Condition

No.Titles Status Remarks

1,.1 rroard slze: Ihe numbei of the board Membet of the company shall not be

lAg11 5 (five) and more Jtan20 (twenry).Complied The Board of Kunaphuli Insurance Company Ltd.

@CL)is comprised of 12 (Iwehe) Dtectots.1.2 (r) Independent Directors: At least on@

Directors in the company's Board shall be Independent Dfuectors.Cornplied The,Board of KICL is.comprised of

3 (three) Independent Directors.1.2 (l) (a) rlruEpclocnr rJfectofs: .LJoes not hold any shate ot holds than lok shate of

the total paid-up capital.CompJied

1.2 (ri) O) Independent Ditectots ot his family members ,@any sponsor or Director ot Shateholder who holds 1% or more shareq

Complied

1.2 G) G) r]oes not have any other telationship, whether pecuniary ot otherwise, withthe company or rts subsidiary/associaied .o-rr..r.

Compiied

1.2 (ii) (d) Lucpeloenr r_rrector ts not a member, Ijfector ot off,cer of any Stock Exchange. eomplied1.2 (1i) G) uruEpclruclrL u[ccror ls fiot a shafeholder, _lJrector ot ofltcet of any membet

of Stock Exchange ot an intetmediary of the capital matket.CompJied

1.2 @) (f) Independent Ditectot is not a pattner or an executive or was not a p.rrtt\et olan executive dudng the preceding 3 (three) years ofanv statutorv arrdit firm

Complied

1.2 @) (s) rrraepenoenr rjfectof shall not be an Independent Directof in more than 3 I comp]ied(three) Iisted companies.

1.2 (o (h) Independent Director h^,jurisdiction as a defaulter in payment of any loan tt a bank or a Non-BankFinancial Institution Q.JBF!.

Complied

1,2 @) (' Independent Director has not been .o.rrri.t.J@motal tqpitude.

Complied

1.2 @i The Indepen&nt Director(s) shall be appointed by the Boatd of Dfuectorsand apptoved by the shareholders in the AGM.

Compted The appointment of 02 IndependentDirectors were duly apptoved. Theappointrnent of the new IndependentDirector would be apptoved at 28th AGM.

1.2 Qv) The Post oflndependent Drector(s) .rn,t ,..oin urffi Complied1,2 (v) rlc Doaro snarr ]ay down a code ot conduct of all Boatd members and annual

compliance ofthe code to be recorded.Complied

1.2 (*) rus Lcnure or omlce ot an tndepefldent _Dlrector shall be for a pedod of 3(thtee) years, which may be extended for 1 (one) tetm only.

Complied

1.3 (') Independent Director sha11 b. u k o*l"dg"u@is able to ensure compliance with finaniial, regulatory ,nd .o1poiut. 1urvsand can make meaningfi:l contribution to busineis.

Complied

1.3 (ii) rnaepenoenr LJlrectof should be a Business LeadetfCotpotateLeader/Bureuctate/University Teacher with Economics or Business Srudies

"ot Law backgtound/Profesiionals like Chattered Accountants, Cost &

lvtanagemenr Accountants, Chatered Secretaries. The Independeni Dir..to,::1li": ^tle stL2 (twelve) years of corpotate -*rg.rr1.r,/pr;f;i;;;expeflences.

Complied

1.3 (r) LarLD urc auuvc quarflcauons may be telaxed sub;ect to ptiotapproval of the Commission.

Not Applicable

1.4 chairman and cEo shal1 be f,lled by diffetent individuals. chairman shal1 beelected from among the Directors. The Board of Directors shal1 clearlydefine respective roles and responsibiliries of the Chairman and the CEO.

Complied

1.5 The Directot's Report to Shff.hold.r, CI, Complied

status of compliance with the conditions Imposedby BSEC's Notification on Corporate Governance

(Report under Condition No. 7.00)

41

IonditionNo.

Titles Status Remarks

1.5 (,) Industry oudook and possible futute developments in the industry. CompLied Stated in the Ditectots Report

1.s (ii) Segment-wise or product-wise performance. Complied Do1.5 (r) fusks and concerns. Complied Do

) (19 A discussion on Cost of Goods sold, Gtoss ProfitMargin and Net Profit Matgin.

Complied Do

1.5 (v) Discussion on continuity of any Exua-Ordinary gain or loss. Complied Do1.5 ("0 Basis for related party transactions a statemerit of ail related party transactions

should be diclosed in the annual teport.Complied

1.5 (vii) Utilization of ptoceeds from public issues, dghts issues and/ or thorough anyothers instruments.

Not AppJicable

1.5 [ni,) An explanation if the financiil.results deteriotate aftet the company goes forInitial Public Offering (IPO), Repeat Public Offering (RPO), Rights Offer,Dfuect Listrng etc.

Not Applicable

1.5 (1") If significant variance occurs betrveen Quarter\ Financial performance andAnnual Financial Statement tle management sha11 explain about the varianceon their Annual Report.

Not Applicable

1.5 (x) Remuneration to Directots indnding Independent Directors. Complied Stated in the FLnancial Statement Note no, 17

1.s (9 The financial statements prepared by the management of the issuer companypfeseft'fairly'its state of affairs, the result of its operations, cash flows andchanges in equity.

Complied Stated in the "Directors' Report toShareholders"

1.5 (*r1) Ptoper books of account of the issuer company have been maintained. Complied Do1.5 (rx, Apptopriate accounting policies have been consistently applied in prepatation

of the financial statements and that the accounting estimates are based onreasonable and prudent judgment.

Complied Do

1.5 (xiv) Intemational Accounting Standars (IAS)/Bangladesh Accounting Standards

@AS)/International Financial Repotting Standards (FRS)/BangladeshFinancial Reporting Sandards @FRS), as applicable in Bangiadesh, have beenfoilowed in pteparation of the financial statements and any depamre thete-ftom has been adequately disclosed.

Complied Do

1.5 ("") The system of intemal control is sound in design and has been effectivelyimplemented and monitored.

Complied Do

i.5 (xvi) Thete ate no significant doubts upon the issuer company's ability to continueas a going concefi1. If the issuer company is not considered to be a goingconceflr, tle fact along with teasons thereof should be disclosed.

Complied Do

1.5 (xvn) Significant deviations from the last yeat's operating results of the issuer

company shall be highlighted and the reasons theteof should be explained.Complied Do

1.5 (xvin) Key operating and ftnaninl datr of at least preceding 5 (five) years shall be summarized. Complied Do

1.5 (*,, No declaration of Dividend. Not Applicable

1.5 (**) The numbet of Board meetings held duting the year and attendance by eachDitectot shall be disciosed

Complied Stated in the Directots Repot

1.5 (xxi) The pattern of shateholding shail be repoted to disclose the agyegate numberof shares (along with name wise details where stated below) held by:-

1.5 (xxi) (a) Patent/Subsidiary/ Associated Companies and othet telated paries (namewise details);

Complied Stated in the Directors Repot

.5 (""1) O) Ditectors, Chief Executive Officer, Company Sectetary, Chief FinancialOfficer, Head of Internal Audit and their spouses and minor children (name

wise details);

Complied Do

.5 (xxi) (c) Executives; Not Applicable

s (xxi) (d) Shareholders holding ten percent (107r) or more vote's interest in thecompany (name wise details).

Not Applicable

42

Condition

No.Titles Status Remarks

t.5 (xxii) In case of the appointent/re-appointrnent of a Dfuector th. .o-pr.y ,hul_ldisclose the following information to the shateholders:-

EI a brief tesume of the Director;V a narure of his/her expettise in specific functional ateas;iYl a names ot companies rn which the petson also hoids the Directorship

and the membership of committess of the board

Complied

2.1 The company sha11 appoint a Chief Financial Officer (CFO), a Head ofInternal Audit (Internal Conuol and Compliance) and a Company Secretary(CS) Tl: Board of Directors should clearly define reqpegtirle roles;responsibilities and duties of CFO, the Head of Internal Audit and tt e CS.

Complied

2.2 Attendance of CFO and the Company Secretary in the Boatd meeting. Complied3(1) The company shali have an Audit Committee as a sub-committee of the

Board ofDirectors.Complied Stated in the Repor of the Audit Committee

3 (ri) The Audit committee shall assist the Boatd of Directors' in ensudng that thefinancial statements reflect true and fatt view of the state of affairs of theeompany-and in ensuring a good monitoting system within the business.

Complied Do

3(E The Audit committee shal1 be tesponsible to the Board of Directors. Theduties of the AuditCommittee shal1 be clearly set fotth in wrirng.

Complied Do

3.1 (,) The Audit Committee shall be composed of at least 3 (three) members. Complied Do3.1 (n) The Board of Directors shall appoint membets of the Audit committee who shall be

Directors of the company and shall include at least 1 (one)Independent Director.Complied Do

3.1(E All membets of the Audit committee should be "fit.n.iur-ly 1it..utJ undlleast 1 (one) member shall have accounting or related financial managementexpetience: The term Financully fitetate means the ability to reai andunderstand the financial statements i.e. Balance sheet, Income Statement andCash Flow Statement and a person will be considered to have accounting otrelated financial management expertise if she/he possesses professilnalqualification or Accounting/finance gtaduate with at least 12 (r""i"E years ofcolPofate maflagement f professional experiences.

Complied Do

3.1 (1") Casual l,acancy in Audit Committee (AC) shall be filled by the Board. Not Applicable3.1 (v) The company sectetary shal1 act as the secretary of the Committee. Complied Stated in the Report ofthe Audit Committee3.1 (vi) The quorum of the Audit Committee 1AC; *..dog shull not .onrtltoG urithort

at least I (one) Independenr DLector.Complied Do

32(i) The Board of Directors shall select 1 (one) member of the Audit committee tobe chairman of the Audit comminee, who shall be an Independent Director.

Complied

3.2 @) chairman of the audit committee shall remain preseflt in the Annual General Meeting. Complied3.3 (i) The Role of Audit Committee: Oversee th. eo^.ia opo*.g pro..rr- Complied Stated in the Report of the Audit Committee3.3 G) Monitor choice of accounting policies and ptinciples. Complied Do3.3 0,1) Monitor Intetnal Contol Risk management process. Complied Do3.3 (,9 Ovetsee hiting and perfotmance of external uoditor" Complied Do3.3 (v) Review along with the management, th. *ffi

submission to the Board for approval.CompJied Do

3.3 (", Review aiong.rith the managemeflt, the quarterly and half y.*ly fi"r".idstatements before submission to the Board fot apptoval.

Complied Do

3.3 (w) Review the adequacy ofinternal audit function. Complied Do3.3 (u4 Reyiew statemeSrt of sigaificant related paty ttansactior, ,,rb-itt.dffi

management.Complied Do

3.3 (ix) {eview Management Letieffissued by statutory auditors.

Complied Do

43

Condition

No.Titles Status Remarks

3.3 (x) When money is raised through Initial public Offering tpO;/R.p.ut l"bti.Offedng EPO)/Rights Issue the company shall disclose to the AuditCommittee about the uses/applications of funds by maiot category (capitalexpenditute, sales and marketing expenses, working capital, etc), on a-qoaiedybasis, as a part of their quarterly declaration of financial resrlts. Fotthei, on anannual basis, the company shall prepate a statement of funds utilized fot thepulposes other thanthose stated in the offer document/ prospecus

Not Applicable

3.4 Reporting of Audit Committee:-

3.4.1 (1) The Audit Committee shall report on its activities to the Board of Ditectors. Complied Sated rn the Repott of the Audit Committee3.4.1@) (^) l.ryI :" conflicts of interests to the Board of Directors. Not Applicable3.4.1 (ii) &) Will report any suspected ot presumed fraud orirtegulariry or material defect in

the internal contol system to the Board.

'' Not Applicable

3.4.1 (ii) G) Wil teport any suspected infiingement of laws, including secudties related laws,rules and regulations to the Board.

Not Applicable

3:41 (ii) (d) will report any otrer matter which shall be disclosed to the Board of Dfuectorsimmediately. Not Applicable

3.4.2 Reporting to the Authorities:.If the Audit committee has reported to the Boatdof 'Directors about-anything whith. has mateial impaci on the financialcondition and results of operation and has discussed with the Board ofDfuecto_ts and the management that any rectification is necessary and if theAudit Committee finds that such rectification has been onr.rronrbly ignored,the Audit Committee shall repor such finding to the Commissi,orr] oponreporting of such matters to the Board of Directors for three times orcompletion of a pedod of 6 (six) months from the date of frst repotting to theBoard ofDirectors, whichever is earliet.

Not Applicable

3.5 Reporting to the Shareholders and General Investors: Report on activitiescarried out by the Audit Committee, including any r.port mrd. to the Board ofDirectors under condition 3.4.1 (ii) above during the year, shall be signed by theChairman of the Audit Committee and disciosed in the annual ,.!o.t oi,h.issuer company.

Not Applicable

4(D Non-engagement of exterrial/statutory auditors in appraisal o, ,"l*d-services or faimess opinions.

Complied

46) Non-engagement of external/statutory auditots in financial information systemsdesign and implementarion.

Complied

4 (iii) Non-engagement of external /statutory auditors in Book-ke.pirrg - ott.,services telated to the accounting records or financial statements.

Complied

4(,9 Non-engagement of extemal/statutory auditors in Brok..-deu1.i s.roico CompLied4 (v) Non-engagement of extemal/statutory auditots in Actuarial services. Complied4 (\,1) Non-engagement of external/srarutory auditors in Internal auditiidcer CompLied4 (vD Non-engagement of external /statutory auditors in ;j;thAleftlceEat th;

Audit Committee determines.Complied

4 ("i,, No partnet or employees of the external audit firms shall possess ,ny ,h*. of tl,.company they audit at least during the tenure of their audit assignment of that company.

Complied

4 (1x) Audit/certification services on compliance ofcolporate goverlrance as requtedundet clause (i) of condition no.7.

Complied

5(,) Ptovisions relating to the composition of the Board of Directors of the holdingcompany shall be made applicable to the composition of the Board oiDirectors of the subsid.iary company.

Not Applicable

5 (,r) At least 1 (one) Independent Director on the Boatd of Dkectors of the holdingcompany shall be a Director on the Board of Directots of the subsidiary company.

Not Applicable

44

Condition

No.

Titles Status Remarks

5 (iD The minutes of the Boatd meeting of the subsidiary company sha1l be placedfor teview at the following Board meeting of the holding company.

Not Applicable

5 (19 The minutes of the respective Board meeting of the holding company shallstate that they have tevierved the affairs of the subsidiary company also.

Not Applicable

s (u) The Audit Committee of the holding company shall also review the financialstatements, in paticular the investments made by the subsidiary company.

Not Applicable

6 (t) (a) The CEO and CFO will cetti$r to the Board that they have teviewed the financialstatements and believe that these statements do not contain any matedally untmestatement or omit ariy mateial fact ot contain statements that might be misleading.

Complied Stated in the tesponsibility statementofCEO & CFO

6(40) The CEO and CFO will certi!, to the Board that they have reviewed thefinancial statemeflts and bel-ieve that these statements together present a trueand fair view of the company's affairs and are in compliance with existingaccounting standards and applicable laws.

Complied Do

6 (ii) There xe, to the best of knowledge and belief, |ro transacrioos.entered into bythe company during the year which are fraudriient, illegal ot violation of thecompany's code of conduct.

Complied Do

7 (,) The company shall obtain a certificate from a Ptofessional ChartetedSecretaty/Accountants (Chaftered Accountants/Cost & ManagementAccountants/Chateted Secretary) regarding compliance of conditions ofCoqpotate Govetnance Guidelines of the Commission and shall send the sameto the shateholdets along with the Annual Report on a yearly basis.

Compiied

7 (ii) The Ditectots of the company shall state, inaccotdance with the Annexwe attached,in theDirectots' repot whether the company has compliedwith these conditions.

Complied

45