcome of every debate would be towards the advancement of the company.

Unfettered discretion

Board members cannot without the consent of the company, fetter their discretion in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future Board Meeting.

Use of corporate property, opportunity or information

A Board member must not, without the consent of the company, use Company’s assets, opportunities, or information for his/ her own profit.

Confidentiality

Each Board member must use utmost care and discretion in the handling of confidential information and other information not normally available to the public, generally coming to them by reason of their directorship, office or employment. Such information shall, subject to certain limited circumstances, not be disclosed to third parties and shall not be used for personal benefit or for the benefit of family, friends, or associates.

Transactions with the company

A Board member shall not enter into a transaction where there is a conflict between his interest and duty without the knowledge of the Board; and It is a statutory duty of the director(s) to declare interests in relation to any transactions, and to make proper disclosure thereof.

Competing with the company

A Board member must not compete directly with the company without arising a conflict or interest. A Board member should not act as a director of any competing companies, as his/her duties to each company would conflict with each other.

Conflict of duty and interest

As fiduciaries, the Board Members must not put themselves in a position where their interests and duties conflict with the duties that owe to the company; Each and every Board Member has an obligation of loyalty to the company and should subordinate his/her personal interest when they conflict with or threaten to conflict with the best interests of the company; Each and every Board member shall declare all actual or potential material conflicts that may arise between their duty to

(i) the company and

(ii) their personal obligations, other fiduciary duties or financial interests (direct or indirect) and these conflicts shall be reported to the chair;

A Board member should not engage directly or indirectly, as a director, officer, employee, consultant, partner, agent or major shareholder in any business or undertaking that competes with, does business with or seeks to do business with the company;

With respect to restricted party transactions, full disclosure of material transactions shall be recorded in the board’s minutes and will be transacted in accordance with legislated restrictions; and

To avoid conflicts of interest, the Board members must do more than merely act within the law. They must conduct their affairs in such a manner that their performance will at all time bear public security.

Accepting Gifts

No Board member shall accept any gift, hospitality or favor 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. Such acts of hospitality should be undertaken in the expectation that they could well become a matter of general knowledge and public record.

Reporting of Questionable or Fraudulent Actions

The Board member shall report to the Board or to the Audit Committee about their awareness of any situation which might adversely affect the reputation of the company. This would include any questionable, fraudulent or illegal events or material actions in violation of company policy which comes to their attention.

Co-operation 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.

Acceptance of this code

All members of the Board of Directors shall sign this Code of Conduct, including any new members who may assume office as from this date.

These signed copies shall be held by the Company Secretary.

Affirmation & Compliance of the Code

All Board members shall read this Code at least annually, and shall certify in writing that they have done so and that they understand the Code;
Annual compliance of the code by all Board members shall be recorded in a meeting of the Board of Directors;
This document is applicable with immediate effect; and
The Board shall have the authority to make amendment to this document at any time.
The Company Secretary of the company has submitted a declaration before the Board of Directors and affirmed that all the member of the Board of Directors have complied with the code of conducts as were determined by the Board.

Terms of Reference (TOR) of the Chairman

The following Terms of Reference (TOR) defining the roles, responsibilities and duties for the Chairman may be framed in line with the provisions of the Articles of Association of the company and other usual practices:

The Chairman as per the Articles of Association

The Directors shall select a Chairman from amongst themselves;
If at any meeting of the Board, the Chairman is not present at the time appointed for holding the same, such meeting shall be presided over by Vice-Chairman, if any, and if none be present the Directors present shall elect Chairman to preside over that meeting;
All meetings of the Board and Shareholders shall be presided over by the Chairman;
The Chairman may call a meeting of the Board of Directors of the Company;
The Chairman may call a meeting of the Board of Directors on shorter notice than seven clear days as he may deem fit;
In case of equality of votes in a meeting of the Board of Directors, the Chairman shall have a second or casting vote;
The minutes of a Meeting of the Board of Directors or of the Shareholders shall be signed by the Chairman of the meeting to which it relate or by the Chairman of the succeeding meeting.

Roles &Responsibilities of the Chairman

As the Chairman of the Board of Directors does not personally possess the jurisdiction to apply policy making or executive authority, he shall not participate in or interfere into the administration or operational and routine affairs of the company.

The Chairman may conduct on site inspection of any branch or financing activities under the purview of the over sight responsibilities of the Board. He may call for any information relating to Company’s operation or ask for investigation into any such affairs; he may submit such information or investigation report to the meeting of the Board or the Executive Committee and if deemed necessary, with the approval of the Board, he shall take necessary action thereon in accordance with the set rules through the CEO.
Chairman of the Board of Directors may be provided with a car, telephone, office and private secretary.

Roles & Responsibilities of the Chairman as per usual practices

The duties of the Chairman, which is a non executive role, arise from his senior most position in the Company and his responsibility for presiding over the official business of the Company and the Board.

While working with the Board, the Chairman shall

Ensure that the Board has full governance of the Company’s business and affairs and that the Board is alert to its obligations to the Company, shareholders, Management and other stakeholders under the law;
set the agenda for discussion at Board Meetings and General Meetings and ensure that adequate time is available for discussion of agenda items;
set the frequency of the Board meetings and review such frequency from time to time as considered appropriate or as requested by the Board;
Chair all Board meetings and manage the business of the Board ensuring that the Board adopts a prompt and constructive approach to make decisions;
provide strong leadership of the Board and assist it in reviewing and monitoring the aims, strategy, policy and directions of the Company;
Communicate with the Board to keep it up to date on all major developments, including voiding surprises through timely discussion of potential developments and ensuring the Board has sufficient knowledge to permit it to comfortably and properly make major decisions when such decisions are required;
Recommend the committees of the Board and their composition, review he need for and the performance and suitability of those committees, and make such adjustments as are deemed necessary from time to time;
Ensure that the corporate governance of the company is maintained in line with appropriate practice policies agreed by the Board;

Annually review Board Governance and performance of the Board (leading the process for the Board’s annual performance evaluation and the evaluation of its committees and individual directors and acting on the results of such evaluation by recognizing the strengths and weaknesses of the Board);

Be available to assist committee chairs in carrying out their responsibilities and in addressing their concerns.

B. While working with the Management, the Chairman shall

(i) Act as the principal of the board and counselor for the MD/CEO, including helping to define problems, review strategy, maintain accountability, build relationships, and ensure the MD/CEO is aware of concerns of the Board, shareholders and other stakeholders;

(ii) Keep under review with the Board the general progress and long-term development of the company and ensuring that effective strategic planning for the company is undertaken by the MD/CEO and endorsed by the Board after discussion, consistent with creating shareholder value and promoting the long term success of the company for the benefit of its members as a whole;

(iii) Ensure the submission to the Board by the MD/CEO of objectives, policies and strategies for the company, including the company business plan and the annual budget;

(iv) Monitor progress towards timely and effective achievement and implementation of the objectives, policies and strategies set by the Board and ensure that appropriate decisions are taken promptly by or on behalf of the Board;

(v) Lead the Board in

Formally appraising, monitoring and evaluating the performance of the MD/CEO and make appropriate recommendations to the Remuneration Committee;
Ensuring accountability of the MD/CEO;
Ensuring the implementation of the succession and development plans by the MD/CEO.

(vi) Ensure that there is appropriate delegation of authority from the Board to the Executive Committee.

(vii) Provide advice to the MD/CEO on the allocation of duties to individual directors and assignment of ad-hoc responsibilities or special tasks to directors or groups of directors;

C. Recognizing the MD/CEO as the primary spokes person, the Chairman shall

(i) Chair all meetings of shareholders;

(ii) Undertake public service as agreed with the MD/CEO in connection with the Company’s charitable, educational and cultural activities;

Role of the Chairman and CEO are independent

The Chairman of the Board is not the Managing Directors of the Company. The role of Chairman and the Managing Director are independent and detached from each other.

Role, Responsibilities & Power of the Managing Director/CEO

The MD/CEO takes executives decision within the jurisdiction of power delegated and empowered by the Board. His duties and responsibilities are also followed by guideline of IDRA. The CEO is engaged in the day to day affairs of the Company. He is responsible to implement the Board strategy and policy and accountable to the Board for operational activities of the Company.

The MD/CEO of the company shall be appointed by the Board and approved by IDRA;
The MD/CEO of the Company shall be accountable to the Board and shall discharge his functions and duties subject to supervision of the Board of Directors; and
The MD/CEO will be an Ex-officio Member of the Board without having any voting power and he shall not need to have any qualification share.

Apart from the above, Managing Director of SKICL shall exercise power conferred by the Article no: 108 of the Articles of Association of Sena Kalyan Insurance Limited.

General Roles & Responsibilities

The General Roles and Responsibilities of the MD/CEO shall be-

• To act as the Chief Executive Officer reporting to the Board of Directors;

• To remain accountable to the Board for the overall performance of the company and for the day-to-day operation and management of the company’s business, under the authority delegated by the Board from time to time;

• To develop and present strategic and annual business plans, rules, regulations and systems for legal functioning of the organization to the Board for approval;

• To implement the Board’s policies and strategies and deliver the strategic plan in the most effective and efficient manner;

• To report to the Board on progress against the strategic and annual business plans;

• To coordinate the overall management, administration, corporate planning and business development;

• To ensure the compliances of Laws, Rules and Regulations and for Good Corporate Governance;

• To supervise all technical, financial and welfare aspects of the organization, negotiations with sources of credit/fund, and listing in the stock exchange(s);

• To manage resources efficiently and effectively to achieve the company’s objectives;

• To take a leadership role in establishing the company’s culture and values;

• To ensure that there is a fit between strategy and culture, and the company’s processes and structure;

• To ensure that appropriate internal audit and internal control processes and procedures are in place (in liaison with Head of Internal Audit, External Auditors and Audit Committee);

The Board has the authority to make amendment to the above rules, responsibilities and document at any time.

Terms of Reference (TOR) for the Chief Financial Officer (CFO)

1. Appointment, Reporting Relationships and Accountability

The CFO is a Senior Executive of the Company who

Reports to the Chief Executive Officer (CEO);
Is also accountable to the Audit Committee;
Must have a broad understanding of the organization and its operations to effectively carry out his/her responsibilities.

2. Roles, Responsibilities and Duties of the CFO

The CFO, on behalf of the MD/CEO, is responsible for

Following applicable Accounting Standards and Financial Reporting Standards like IAS, IFRS and adequate disclosure for any departure there-from, if any;

Compliance with application of appropriate accounting policies, and ensuring that accounting estimates are reasonable and prudent;
Providing close cooperation in establishing effective internal financial control environment;
and accounting functions and is responsible for:

The Company’s business planning, budgeting and forecasting processes, including coordination and integration of strategic and business plans for business segments, departmental cost centers and capital budgets;
The integrity of the Company’s accounting systems, sub-systems, internal controls, fund management, and managing the relationship with the external auditors;
The Company’s financial and business reporting, tax planning, estimating and reporting, and regulatory reporting (corporate and securities);
Management relationships with the Company’s bankers and investors, and leasing companies. Responsibility for capital planning and structure and the raising of equity or debt to fund the Company’s operations, investment analysis/ presentations, and tracking of the Company’s market valuation;
The financial analysis function which addresses product contribution and pricing/margins, the vetting of business cases and post reviews of completed/implemented initiatives, business analysis, operational efficiency and organizational and system capacity modeling/utilization,

3. As a member of the senior management of the Company, the CFO shall

(i) Assist the CEO in:

(a) Representing the Company in dealings with government and regulatory

bodies;

(b) Maintaining relationships with outside agencies and strategic partners;

representatives of the investment community.

(ii) Meet regularly and as required with the CEO to review material issues and to take reasonable steps to ensure that the CEO is provided in a timely manner with all the information he/she requires to fulfill his/ her statutory and other obligations;

(iii) Carry out analysis of assets and liability and submit recommendations to the management on a quarterly basis;

(iv) Recommend to the Management on how to match assets and liabilities according to short term and long term plan.

The CFO shall have the following responsibilities towards the Board of Directors:

To attend the board meetings(when asked for) and be part of the discussion having financial implication on relevant issues;
To present to the board of directors information on the following in order to strengthen and formalize corporate decision-making process;

(a) Annual business plans, cash flow projection, forecasts and long term plans;

(b) Budget including capital, manpower and overhead budgets along with

variance analysis;

4. The CFO shall have Responsibilities towards

Shareholders to provide all the necessary data to be presented in the “Director’s Report” and for this purpose CFO must ensure the following:

(a) The financial statement, prepared by the management of Company, present fairly its states of affairs, the result of its operations, cash flows and changes inequities;

(b) Proper books of accounts of the Company have been maintained by the relevant units and that operation &computer controls are in place;

(c) Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgment;

(d) International accounting standards, as applicable in the country, have been followed in preparation of financial statements and any departure there from has been adequately disclosed;

(e) There has been no material departure from the best

Practice of corporate governance as detailed in the listing regulations or applicable guidelines;

(f) Internal and External Reporting.

5. As a part of routine work, the CFO shall responsible for overseeing

Co-ordination with the internal auditors for statutory auditing;
Treasury division;
Monitoring Cash Flows;
Consulting with other departments, businesses units and or affiliated companies to improve financial performance;
Strategic financial planning/ capital budgeting;
Cash forecasting;
Financial risk management;
Cash Management;
Short term investing;
Short term borrowing;
Budgeting and Accounting;
Designing a proper financial Model for the Business Plan;
Maintenance of Investment in shares and securities;
–
Preparation of Financial Statements.

6. The CFO has extensive responsibilities for internal and external reporting, particularly-

a) All the financial information required for decision-making by the Board of Directors and Chief Executive Officer is processed and furnished by the CFO.

b) External reporting requirement is fulfilled by CFO, the accounts and financial statements are signed by the CFO before they are sent to concerned authorities.

Terms of Reference (TOR) for the Company Secretary

1. Appointment, Reporting Relationships and Accountability

The Company Secretary is an employee of the Company who;
Reports administratively and operationally to the MD/CEO.
He/she is also accountable to the Board of Directors;
Acts in the capacity of Secretary to the Board and its Committees;
Is responsible for providing strategic and operational support to the Board by providing resources and information links among the Board, Management and the Shareholder, with particular emphasis on facilitating the flow of information;
Is also responsible for maintaining effective working relationships with the Board Chairman, Committee Chairs, individual Directors and Management;
Must have a broad understanding of the organization and its operations to effectively carry out his/her responsibilities.

2. Duties and Responsibilities Regarding Management of Board and Committee

Meetings

The Company Secretary shall–

Initiate the development of agenda for Board and Committee Meetings in consultation with the MD/CEO, Committee Chairs and Management;
Facilitate in consultation with Chairman or MD/CEO, Committee Chairs, Notification of meetings, preparation and distribution of agenda items etc. And ensure that;
Facilitate the practical arrangements for a Board meeting or Committee meeting, such as meeting room, transports, lunch/dinner/ tea etc. As required;
Attend Board and Committee meetings, and provide advice to the Chair to support effective functioning of the Board or Committee and adherence to proper meeting procedure;
Prepare accurate, complete minutes of meetings;
Where required, prepare and submit to the Directors accurate and complete proposal for written resolutions;
Arrange for signatures of minutes and written resolutions;
In conjunction with management, clearly communicate directives from the Board and Committees to the person responsible for carrying out the directives;
Retain and safe guard the official Minute books and corporate documents;
Review all minutes for consistency, appropriateness of recorded decisions and issues with broader implications;
Ensure that the record of minutes is at all times up to date;

Act as a Secretary for all Board and Committee meetings.

Corporate Governance Services

The Company Secretary shall –

Provide expertise and work with the MD/CEO to implement best practices in corporate governance by the Board and its Committees;
Provide advice and guidance to Directors and management regarding policies, directives and processes regarding corporate governance and tax
Draft and maintain all governance documentation including the Governance Manual in collaboration with the Board Chair;
Keep up to date on evolving corporate governance practices and trends;
Promote the role and responsibility of the Company Secretary both within the organization and externally, building networks to share ideas, discussing new trends in corporate governance and best practice;
Refer issues for legal review and opinions as required and may be directed to obtain advice on behalf of the Board;
Act as custodian for Company’s corporate and historical records, meeting minutes and related Board information;
Maintain a record of consolidated Board meetings.

Board Evaluation & Succession Planning Processes

The Company Secretary shall assist the Board and/or Committees-

In evaluating and reporting on corporate governance commitments and the mandates of the various Committees;

In implementing and reporting on the annual processes to assess the performance of the Board, Committees, Chairs and individual Directors;

In implementing and reporting on the annual performance evaluation of the CEO;

Facilitating Board appointment and renewal processes, and addressing Committee structures, composition and mandates;

In identifying and communicating any skill requirements for making recommendations to fill Board vacancies;

Identifying and communicating the professional development needs of Directors.

Transparency

The Company Secretary supports the Board’s commitment to transparency by-

Ensuring continuous disclosure of the governance framework;
Ensuring all external reporting requirements are met including in relation to the disclosure of Board meeting attendance, Board remuneration and expenses;
Ensuring that the appropriate controls are in place in relation to access to board information;
Ensuring the preparation of governance related materials for the Service Plan and Annual Service Plan Report in collaboration with the Board Chair.

Communication

The Company Secretary shall–

Be the liaison between the Board and the MD/ CEO and Management and is the main contact for Directors;
Promote a strong and effective working relationship between the Board and management;
At the direction of the Board Chair, provide Directors with timely information between Board Meetings;
Ensure that all Directors have all the necessary information to discharge their responsibilities;
Ensure that all Directors receive the same information to support the cohesive working relationship of the Board;
Develop templates and guidelines to support the preparation of appropriate briefing material;
Ensure that the appropriate tools and mechanisms are in place to manage Board information and communication to ensure that Directors are able to properly discharge their responsibilities;
Ensure that the appropriate technical support is available to the Board in relation to any online or paperless communication platforms;
Support the MD/CEO in ensuring that all decisions made by the Board, or the Board Chair, are clearly communicated to management in a timely manner and that all consequential actions are taken by the organization;
Additionally ensure the confidentiality of Board materials, records and deliberations as appropriate, or as directed by the Board Chair.

Code of Conduct & Conflict of Interest

• The Company Secretary shall administer the Code of Conduct of the Board Members and advice the Board Chair in respect of any matters where conflict, potential or real, may occur between the Board and it’s Members;

• If there is a conflict of interest, actual or potential, on any particular matter, between the Company Secretary’s administrative or managerial responsibilities within the Company and his/her responsibilities as a secretary to the Board, it is his responsibility to draw it to the attention of the MD/CEO.

Statutory & Legal Matters

The Company Secretary shall-

Keep under close review all legislative, regulatory and corporate governance developments that might affect the Company’s operations, and ensure the Board is fully briefed on these and that it has regard to them when taking decisions

Ensure proper and timely documentary filings and fulfillment of disclosure requirements to statutory authorities under applicable legislation and policy;

Ensure that the standard sand disclosures required by the different statutes are observed and, where required, reflected in the annual report of the directors;

Make arrangements for and manage the process of the General Meetings;

Maintain the Company’s books and records and ensure the security and application of the Company’s Common Seal;

Perform such other duties which usually pertain to the Company Secretary or which may be from time to time be prescribed by the Board or be required by law.

Special Projects

As directed and approved by the Board and its committees, the Company Secretary will undertake special projects ensure that the Board have sufficient information on the resources required to complete any proposed special projects.

Terms of Reference (TOR) for the Head of Internal Audit (HOIA)

1. Appointment, Reporting Relationships and Accountability

The HOIA is an employee of the Company who-

Reports administratively to the Chief Executive Officer (CEO) and operationally to the Chairman of the Audit Committee;
Is also accountable to the Audit Committee;
Is responsible primarily for giving assurance on the internal control arrangements in the Company and playing a key role in promoting good corporate governance;
Must have a broad understanding of the organization and its operations to effectively carry out his/her responsibilities.

2. Roles, Duties and Responsibilities

Roles, Duties and Responsibilities of the HOIA shall include-

(i) Audit Planning/Design

To develop an annual audit plan using input from the team and stakeholders to identify priorities and resource requirements for the year to cover audit of all the activities of the Company;
To meet with Directors and Managers to discuss needs and propose audits, to build stakeholder requirements into department plans;
To ensure plan is developed to meet the Audit Committee’s expectations;
To schedule and assign audits to team members, ensuring effective and efficient use of resources;
To ensure quality control of the team’s audit plans on a non going basis by reviewing and approving plans as they are developed and communicated to clients;
To report to the Audit Committee at the required intervals on Internal Audit assignments including planned reviews, investigations, risk advisory

(ii) Conducting Audits

To oversee and provide quality control for the

Internal audits, to ensure departmental mandate and business goals are met and that professional standards are maintained at all times.

To ensure completion of audit assignments to Provide independent, objective assurance to the Audit Committee.
To develop the team’s engagement with and Support of major business change programs thus ensuring that appropriate consideration of risk and control is given to all change.

(iii) Reporting

To ensure that internal audit reports are prepared and finalized in a timely manner and the same are submitted before the Audit Committee;
To ensure that internal audit reports are issued with all recommendations agreed and accepted by the audited individual/unit.

(iv) People Management & Development

To manage and oversee team performance through performance planning, coaching and performance appraisals;
To hold direct reports accountable for managing and developing their assignments to ensure the department’s goals are achieved;
To provide ongoing feedback to the team to ensure they develop the skills and competencies required for effective planning and individual professional and personal career growth;
To motivate and inspire the team by providing them with the information and tools they need to do their jobs well and meet customer expectations;

(v) Improving the Practice of Audits/Championing Risk Management

To build relationships with leaders across the organization to understand issues and identify areas for improvement for the organization as a whole;
To support and encourage team members to be proactive in identifying opportunities to share best practice with Directors and Managers to improve the control environment;
To develop new methodologies to improve the audit process, making it easier for the organization to request audits and implement recommendations;
To provide assistance to the business in meeting regulatory requirements;
To keep abreast of developments in Corporate Governance practices and advise the business accordingly.

(vi) General

To perform any other duties as are within the scope, spirit and purpose of the job, the title of the post and its grading as requested by the line manager or Head of Unit/Section/Department/Division.