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The Chairperson/Chairman, other Board members and Chief Executive Officer (CEO) of the company shall act within the authority conferred upon them, in the best interests of the company and observe the following:
Prudent conduct and behavior
The Chairperson/Chairman, 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 Chairman, 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/Chairman, 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/Chairman, 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.
Confidentiality
The Chairperson/Chairman, other Board members and Chief Executive Officer should conduct themselves so as to meet the expectations of operational transparency of the stakeholders while at the same time 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 the 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.
Conflict of interest.
The Chairperson/Chairman, 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/Chairman, 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.
Compliance with Laws, Rules and Regulations
The Chairperson/Chairman, 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 endeavour that before any directions are given or decisions taken, relevant legal/regulatory requirements are taken into account.
Prohibition of Insider Trading
The Chairperson/Chairman, 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/Chairman, other Board members and Chief Executive Officer should comply with the provision of the Companies Act, 1994 and applicable rules and regulations issued by Bangladesh Securities Exchange Commission, Dhaka Stock Exchange and Chittagong Stock Exchange, in so far as they relate to prohibitions on insider trading.
Relationship with Environment
The Chairperson/Chairman, 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.
Relationship with Employees
The Chairperson/Chairman, other Board members and Chief Executive Officer should strive for causing the company to maintain cordial employee relations.
The Chairperson/Chairman, 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/Chairman, 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.
Relationship with Customers
The Chairperson/Chairman, 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/Chairman, 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/Chairman, 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.
Relationship with Suppliers
This Code contains general requirements applicable to all suppliers to company. Particular supplier contracts may contain more specific provisions addressing some of these same issues. Nothing in the Code is meant to supersede any specific provision in a particular contract, and to the extent there is any inconsistency between the Code and any other provision of a particular contract, the other provision will prevail.
The Chairperson/Chairman, other Board members and Chief Executive Officer should act in the best interest of the company. Accordingly, the Chairman, 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 Chairman, other Board members and Chief Executive Officer’s obligation to act in the best interest of the Company.
Independency
The Chairperson/Chairman, other Board members and Chief Executive Officer should remain independent in all respects. The Chairman, other Board members and Chief Executive Officer should act impartial to the employees, customers, suppliers, shareholders and other stakeholders.
Share Holding Percentage [as on June 30, 2022] | Sponsor/Director: 42.07 | Govt: 0.00 | Institute: 18.94 | Foreign: 0.00 | Public: 38.99 |
Share Holding Percentage [as on September 30, 2021] | Sponsor/Director: 42.07 | Govt: 0.00 | Institute: 17.81 | Foreign: 0.00 | Public: 40.12 |
Share Holding Percentage [as on June 30, 2020] | Sponsor/Director: 38.10 | Govt: 0.00 | Institute: 29.18 | Foreign: 0.00 | Public: 32.72 |
Share Holding Percentage [as on June 30, 2019] | Sponsor/Director: 40.24 | Govt: 0.00 | Institute: 30.86 | Foreign: 0.00 | Public: 28.90 |
Share Holding Percentage [as on July 31, 2018] | Sponsor/Director: 50.29 | Govt: 0.00 | Institute: 26.38 | Foreign: 0.00 | Public: 23.33 |
Share Holding Percentage [as on April 30, 2017] | Sponsor/Director: 56.50 | Govt: 0.00 | Institute: 28.29 | Foreign: 0.00 | Public: 15.21 |
Share Holding Percentage [as on May 31, 2017] | Sponsor/Director: 56.50 | Govt: 0.00 | Institute: 28.69 | Foreign: 0.00 | Public: 14.81 |
Pragati Insurance Ltd. has formulated a dividend distribution policy in line with the Directive No. BSEC/CMRRCD/2021-386/03 dated January 14, 2021 of the Bangladesh Securities and Exchange Commission (BSEC).
Objective:
The objective of this Policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend. The Company has an uninterrupted dividend payout since listing. In future, the Company would endeavour to pay sustainable dividend keeping in view of the Company’s policy of meeting the long-term growth objectives from internal cash accruals.
Disclosure on Dividend Distribution: Pragati Insurance Ltd. pay off the dividend to the securities holder within the stipulated time after declaration or approval and submit a compliance report to the Exchange and to the Commission in respect of dividend payment within 7 (seven) working days.
Pragati Insurance Ltd.(PIL) specifically and clearly mentions the reasons for partial or non-distribution of profit as dividend in its resolutions of every annual general meeting. With a view to inform all public subscribers, we sent short messages (SMS) to all our valued shareholders after disbursement of dividend through Bangladesh Electronic Funds Transfer Network (BEFTN). If any deviation is found, we directly contact and resolve the problem.
Same time we send a few printed Dividend warrant for the same year to the shareholders by post to their address and change of any warrant is relevant delivered, it is deposited to their respective bank account.
Distribution Time: Pragati Insurance Ltd. shall pay off the annual or final dividend to the entitled shareholder within the given time after approval any declaration. Provided that interim dividend shall be paid off to the entitled shareholder within the stipulated time of record date.
Factor being considered for Dividend: The form, frequency and amount of future dividends shall be at the discretion of our Board and subject to the approval of our shareholders and will depend on various factors including but not limited to:
1. Profit after tax (PAT) earned during the financial year.
2. Cash flows.
3. Liquidity
4. Capital requirements/adequacy of capital.
5. Adequate cash utilization opportunities.
6. Future business expansion plans.
7. Retained earnings and considered with expected return from the business.
8. Applicable taxes on dividend in hands of recipients including dividend distribution tax, where applicable.
Amendments: The Board may, from time to time, amend this Policy to the extent required due to change in applicable laws/BSEC’s/DSE’s regulations or as deemed fit on a review.