Thirty Fifth Annual Report & Acccounts: 2019

NOTICE OF THE 35TH ANNUAL GENERAL MEETING

Notice is hereby given that the 35th Annual General Meeting of United Insurance Company Limited (UICL) will be held virtually by using digital platform through the link https://bit.ly/uiclagm2020 (in pursuance with Bangladesh Securities & Exchange Commission Order: SEC/SRMIC/04-31/932 dated 24 March 2020) on Thursday, 23 July 2020 at 11:00 AM (rescheduled) to transact the following business:

1. To receive and adopt the Directors’ Report, the Auditors’ Report and the Audited Financial Statements for the year ended on 31 December 2019 thereon.

2. To declare dividend for the year 2019.

3. To elect/ appointment of Directors as per the relevant legislation.

4. To appoint Statutory Auditors for the year 2020 and to �x their remuneration.

5. To appoint Compliance Auditors for the year 2020 and to �x their remuneration.

By order of the Board of Directors

Dated: Dhaka (Md. Imran Hasan, ACS)07 July 2020 Company Secretary

Notes:

1. The Record Date was Tuesday, 02 June 2020. Shareholders whose name appeared in the members’ register of the Company or in the Depository on the record date are eligible to attend the 35th Annual General Meeting (AGM) and entitled to receive the dividend, as approved.

2. A member entitled to attend and vote at this virtual AGM may appoint a proxy to attend and vote in his/her stead. The scanned copy of “Proxy Form”, duly �lled, signed and stamped at BDT 20.00 must be sent through email to share@unitedinsurance.com.bd no later than 72 hours before commencement of the AGM.

3. Concerned Depository Participants (DP)/ Stock Brokers are requested to provide us with a list of their margin loan holders who hold UICL shares, as on record date with details of shareholders’ name, BO ID, shareholding position, cash dividend receivable, income tax etc. within 20 July 2020, along with the name of the contact person to the Share Department of the Company or at share@unitedinsurance.com.bd, otherwise dividend will be paid to bank account of the member whose name would appear on the Record Date.

4. The Members will be able to submit their questions/comments and vote electronically 24 hours before commencement of the AGM and during the AGM. For logging in to the system, the Members’ need to put their 16-digit BO ID/Folio Number and other credential as proof of their identity by visiting the link http://bit.ly/uiclagm2020.

5. Shareholders are requested to login in to the system prior to starting of the meeting. The webcast will start at 10:45 AM. Full login process to the digital platform meeting will also be available in the Company’s website www.unitedinsurance.com.bd. For any technical di�culties in accessing the virtual meeting, the members’ are requested to contact at 01840 655 515.

6. The soft copy of Annual Report-2019 will be forwarded to the email address of the shareholders available in their BO account maintained with Depository Participant (DP). The Annual Report-2019 and Proxy Form will be available in the Company’s website at www.unitedinsurance.com.bd.

INDEXCONTENTS PAGE

Facts about the Company.................................................................................................................................................................................. 03

Board of Directors ................................................................................................................................................................................................. 04

Head O�ce & Registered O�ce and Share Department........................................................................................................................ 04

Executive Committee, Audit Committee and Nomination & Remuneration Committee ........................................................ 05

Executives, Legal Advisors, Auditors and Bankers .................................................................................................................................... 05

Branch O�ces......................................................................................................................................................................................................... 06

Chairman’s Message ......................................................................................................................................................................................07-09

Report of the Board of Directors................................................................................................................................................................10-19

Key Operating and Financial Data .................................................................................................................................................................. 21

Brief Resume of the Directors .....................................................................................................................................................................22-23

Brief Management’s Discussion and Analysis ......................................................................................................................................24-27

Certi�cation of the CEO and the CFO to the Board................................................................................................................................... 28

Report of the Audit Committee ...................................................................................................................................................................... 29

Report of the Nomination and Remuneration Committee.................................................................................................................... 30

Report to the Shareholder of UICL on Compliance of the Corporate Governance Code ........................................................... 31

Corporate Governance Compliance Report ..........................................................................................................................................32-39

Value Added Statement...................................................................................................................................................................................... 40

Independent Auditors’ Report ...................................................................................................................................................................41-45

Balance Sheet ...................................................................................................................................................................................................46-47

Pro�t and Loss Appropriation Account......................................................................................................................................................... 48

Pro�t and Loss Account ...................................................................................................................................................................................... 49

Consolidated Revenue Account ...................................................................................................................................................................... 50

Fire Insurance Revenue Account..................................................................................................................................................................... 51

Marine Insurance Revenue Account .............................................................................................................................................................. 52

Motor Insurance Revenue Account ............................................................................................................................................................... 53

Miscellaneous Insurance Revenue Account ................................................................................................................................................ 54

Statement of Changes in Equity ...................................................................................................................................................................... 55

Statement of Cash Flows ................................................................................................................................................................................... 56

Notes to the Financial Statements ...........................................................................................................................................................57-70

Classi�ed Summary of Assets ........................................................................................................................................................................... 71

03

FACTS ABOUT THE COMPANY

PARTICULARS DATE

Incorporated May 07, 1985

Commenced underwriting October 19, 1985

First Dividend declared (12%) at 3rd AGM June 30, 1988

Listing in Dhaka Stock Exchange Limited April 09, 1990

Paid-up capital raised to Tk. 60 million after public �oatation of shares May 20, 1990

First trading of shares on Dhaka Stock Exchange Limited October 28, 1990

First Public AGM held at Sonargaon Hotel, Dhaka May 27, 1991

Paid-up capital raised to Tk. 78 million (30% stock dividend) May 15, 2007

Electronic transaction of shares May 22, 2007

Credit rating “A” by CRISL in 2007 on 2006 Accounts September 24, 2007

Overseas Reinsurance Treaty commenced April 01, 2008

Paid-up capital raised to Tk. 100 million (28.21% stock dividend) May 08, 2008

Paid-up capital raised to Tk. 250 million (150% stock dividend) May 07, 2009

Paid-up capital raised to Tk. 300 million (20% stock dividend) April 22, 2010

Paid-up capital raised to Tk. 330 million (10% stock dividend) June 02, 2011

Credit rating “AA-” by CRISL in 2012 on 2010 Accounts February 07, 2012

Paid-up capital raised to Tk. 363 million (10% stock dividend) May 07, 2012

Paid-up capital raised to Tk. 400 million (10.19% stock dividend) May 09, 2013

Credit rating “AA” by CRISL in 2013 on 2012 Accounts November 14, 2013

Paid-up capital raised to Tk. 420 million (5% stock dividend) May 11, 2016

Credit rating “AA+” by CRISL in 2018 on 2016 Accounts March 18, 2018

Paid-up capital raised to Tk. 445 million (5.952% stock dividend) April 28, 2019

CORPORATE MANAGEMENT

BOARD OF DIRECTORS

CHAIRMANMr. Syed Aziz Ahmad

SPONSORS & INSTITUTIONAL DIRECTORS NOMINATED BYMr. M. Saiful Islam National Brokers LtdMr. M. Shah Alam Amo Tea Company LtdMs. Shama Rukh Alam The Allynugger Tea Company LtdMr. Daud Khan Panni Macalms Bangladesh Trust

DIRECTORS FROM PUBLIC SUBSCRIBERSMr. Syed Aziz Ahmad Camellia Duncan FoundationProf. Dr. Wahiuddin Mahmood Camellia Duncan Foundation

INDEPENDENT DIRECTORSMr. Anwarul AzimMr. Ra� Omar

CHIEF EXECUTIVE OFFICERMr. Khawja Manzer Nadeem

CHIEF FINANCIAL OFFICERMs. Yesmin Hosna, FCA

COMPANY SECRETARY Mr. Md. Imran Hasan, ACS

SHARE DEPARTMENT (IN-CHARGE)Mr. Md. Monirul Islam

HEAD OFFICE & REGISTERED OFFICECAMELLIA HOUSE22, Kazi Nazrul Islam AvenueDhaka-1000, BangladeshTel: PABX: 58611720-2, 58617762 9661397-8, 9662670Fax: 880-2-58614475, 58615351E-mail: info@unitedinsurance.com.bdWebsite: www: unitedinsurance.com.bd

04

SHARE DEPARTMENTSEL ROSE N DALELevel - 12116, Kazi Nazrul Islam AvenueBanglamotor, Dhaka-1000Tel: PABX: 58315936-6, 58315934E-mail: monir@unitedinsurance.com.bd

Mr. Ra� OmarOne of our Directors

EXECUTIVE COMMITTEE Mr. Syed Aziz Ahmad Chairman Prof. Dr. Wahiuddin Mahmood Member Mr. Daud Khan Panni Member Mr. Khawja Manzer Nadeem Member

AUDIT COMMITTEE Mr. Anwarul Azim Chairman Mr. Ra� Omar Member Mr. M. Saiful Islam Member Ms. Shama Rukh Alam Member Mr. M. Shah Alam Member

NOMINATION AND REMUNERATION COMMITTEE Mr. Ra� Omar Chairman Mr. Syed Aziz Ahmad Member Mr. Anwarul Azim Member Mr. Daud Khan Panni Member Mr. Khawja Manzer Nadeem Member

EXECUTIVES, LEGAL ADVISORS, AUDITORS AND BANKERS

CHIEF EXECUTIVE OFFICERMr. Khawja Manzer Nadeem

GENERAL MANAGERMr. T. M. Abdul Matin

ADDITIONAL GENERAL MANAGERSMr. Md. JashimuddinMr. Faiz Jalaluddin Ahmad Mr. Maqsudul Haque

SR. DEPUTY GENERAL MANAGERMr. Ra�quddin Ahmed

DEPUTY GENERAL MANAGERMr. Khondaker Fakrul Alam

ASSISTANT GENERAL MANAGERSMs. Yesmin Hosna, FCAMr. Md. Sharafat HossainMr. Md. Faruk Ahmed SarkerMr. Md. Mizanur Rahman BhuiyanMr. Shamsuddin AhmedMr. Mohammed Tabrez Hossain

05

LEGAL ADVISORSORR, DIGNAM & CO.Advocates & BarristersO�ce No: 101-104Sajan Tower 2 (1st Floor)3, Segun Bagicha, Dhaka-1000, Bangladesh

AUDITORSA. Qasem & Co.Chartered AccountantsGulshan Pink City (Suites # 01-03)Level # 7, Plot # 15, Road # 103Gulshan Avenue, Dhaka-1212, Bangladesh

BANKERSStandard Chartered BankBank Asia Ltd

SENIOR MANAGERSMr. Md. KamruzzamanMr. Md. Imran Hasan, ACSMr. Md. Monirul IslamMr. Md. Gias Uddin ChowdhuryMr. Mosharraf HossainMr. Kabir Ahmed BhuiyanMr. Rashedul IslamMr. Mohammad Atiqur RahmanMr. Khwaja Ali MadaniMr. Tanvir Ahmed KhanMr. Shahedul HaqueMr. Mohammad Mahfujur RahmanMr. Forhad Ahmed

BRANCH OFFICES

Central Development Unit Dhaka Zonal O�ce CAMELLIA HOUSE SEL ROSE N DALE22, Kazi Nazrul Islam Avenue Level # 12Dhaka-1000, Bangladesh 116, Kazi Nazrul Islam AvenueTel: PABX: 58611720-2, 9661397-8 Banglamotor, Dhaka-1000 9662670, 58617762 Tel: PABX: 58315935-6Fax: 880-2-58614475, 58615351 E-mail: dzo@unitedinsurance.com.bdE-mail: info@unitedinsurance.com.bdwww: unitedinsurance.com.bd

Agrabad Khatunganj NarayanganjMakkah Madinah Trade Centre (MMTC) Gazi Tower (3rd Floor) 48, S. M. Maleh Road(14th Floor) 78, Agrabad C/A 47, Shah Amanat Road Tanbazar, NarayanganjChittagong-4000 (Jail Road), Chittagong-4000 Tel: 01817 116 609Tel: 031-716227, 716136, 711143 Tel: 031-630039 E-mail: ngj.uicl@gmail.comCell: 01713-122 844 Cell: 01711 821 928 FAX: +88-031-721 230 E-mail: info.uicl@gmail.comE-mail: czo.uicl@gmail.com

Chapai Nawabganj Sylhet KhulnaHolding No: 8 (1st Floor) Madhuban Shopping Complex Hui HouseGodagari Road, Masjid Para 7774, Bandar Bazar 77, Gagon Babu RoadChapai Nawabganj Sylhet Khulna Tel: 01712-000026 Tel: 0821-712301, 01558-360767 Tel: 041-730257, 01711-824433E-mail: cng.uicl@gmail.com E-mail: syl.uicl@gmail.com E-mail: kln.uicl@gmail.com

Jessore Bogra RangpurRashed Center 146, Raja Bazar (2nd Floor) Sabera Mansion7/A R. N. Road, Kotwali, Jessore Bogra 147/1, Station Road, RangpurTel: 0421-61351 Tel: 051-64962 Tel: 0521-64235Cell: 01712-343355 Cell: 01716-347386 Cell: 01718-409643E-mail: jess.uicl@gmail.com E-mail: bog.uicl@gmail.com E-mail: rnp.uicl@gmail.com

Pabna JamalpurK. M. Plaza (1st Floor) 393/N, Doyamoyee RoadParbotigonj, Shonapotti, Jamalpur, Sadar, JamalpurPabna Sadar, Pabna Cell: 01714 395 601Tel: 0731-64345Cell: 01729-435370E-mail: pbn.uicl@gmail.com

06

07

CHAIRMAN’S MESSAGE-2019

DEAR SHAREHOLDERS

I am glad to welcome you all to the 35th Annual General Meeting of United Insurance Company Limited. I would like to take this opportunity to present before you the Annual Report and the Audited Financial Statements of the Company for the year 2019.

ECONOMIC SCENARIO

Bangladesh economy, despite various national and international adversities, was able to maintain its GDP growth of about 7 percent and above in recent years. A sound macroeconomic framework, political stability, implementation of infrastructure projects and ongoing reforms to improve the business environment enhanced the country’s GDP growth rate to 8.10 percent in 2019 from 7.86 percent in 2018. The per capita GDP increased to USD 1,827 in 2019 from USD 1,675 in 2018 and the per capita national income also increased by USD 158 to USD 1,909 in 2019.

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Syed Aziz Ahmad-Chairman of the Company

08

Last year the export earnings of Bangladesh grew by 10.53 percent to USD 40,530.00 million from USD 36,668.00 million in 2018. The ready-made garments sector exports increased by 11.50 percent over last year to USD 34,130.00 million in 2019, contributing about 84 percent to the total export income of the country. Remittance, the key foreign earning source, also registered a healthy growth of 18.60 percent to USD 18,420.00 million in 2019.

IDRA

In order to ensure a level playing �eld IDRA launched in 2019 a campaign against some irregularities prevailing in the industry. This had a positive e�ect already but there is still a long way to go to achieve the ultimate objective of ensuring a level playing �eld for all.

IDRA declared 1st March as “National Insurance Day” for promotional activities and market development initiatives for developing the insurance sector of the country. We welcome the initiatives taken by IDRA and hope that IDRA will continue with its e�ort in future to create an environment conducive to growth.

OUR BUSINESS

Your Company wrote insurance business with a premium income of Tk. 511.27 million against Tk. 472.34 million in 2018, posting a growth of 8.24 percent in 2019.

PROFITABILITY

Underwriting pro�t, which is derived basically from the insurance business of the Company, was Tk. 70.22 million as against Tk. 43.32 million in 2018. In spite of the bearish trend in the share market throughout the year, the company made a pro�t of Tk. 2.11 million from investment in shares. We now recommend a dividend of 11 percent Cash for the year 2019.

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PROSPECT OF 2020

The recent unpredicted surge of the global pandemic of the Coronavirus has already caused havoc to the lives and economies of the largest countries of the world resulting in thousands of deaths and near total shut down of their commercial activities. There seems to be no sight of relief in the coming months. Coronavirus has now also been detected in Bangladesh at a nascent stage. It will, therefore, be prudent to take a cautious estimation of the a�ect this pandemic may have on the commerce and industry of Bangladesh as we are very much dependent on the larger economies of the world for our export and imports trade. The general insurance industry, in particular, is closely related to all the economic activities of the country and could be badly a�ected.

ACKNOWLEDGEMENT

I would like to thank all our esteemed stakeholders, well-wishers, Ministry of Finance, Insurance Development & Regulatory Authority (IDRA), Bangladesh Bank, Bangladesh Insurance Association (BIA), Bangladesh Insurance Academy, Bangladesh Securities & Exchange Commission (BSEC), Dhaka Stock Exchange Limited, our co-insurers and re-insurers for the support to the company. I am grateful to all of my colleagues on the Board for their valuable advices from time to time. I would also like to thank the members of sta� for their loyalty and the devotion in maintaining the company’s high standard of business ethics.

Dated, Dhaka Syed Aziz Ahmad19 March 2020 Chairman

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10

REPORT OF THE BOARD OF DIRECTORS OFUNITED INSURANCE COMPANY LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2019

DEAR SHAREHOLDERS

On behalf of the Board of Directors of United Insurance Company Limited, I am pleased to welcome you at the 35th Annual General Meeting of the Company. It is a great pleasure and privilege for me as part of the Board to present the Annual Report of 2019 along with the Auditors’ Report and Audited Financial Statements of the Company for the year ended on 31 December 2019.

INSURANCE INDUSTRY

The gross premium income of non-life insurance sector of the country was Tk. 36,826.90 million in 2019 against Tk. 33,907.90 million in 2018, registering a growth about 8.61 percent over the previous year. But despite this growth, the country’s per capita insurance expense still remains at USD 2.60 which is the lowest as compared to other South Asian countries.

INSURANCE BUSINESS IN 2019

Your Company earned a gross premium income of Tk. 511.27 million as against Tk. 472.34 million in 2018, showing an increase of 8.24 percent.

CREDIT RATING

United Insurance Company Limited, as you know, is rated “AA+” by the Credit Rating Information and Services Limited (CRISL) and this continues to re�ect Company’s very high claim paying ability, prudent

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The Directors along with the Company Secretary at the 34th Annual General Meeting

11

�nancial management, good solvency, diversi�ed investment portfolio, sound liquidity and experienced top management. The rating helps the Company to negotiate better terms with the reinsurers abroad.

RISKS MANAGEMENT

Your Company is always aware of the risk factors inherent in this industry. To keep the risks at an acceptable level, your Company identi�es, monitors and reviews the risks inherent in the business from time to time, continues to update data base for information and takes corrective and or preventive measures to safeguard the stakeholders’ interest.

BUSINESS PERFORMANCE

Fire Insurance Business:

The Company wrote direct �re insurance business with a gross premium income of Tk. 182.06 million against Tk. 156.53 million in 2018, registering a growth about 16.31 percent. After ceding of the re-insurance premium, the net premium of the �re insurance business amounted to Tk. 65.45 million. The Company earned an underwriting pro�t of Tk. 10.24 million from its �re insurance business against Tk. 10.54 million in 2018.

Marine Insurance Business:

The gross premium income from underwriting of marine insurance increased to Tk. 195.50 million from Tk. 178.02 million in 2018, yielding a net premium of Tk. 131.23 million, after payment for re-insurance. The Company earned an underwriting pro�t of Tk. 34.26 million against Tk. 18.98 million in 2018.

e¨e¯’vcbv, m”QjZv, eûg~Lx wewb‡qvM, my`„p Zvij¨ Ges AwfÁ e¨e¯’vcbv‡K cÖwZdwjZ K‡i| we‡`kx cybtexgvKvix‡`i wbKU †_‡K AbyKzj kZ©ejx cÖvßxi †ÿ‡ÎI GB †µwWU †iwUs †Kv¤úvbx‡K mvnvh¨ Ki‡e|

SuywK e¨e¯’vcbv

exgv wk‡í we`¨gvb SzwK mg~n m¤ú‡K© Avcbvi †Kv¤úvbx m`v m‡PZb| SyuwKmgyn‡K MÖnY‡hvM¨ ch©v‡q ivL‡Z Avcbv‡`i †Kv¤úvbx cÖwZwbqZ e¨emv‡qi mv‡_ m¤ú„³ we`¨gvb SuywKmg~n wPwýZKiY, ch©‡eÿY I ch©v‡jvPbv, Z_¨-fvÛvi nvj-bvMv`KiY Ges MÖvnK, ïf¨vbyavqx I †kqvi‡nvìv‡`i ¯^v_© msiÿ‡Yi Rb¨ ms‡kvabg~jK ev mZK©Zvg~jK e¨e¯’v MÖnY K‡i _v‡K|

e¨emv Kg©ÿgZv

AwMœ exgv e¨emv:

†Kv¤úvbx cÖZ¨ÿ¨ AwMœ exgvi e¨emv †_‡K 2018 mv‡ji †gvU wcÖwgqvg 156.53 wgwjqb UvKv Gi wecix‡Z G eQi wcÖwgqvg Avq K‡i‡Q cÖvq 182.06 wgwjqb UvKv, hv MZ eQ‡ii Zzjbvq 16.31 kZvsk †ekx| cybtexgv wcÖwgqv‡gi h_vh_ ms¯’v‡bi ci AwMœ exgv e¨emv‡q bxU wcÖwgqvg n‡q‡Q 65.45 wgwjqb UvKv| †Kv¤úvbx

AwMœ exgv e¨emv †_‡K 2018 mv‡ji 10.54 wgwjqb UvKv AewjLb gybvdvi ¯’‡j GeQi gybvdv AR©b K‡i‡Q 10.24 wgwjqb UvKv|

†bŠ exgv e¨emv:

†bŠ exgv e¨emvq †_‡K †Kv¤úvbxi †gvU wcÖwgqvg Avq 2018 mv‡ji 178.02 wgwjqb UvKv †_‡K e„w× †c‡q G eQi n‡q‡Q 195.50 wgwjqb UvKv, h_vh_ cybtexgv wcÖwgqvg cÖ̀ vb-Gi ci bxU wcÖwgqvg Avq n‡q‡Q 131.23 wgwjqb UvKv| †Kv¤úvbx †bŠ exgv e¨emv †_‡K 2018 mv‡ji 18.98 wgwjqb UvKv AewjLb gybvdvi ’̄‡j GeQi gybvdv AR©b K‡i‡Q 34.26 wgwjqb UvKv|

600

500

400

300

200

100

-2015 2016 2017 2018 2019

383418

447 472511

Gross Premium (Taka in million)

The Shareholders at the 34th Annual General Meeting

12

2015 2016 2017 2018 2019

60

50

40

30

20

10

-

Net Claims (Taka in million)

17

32

4953 56

Motor and Miscellaneous Insurance Business:

In motor insurance segment, UICL’s gross premium income decreased from Tk. 49.49 million in 2018 to Tk. 44.28 million. Pro�t from this segment increased to Tk. 20.24 million against Tk. 16.50 million in 2018.

Premium income from miscellaneous underwriting was Tk. 89.42 million in 2019 against Tk. 88.23 million in 2018 and the underwriting pro�t earned Tk. 5.48 million.

Income from Investment:

Interest income received from deposits with banks and non-banking �nancial institutions rose to Tk. 38.60 million from Tk. 30.32 million in 2018, registering a growth of 27.31 percent over previous year.

The dividend income, excluding dividend received from United Finance Limited (UFL), was Tk. 0.64 million, lower than Tk. 0.70 million of 2018. In addition to dividend income from investment in shares, the Company’s pro�t through trading of shares was Tk. 2.11 million against Tk. 1.23 million in 2018.

From UFL, we received a cash dividend of Tk. 37.12 million in 2019 against the cash dividend of Tk. 36.78 million and 1,838,896 bonus shares in 2018.

PROFIT AND LOSS ACCOUNT

The salient features are given below:Amount in Taka

Particulars 2019 2018Gross Premium 511,268,516 472,339,222Net Premium 272,217,256 278,282,222Underwriting pro�t 70,217,214 43,316,605Interest income 38,600,489 30,317,534Dividend income 37,760,649 37,473,053Pro�t before tax 124,873,652 117,768,639Provision for tax 38,000,000 26,000,000Transfer to Reserve forexceptional losses 27,221,726 27,828,222

†gvUi I wewea exgv e¨emv:

†gvUi exgv e¨emv †_‡K 2018 mv‡ji 49.49 wgwjqb UvKvi ’̄‡j K‡g wM‡q GeQi †gvU wcÖwgqvg Avq n‡q‡Q 44.28 wgwjqb UvKv| wcÖwgqvg

Avq Kg nIqv m‡Z¡I GLvZ †_‡K 2018 mv‡ji AwR©Z gybvdv 16.50 wgwjqb UvKv †_‡K e„w× †c‡q G eQi AwR©Z n‡q‡Q 20.24 wgwjqb UvKv|

wewea AewjLb e¨emv †_‡K 2019 mv‡j wcÖwgqvg Avq n‡q‡Q 89.42 wgwjqb UvKv Gi wecix‡Z 2018 mv‡ji Avq wQj 88.23 wgwjqb UvKv I G eQi gybvdv AwR©Z n‡q‡Q 5.48 wgwjqb UvKv|

wewb‡qvM †_‡K Avq:

wewfbœ e¨vsK I Avw_©K cÖwZôv‡b Mw”QZ wewb‡qvM †_‡K 2018 mv‡ji cÖvß gybvdv 30.32 wgwjqb UvKv †_‡K e„w× †c‡q G eQi n‡q‡Q 38.60 wgwjqb UvKv, hv MZ eQ‡ii Zzjbvq 27.31 kZvsk †ekx|

BDbvB‡UW dvBb¨vÝ wjwg‡UW ‡_‡K cÖvß jf¨vsk e¨wZZ, 2018 mv‡ji jf¨vsk Avq 0.70 wgwjqb UvKv ‡_‡K K‡g GeQi n‡q‡Q 0.64 wgwjqb UvKv| ‡kqvi wewb‡qv‡Mi jf¨vsk Avq QvovI †kqvi µq-weµq Gi gva¨‡g 2018 mv‡ji 1.23 wgwjqb UvKvi wecix‡Z 2019 mv‡j †Kv¤úvbxi gybvdv n‡q‡Q 2.11 wgwjqb UvKv|

BDbvB‡UW dvBb¨vÝ wjwg‡UW †_‡K 2018 mv‡j bM` jf¨vsk wn‡m‡e 36.78 wgwjqb UvKv Ges 1,838,896 wU †evbvm †kqvi Gi wecix‡Z 2019 mv‡j bM` jf¨vsk wn‡m‡e †c‡qwQ 37.12 wgwjqb UvKv|

jvf-ÿwZ wnmve

140

120

100

80

60

40

20

-2015 2016 2017 2018 2019

Pro�t After Tax (Taka in million)

124 120

10191 87

The Company adopted ‘IFRS-9: Financial Instruments for recording and presentation of investment in shares’ at fair value as at 31 December 2019. The di�erence between market value of the securities and their cost

†Kv¤úvbxi †kqv‡i wewb‡qvM 2019 mv‡ji 31 wW‡m¤̂i ZvwiL mgvß eQ‡i Ô†dqvi f¨vjyÕ ev b¨vh¨ g~‡j¨ wnmvefz³KiY I cÖKv‡ki Rb¨ wnmve gvb ÔAvBGdAviGm-9: wdbvwÝqvj BÝUªy‡g›UmÕ Mªnb K‡i‡Q| †kqv‡i wewb‡qvM mg~‡ni evRvig~j¨ I µqg~‡j¨i g‡a¨ †h cv_©K¨ Zv

13

has been re�ected in the pro�t and loss account of the Company, except the fair value gain or loss on shares of United Finance Limited (UFL).

The fair value gain or loss on UFL’s shares has been presented separately in the pro�t and loss appropriation account of the �nancial statements of 2019.

COMPANY’S VEHICLES: USAGE & MAINTENACE

In compliance with the directive no:09/2012 of Circular No:Bi:U:Ni:Ka/GAD/1003/2011-1211 dated 24 July 2012 by the Insurance Development and Regulatory Authority (IDRA), we con�rm that the Company’s total expenses relating to usage and maintenance of its o�ce pool vehicles in 2019 was Tk. 0.52 million. The total number of o�ce pool vehicles was 4 for which total cost was Tk. 8.80 million and the written down value as at 31 December 2019 was Tk. 1.97 million.

DIVIDEND

The Board also recommended cash dividend of TK. 1.10 per ordinary share (face value of Tk. 10 each) amounting to Tk. 48.95 million for 44.50 million ordinary shares held on record date for the year ended on 31 December 2019.

†Kv¤úvbxi jvf-†jvKmvb wnmv‡e cÖ̀ wk©Z n‡q‡Q, wKš‘ BDGdGj-Gi †kqvi †_‡K AwR©Z AbM`vqbK…Z g~jabx gybvdv ev ÿwZ GZ`ms‡M AšÍfy©³ Kiv nqwb|

BDGdGj-Gi †kqvi †_‡K AwR©Z AbM`vqbK…Z g~jabx gybvdv ev ÿwZ Avjv`vfv‡e 2019 mv‡ji jvf †jvKmvb Ave›Ub weeibx‡Z Dc¯’vcb Kiv n‡q‡Q|

†Kv¤úvbxi †gvUihvb: e¨envi I cwiPvjb e¨q

exgv Dbœqb I wbqš¿Y KZ©„cÿ (extDtwbtK) KZ©„K wejvkeûj hvbevn‡b D”P e¨q cwinvi cÖm‡½ RvwiK…Z mvKy©jvi bs extDtwbtK/ wRGwW/1003/2011-1211 ZvwiLt 24 RyjvB 2012-Gi wb‡ ©̀kbv b¤̂i 5 Gi cwicvjb Abymv‡i D‡jøL Kiv hv‡”Q †h 2019 mv‡j †Kv¤úvbxi †gvUihvb mg~‡ni e¨envi I cwiPvjb e¨q n‡q‡Q 0.52 wgwjqb UvKv| †Kv¤úvbxi †gvU hvbevnb msL¨v wQj 04wU †h¸‡jvi µqg~j¨ wQj †gvU 8.80 wgwjqb UvKv Ges 31 wW‡m¤̂i 2019 wnmve mgvß eQ‡i †h¸‡jvi AewPwZ g~j¨ wQj 1.97 wgwjqb UvKv|

jf¨vsk

cwiPvjbv cl©` 31 wW‡m¤^i 2019 mgvß eQ‡ii Rb¨ wba©vwiZ †iKW© ZvwiL †gvZv‡eK cÖwZwU mvaviY †kqv‡ii (10 UvKv AwfwnZ g~j¨) wecix‡Z 1.10 UvKv nv‡i bM` jfvsk wn‡m‡e 44.50 wgwjqb †kqv‡ii wecix‡Z 48.95 wgwjqb UvKv cÖ`v‡bi mycvwik K‡i‡Qb|

Participants at the 27th Branch Managers’ Conference at Camellia House

2015 2016 2017 2018 2019

80

70

60

50

40

30

20

10

-

Underwriting Pro�t (Taka in million)

4248 45 43

70

14

DIRECTORS

Sponsor Directors:

In accordance with the provision of articles 153, 154 and 155 of the Articles of Association of the Company, Mr. M. Saiful Islam nominated by M/s. National Brokers Limited retires and being eligible o�ers himself for re-election.

Director from Public Subscribers:

In accordance with the provisions of articles 153, 154 and 155 of the Articles of Association of the Company, Prof. Dr. Wahiuddin Mahmood, nominated by M/s. Camellia Duncan Foundation, Director from amongst the public subscribers also retires and being eligible o�ers himself for re-election as nominee of M/s. Camellia Duncan Foundation.

The relevant notice dated 27 February 2020 regarding the election of Director from public subscribers was published in two national dailies where the last date of submission of nomination was March 10, 2020. The Election of Director from public subscribers will be held at the AGM.

cwiPvjKgÛjx

D‡`¨v³v cwiPvjK:

†Kv¤úvbxi msN wewa Gi 153, 154 I 155 Abyhvqx D‡`¨v³v cwiPvjK †gmvm© b¨vkbvj †eªvKvm© wjt Gi cÖwZwbwa, Rbve Gg. mvBdzj Bmjvg Aemi MÖnY K‡i‡Qb Ges †hvM¨ weavq wZwb cybtwbe©vP‡bi AvMÖn e¨³ K‡i‡Qb|

mvaviY †kqvi‡nvìvi‡`i cwiPvjK:

†Kv¤úvbxi msN wewa Gi 153, 154 I 155 Abyhvqx mvaviY †kqvi‡nvìvi†`i ga¨ †_‡K wbe©vwPZ cwiPvjK ‡gmvm© K¨v‡gwjqv WvbKvb dvD‡Ûkb Gi cÖwZwbwa cÖ‡dmi Wvt IqvwnDwÏb gvn&gy` Aemi MÖnY K‡i‡Qb Ges †hvM¨ weavq wZwb cybtwbe©vP‡bi Rb¨ ‡gmvm© K¨v‡gwjqv WvbKvb dvD‡Ûkb Gi g‡bvbxZ cÖwZwbwa wn‡m‡e AvMÖn e¨³ K‡i‡Qb|

mvaviY †kqvi‡nvìvi†`i ga¨ †_‡K cwiPvjK wbe©vPb msµvšÍ Z_¨m¤^wjZ weÁwßwU 27 †deªæqvix 2020 Zvwi‡Li `ywU RvZxq ˆ`wbK cwÎKvq cÖKvwkZ nq, †hLv‡b wbe©vP‡bi Rb¨ g‡bvbqbcÎ Rgv`v‡bi me©‡kl ZvwiL wQj 10 gvP© 2020| mvaviY †kqvi‡nvìvi†`i ga¨ †_‡K cwiPvjK wbe©vPb †Kv¤úvbxi evwl©K mvaviY mfvq AbywôZ n‡e|

Celebrating Mujib Borso

15

AUDITORS

Pursuant to Section 210 of the Companies Act 1994 and Dhaka Stock exchange (Listing) Regulations 2015, the Company’s Statutory Auditors M/s. A. Qasem & Co., Chartered Accountants, retire after completion of 3 years service to the Company. Pursuant to the said section of the Companies Act 1994 and regulation no.- 15(2) of Dhaka Stock Exchange (Listing) Regulations 2015, new statutory auditors are therefore required to be appointed by the shareholders for the year 2020 at the 35th Annual General Meeting. We take this opportunity to express our thanks and appreciation to the outgoing auditors for the support we received from them in the last three years.

MANAGEMENT

On completion of 3 years’ tenure of Mr. Khawja Manzer Nadeem as Chief Executive O�cer (CEO) of the Company, the Board of Directors re-appointed him as CEO for another three years with e�ect from 01 March 2020 subject to approval of the Insurance Development & Regulatory Authority (IDRA).

CORPORATE AND FINANCIAL REPORTING

The Company has complied with all the requirements of Corporate Governance Codes, published on 03 June 2018, as required by the Bangladesh Securities and Exchange Commission (BSEC).

Accordingly, the Directors are pleased to con�rm the following:

(a) The �nancial statements together with notes thereon have been prepared in conformity with the Companies Act, 1994, Insurance Act, 2010 and in some applicable cases Insurance Act, 1938 and Securities & Exchange Commission Rules, 1987. These statements present fairly its state of a�airs, the result of its operations, cash �ows and changes in equity.

(b) Proper books of account of the Company have been maintained.

(c) Appropriate accounting policies have been consistently applied in preparation of the �nancial statements and the accounting estimates are based on reasonable and prudent judgment.

wbix¶Ke„›`

†Kv¤úvbx AvBb, 1994 Gi aviv-201 I XvKv ÷K G·‡PÄ (wjw÷s) wewagvjv-2015 Abyhvqx †Kv¤úvbx wewae× wbixÿKe„›` †gmvm© G. Kv‡mg GÛ †Kvs, PvUvW© GKvD›U¨v›Um

Zv‡`i wbixÿv Kvh©µg GKvav‡i 3 eQi c~Y© nIqvq Aemi MÖnY K‡i‡Qb| Dc‡iv³ aviv I XvKv ÷K G·‡PÄ (wjw÷s) wewagvjv-2015 Gi 15(2) aviv Abyhvqx 2020 mv‡ji Rb¨ †kqvi‡nvìvie„›` 35Zg mvaviY mfvq †Kv¤úvbxi bZzb wewae× wbixÿK wb‡qvM Ki‡eb| Avgiv weMZ 3 eQ‡i we`vqx wbixÿK‡`i

wbKU †_‡K mvwe©K mn‡hvMxZv cvIqvi Rb¨ Zv‡`i‡K ab¨ev` I K…ZÁZv Rvbvw”Q|

e¨e¯’vcbv

Rbve LvRv gvbhvi bvw`g-Gi AÎ †Kv¤úvbxi g~L¨ wbe©vnx Kg©KZ©v wn‡m‡e 3 eQi †gqv` DËxY© nevi †cÖwÿ‡Z, cwiPvjbv cl©` Zv‡K 01 gvP© 2020 mvj †_‡K AÎ †Kv¤úvbxi g~L¨ wbe©vnx Kg©KZ©v wn‡m‡e exgv Dbœqb I wbqš¿Y KZ…©cÿ-Gi Aby‡gv`b mv‡c‡ÿ cieZ©x 3 eQ‡ii Rb¨ cybivq wb‡qvM cª`vb K‡ib|

K‡cv©‡iU Ges Avw_©K cÖwZ‡e`b

†Kv¤cvbx evsjv‡`k wmwKDwiwUR GÛ G·‡PÄ Kwgkb (weGmBwm) KZ©„K cÖYxZ K‡c©v‡iU Mfv‡b©Ý Gi Avewk¨K My‡jv h_vh_ fv‡e cvjb K‡i‡Q|

Z`vbyiƒc cwiPvjKgÛjx wbg¥wjwLZ welqMy‡jv wbwðZ K‡ibt

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L) †Kv¤cvbxi wnmve ewnmg~n mwVKfv‡e msiwÿZ n‡q‡Q|

M) Avw_©K weeiYxmg~n ˆZix‡Z mwVK wnmve bxwZgvjvmg~n h_vh_fv‡e cÖ‡qvM Kiv n‡q‡Q| Z‡e †hLv‡b Gi e¨Z¨q N‡U‡Q Zv cÖKvk Kiv n‡q‡Q| wnmve Abygvbmgyn hyw³ m½Zfv‡e I wePÿYZvi mv‡_ Kiv n‡q‡Q|

710

783

839

936

980

2015 2016 2017 2018 2019

Total Reserves (Taka in million)

16

(d) International Accounting Standards or International Financial Reporting Standards, as applicable in Bangladesh, have been followed in preparation of the �nancial statements.

(e) The system of internal control is sound in design and has been e�ectively implemented and monitored.

(f) There are no signi�cant doubts about the Company's ability to continue as a going concern.

(g) Minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly;

(h) No bonus share or stock dividend has been declared as interim dividend;

(i) There are no extraordinary activity in the reported period;

(j) There are no signi�cant deviations from the operating result of the last year.

BOARD MEETING ATTENDANCE

During the year, �ve Board Meetings were held. The attendance of the Directors are shown in Annexure-1.

PATTERN OF SHAREHOLDING

Pattern of shareholding as per clause 1.5(xxiii) of the BSEC Noti�cation No: the BSEC Noti�cation No: BSEC/CMRRCD/ 2006-158/207/ Admin/80 dated 03 June 2018 are shown in Annexure-2.

KEY OPERATING AND FINANCIAL DATA

The Company’s summarised key operating and �nancial data for the last �ve years are shown in Annexure-3.

RELATED PARTY TRANSACTIONS

Related Party Transactions, as per clause 1.5(vi) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/ Admin/80 dated 03 June 2018, are shown in Page # 67-68.

N) evsjv‡`‡k cÖ‡hvR¨ AvšÍ©©RvwZK wnmvegvb Abyhvqx Avw_©K weeiYxmg~n cÖ¯‘Z Kiv n‡q‡Q|

O) Af¨šÍixb wbqš¿Y e¨e¯’v my`„pfv‡e cÖYxZ Ges hvi cÖ‡qvM Ges ch©‡eÿY AZxe Kvh©Ki|

P) Pjgvb cÖwZôvb wnmv‡e †Kv¤cvbxi mÿgZvq we›`ygvÎ †Kvb m‡›`n ‡bB|

Q) wbqš¿bKvix ‡kqvi‡nvìviMb KZ…©K cÖZ¨ÿ ev c‡ivÿ fv‡e M„nxZ wewb‡qvM ¯^v_© cwicw¯’ wm×všÍ †_‡K ÿz`ª wewb‡qvMKvixMb myiwÿZ|

R) AšÍe©ZxKvjxb jf¨vsk wn‡m‡e †Kvb cÖKvi ‡evbm †kqvi ev ÷K wWwW‡W›U cÖ`vb Kiv nqwb|

S) cÖwZ‡e`bKvjxb mg‡q †Kvb A¯^vfvweK Kvh©µg msMwVZ nqwb|

T) weMZ eQ‡ii Kvh©µ‡gi Zzjbvq †Zgb ¸iZ¡c~Y© †Kvb weP¨ywZ †bB|

cl©` mfvq Dcw¯’wZ

Av‡jvP¨ eQ‡i ‡Kv¤úvbxi 5 wU cl©` mfv AbywôZ nq| D³ mfv mg~‡n cwiPvjK‡`i Dcw¯’wZ Annexure-1 G ‡`Lv‡bv nÕj|

†kqvi‡nvwìs aiY

weGmBwm †bvwUwd‡Kkb bs weGmBwm/wmGgAviAviwmwW/ 2006-158/207/GWwgb/80

ZvwiLt 03 Ryb 2018-Gi K¬R 1.5 (xxiii) Abyhvqx †kqvi‡nvwìs aiY Annexure-2 ‡`Lv‡bv nÕj|

D‡jøL‡hvM¨ Avw_©K Z_¨

†Kv¤úvbxi weMZ cuvP eQ‡ii mswÿß I D‡jøL‡hvM¨ Avw_©K Z_¨mg~n Annexure-3 †`Lv‡bv nÕj |

m¤úwK©Z cÿmg~‡ni †jb‡`b

weGmBwm †bvwUwd‡Kkb bs weGmBwm/wmGgAviAviwmwW/ 2006-158/207/GWwgb/80 ZvwiLt 03 Ryb 2018-Gi K¬R 1.5 (vi) Abyhvqx c„ôv b¤^i 67-68 †Z †`Lv‡bv nÕj|

1,8001,6001,4001,2001,000

800600400200

-2015 2016 2017 2018 2019

Total Assets (Taka in million)

1,2971,399

1,4961,652

1,770

17

A social gathering on the occasion of the 27th Branch Managers’ Conference at Camellia House

BRIEF RESUME OF THE DIRECTORS

Brief resume of the Directors, as per clause 1.5(xxiv) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/ Admin/80 dated 03 June 2018, are shown in Annexure-4.

BRIEF MANAGEMENT’S DICUSSION AND ANALYSIS SIGNED BY THE CHIEF EXECUTIVE OFFICER

The brief management’s discussion and detailed analysis of the Company’s position and operations along with discussion of changes in the �nancial statements signed by the Chief Executive O�cer is placed in Annexure-5.

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER TO THE BOARD OF DIRECTORS

The Chief Executive O�cer and Chief Financial O�cer have performed their duties as per the Rules, responsibilities and duties as prescribed by the board. The report is placed in Annexure-6.

REPORT ON THE ACTIVITIES OF THE AUDIT COMMITTEE

Pursuant to the clause 5(7) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, the activities of the Audit Committee have been shown in Annexure-7.

cwiPvjK‡`i mswÿß Rxebx

weGmBwm †bvwUwd‡Kkb bs weGmBwm/wmGgAviAviwmwW/ 2006-158/207/GWwgb/80 ZvwiLt 03 Ryb 2018-Gi K¬R 1.5 (xxiv) Abyhvqx Annexure-4 †`Lv‡bv nÕj|

gyL¨ wbe©vnx Kg©KZ©v KZ©„K ¯^vÿwiZ e¨e¯’vcbv msµvšÍ cÖwZ‡e`b

gyL¨ wbe©vnx Kg©KZ©v KZ©„K ¯^vÿwiZ e¨e¯’vcbv msµvšÍ cÖwZ‡e`b hv Annexure-5 G Dc¯’vcb Kiv n‡q‡Q|

gyL¨ wbe©vnx Kg©KZ©v I cÖavb wnmveiÿY Kg©KZ©vi cÖwZ‡e`b

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18

The Chairman of IDRA (second from right) visited UICL’s pavilion in Bima Mela-2019 in Khunla. O�cials of IDRA and UICL were also present.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Board of Directors constituted a �ve-member (including a non-voting member) Nomination and Remuneration Committee (NRC) as a sub-committee of the Board of the Company to comply with the BSEC noti�cation dated 03 June 2018. The Committee shall assist the Board in formulation of the nomination criteria or policy for determining quali�cations, positive attributes, experiences and independence of Directors and top level executives.

Pursuant to the clause 6(2) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, the activities of the Nomination and Remuneration Committee have been shown in Annexure-8.

CORPORATE GOVERNANCE AND COMPLIANCE REPORT OF CORPORATE GOVERNANCE

The Board of Directors of United Insurance Company Limited is committed, as before, to adopting the highest governance standards and improving those standards as required to protect the interest of stakeholders and policy holders of the Company. The Board continues to provide direction to the management, approve strategic decision and policies to attain predetermined goals and objectives of the Company.

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19

Certi�cate from auditors on compliance with the conditions as per clause 7(1) of the BSEC Noti�cation No: SEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 are shown in Annexure-9.

Pursuant to the clause 9(3) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, we attach the Company’s Corporate Governance compliance status as Annexure-10.

ACKNOWLEDGEMENT

We gratefully acknowledge valuable help and advices from the esteemed shareholders at the Annual General Meeting, well-wishers, the Insurance Development & Regulatory Authority (IDRA), Bangladesh Insurance Association, Bangladesh Insurance Academy, our Co-insurers and Re-insurers, Registrar of Joint Stock Companies, Ministry of Finance, Commercial Banks and Financial Institutions, Bangladesh Bank and Bangladesh Securities & Exchange Commission and Dhaka Stock Exchange Limited.

We also like to thank the members of our sta� for their devotion, drive and skill in maintaining the Company’s high standard of business ethics.

For the Board of Directors

Dated, Dhaka Syed Aziz Ahmad19 March 2020 Chairman

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20

BOARD MEETING ATTENDANCE

Name of Directors AttendanceMr. Syed Aziz Ahmad 5Mr. M. Ha�zullah 2Mr. M. M. Alam 2Mr. M. Saiful Islam 5Mr. Anwarul Azim 4Mr. M. Shah Alam 5Prof. Dr. Wahiuddin Mahmood 4Mr.Ra� Omar 4Mrs. Shama Rukh Alam 2Mr. Daud Khan Panni 3

The Directors who could not attend the meetings were granted leave u/s 108(f) of the Companies Act, 1994.

Pattern of ShareholdingsShareholdings of Parent/Subsidiary/Associate companies and other related parties

Name of Shareholders Number of Shares Ratio of Holdings (31 December 2019) (31 December 2019)Camellia Duncan Foundation 4,450,000 10.00 %Macalms Bangladesh Trust 4,449,931 10.00 %United Finance Limited 4,450,000 10.00 %Amo Tea Company Limited 3,380,220 7.60 %National Brokers Limited 2,966,625 6.67 %The Allynugger Tea Company Limited 2,595,764 5.83 %The Chandpore Tea Co. Limited 2,521,571 5.67 %The Mazdehee Tea Company Limited 2,325,056 5.22 %The Lungla (Sylhet) Tea Company Limited 2,224,931 5.00 %Duncan Brothers (Bangladesh) Limited 815,790 1.83 %Duncan Products Limited 482,756 1.08 %Octavius Steel & Company of BD Limited 444,931 1.00 %

Annexure-1

Annexure-2

Shareholding of the Directors, CEO, Company Secretary, CFO, Head of Internal Audit and their spouses and minor children

Name of Shareholders Number of Shares Ratio of Holdings (31 December 2019) (31 December 2019)Syed Aziz Ahmad, Director 1 -Prof. Dr. Wahiuddin Mahmood, Director 6,137 0.01 %Khawja Manzer Nadeem, Managing Director & CEO - -Ms. Yesmin Hosna, FCA (Chief Financial O�cer) - -Md. Imran Hasan, ACS (Company Secretary) - -Md. Linkon Akter, Head of Internal Audit - -

Shareholding of Executives: Nil10% or more voting interest in the Company as on 31 December 2019:

Name of Shareholders Number of Shares Ratio of HoldingsCamellia Duncan Foundation 4,450,000 10.00 %United Finance Limited 4,450,000 10.00 %Macalms Bangladesh Trust 4,449,931 10.00 %

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Annexure-3

KEY OPERATING AND FINANCIAL DATA

Particulars Year 2019 2018 2017 2016 2015Gross premium 511.27 472.34 447.02 418.72 383.37Net premium 272.22 278.28 267.64 250.50 217.10Net claims 55.81 53.17 48.66 31.59 16.55Investment & other income 78.56 88.03 91.50 104.87 120.18Underwriting pro�t 70.22 43.32 44.54 47.60 42.04Net pro�t before tax 124.87 117.77 127.40 146.49 154.31Net pro�t after tax 86.87 91.77 101.20 120.49 124.31Paid-up capital 445.00 420.00 420.00 420.00 400.00Total reserves 973.35 964.00 838.77 782.85 709.82Cash & bank balances 569.54 481.94 436.77 481.91 491.80Net operating cash �ow 103.03 17.58 44.93 (35.48) (10.30)Total assets 1,769.58 1,652.48 1,496.15 1,398.85 1,297.23Total liabilities 351.23 268.48 237.38 196.00 187.41Shareholders' equity 1,418.35 1,384.00 1,258.77 1,202.85 1,109.82No. of shares (in million) 44.50 42.00 42.00 42.00 40.00Solvency Margin Available 1,147.94 1,074.51 957.79 907.82 879.37Solvency Margin Required 66.28 65.20 60.20 56.30 50.04

Data Per Share 2019 2018 2017 2016 2015Earnings per Share (EPS)=Net pro�t after tax/No. of shares (restated) 1.95 2.06 2.27 2.71 2.79

Net asset value (Book value) per Share= Equity/no. of share 31.87 31.10 28.29 27.03 24.93

Net operating cash �ow per Share 2.32 0.40 1.10 (0.79) (0.23)Market value on 31 December 58.50 25.10 29.80 26.00 25.00Market value on 31 December (restated) 58.50 23.69 28.12 24.54 22.47Price Earnings Ratio = Market value/ EPS 30.00 11.51 12.39 9.06 8.05Stock dividend (Historical) - 5.95% - - 5.00%Stock dividend (restated) - 5.62% - - 4.49%Cash dividend (Historical) 11.00% 7.05% 11.00% 11.00% 6.00%Cash dividend (restated) - 6.65% 10.38% 10.38% 5.39%

NB: Figures of previous years have been restated wherever necessary on the basis of outstanding shares at the end of the year 2019.

(Figures in million Taka)

22

Mr. Syed Aziz AhmadA Bachelor of Science from F.C. College, Lahore, Mr. Syed Aziz Ahmad has a vast experience in management and administration of tea estates. A former Director of United Finance Limited, he was the Managing Director of United Insurance Company Limited from 2001 to 2005 and also worked later as Director Corporate A�airs of the Company. He is also a Director of Duncan Brothers (Bangladesh) Ltd, Octavius Steel & Co. of Bangladesh Ltd, Eastland Camellia Ltd and Duncan Products Limited. Mr. Ahmad was elected Chairman of the Company following the death of the founder Chairman late M. Moyeedul Islam.

Annexure-4

Mr. Daud Khan PanniMr. Daud Khan Panni graduated from the University of Dhaka in 1968. He has over 30 years’ experience in the �eld of management and in the operation of aviation. He was actively involved in sports since his youth and represented, the then East Pakistan, in �rst class cricket and shooting. He represents the Maclams Bangladesh Trust on the Board of Directors of United Insurance Company Limited.

Mr. Anwarul Azim A graduate with honours in Economics from University of Dhaka and then an M. A. in Economics from the University of Karachi, Mr. Azim joined Duncan Brothers (Bangladesh) Limited in 1969 and worked in their tea estates in Sylhet till 1982. He resigned and worked for a Canadian consulting �rm for three years from 1982 to 1985 and then rejoined Duncan Brothers in 1985 in their Dhaka o�ce as their Manager of Estate’s production. He moved on secondment to United Finance Limited as its General Manager in 1989 and became its Deputy Managing Director in 2006, a position he held till end of December 2017. He was a director on the board of Duncan

Brothers (Bangladesh) Ltd from 1996 to 2006 and United Finance Limited from 2006 to 2012. Having been with United Finance Limited for over 28 years, he developed a wide network of contacts with entrepreneurs, both large and medium, in di�erent sectors of industries of the country. He is the Independent Director of UICL Audit Committee.

Mr. M. Saiful IslamA graduate from Chittagong University with distinctions, Mr. M. Saiful Islam, was associated with Brooke Bond Commodities Ltd., London for nearly twenty years. He was in Unilever as the Head of Tea and Exports. He joined the Board of Directors of National Brokers Ltd. in 1991. He has been the Managing Director of National Brokers Ltd, a leading Chittagong-based tea broking company since 2010. He was the Chairman of Tea Traders Association, a Member of Bangladesh Tea Board, President and Assistant Governor of Rotary Club and Chairman of Old Faujians Association. He represents National Brokers Limited in the Board and also a Member of the Audit Committee.

Ms. Shama Rukh AlamMs. Shama Rukh Alam is a Chartered Accountant and fellow member of the Institute of Chartered Accountants of Bangladesh (ICAB). In 2006, she joined Duncan Brothers group as a Group Finance Director. Before joining Duncan group, she worked in pharmaceutical sector and a multinational tobacco company in senior position. In her early professional life, she worked in Canada. She represents the Allynugger Tea Company Limited on the Board of Directors of United Insurance Company Limited.

BRIEF RESUME OF THE DIRECTORS

23

Mr. M. Shah AlamMr. M Shah Alam started his career in 1973 in the tea industry with Duncan Brothers (Bangladesh) Limited having completed Honours in Political Science and Masters in Public Administration from the University of Dhaka and a degree in Management from the Cran�eld University, United Kingdom (UK). He is a Director of Duncan Brothers (Bangladesh) Limited and the Chairman of Bangladesh Tea Association. He is a Member of the Board of Bangladesh Tea Board and Bangladesh Rubber Board. Mr. Alam is also member of various committees like, Bangladesh Sramik Kallyan Foundation and Tripartite Consultation Committee under Ministry of Labour, Govt. of Peoples Republic of Bangladesh. He is also a Trustee in the Board of Plantation Employees’ Provident Fund and a member of the General Body of Federation of

Bangladesh Chamber of Commerce and Industry. Mr. Alam, a pronounced Rotarian is a keen golfer and widely travelled person. He represents the Amo Tea Company Limited on the Board of Directors of United Insurance Company Limited.

Mr. Ra� OmarA graduate in Science majoring in Physics from Notre Dame College under University of Dhaka in 1969, Mr. Ra� Omar was the Managing Director of Kuehne+Nagel Ltd, Dhaka, Bangladesh. He was the Executive Director of Karnaphuli Limited and thereafter the Managing Director of Arkay Shipping Co. Ltd and Interocean Agencies Limited. Mr. Omar worked in Birds (Bangladesh) Ltd., Dhaka, Bangladesh and was also the Chief Operating O�cer of Omnitrans International Limited. He served in Detjen Schi�asagentaur, Humburg, West Germany and in Mackinnon Mckenzie & Co. Pakistan Ltd, Karachi. Mr. Omar has been a Member of the Executive Committee of the FICCI and the President of the International Freight Forwarders Association (IFFAB) now renamed as Bangladesh Freight Forwarders

Association (BAFFA). He was the resource person for training for Multimodal Transport under UNESCAP. He is the Independent Director of UICL Audit Committee.

Mr. Khawja Manzer NadeemMr. Khawja Manzer Nadeem joined as Chief Executive O�cer (CEO) of United Insurance Company Limited (UICL) on 01 March 2017 after necessary approval from the Insurance Development & Regulatory Authority (IDRA). Before joining UICL, Mr. Nadeem was CEO of Paramount Insurance Company Limited and Continental Insurance Company Limited. He completed his graduation and post-graduation under the department of Management from the University of Dhaka. Mr. Nadeem is a prominent sportsman and played Hockey in Bangladesh National Team. He was honoured with "Dhaka University Blue" in Hockey. He is in the insurance industry for the last 30 years having practical experience in Underwriting, Re-insurance, Accounts, Marketing and claims of various exposure and complexity. Mr. Nadeem has

attended di�erent training courses, seminars and symposiums in insurance and re-insurance both at home and abroad. During his long association with the industry, he has developed strong bondage with the overseas re-insurers and brokers and also has wide network of contacts with the local entrepreneurs in di�erent sectors of industries of the country.

Prof. Dr. Wahiuddin MahmoodProf. Wahiuddin Mahmood graduated from Chittagong Medical College under the University of Chittagong in 1983. He did his Diploma from University of Dhaka in 1990 and obtained his fellowship FCPS (Anesthesiology) from the Bangladesh College of Physicians and Surgeons (BCPS) in 1991. He worked as Assistant Professor and Associate professor of Anesthesiology at Dhaka Medical College till 2004.

In 2004 he joined Shaheed Suhrawardy Hospital as professor of Anesthesiology. He obtained advanced training on Alternative Fluid Therapy (Korea) and attended international conferences periodically across the world. He also attended a training course organised by Sriraj Hospital, Mahidol University, Bangkok on

the latest advancement on Critical Care Management in 2006. Prof. Mahmood is a Member of Board of Trustees Bangladesh University, Dhaka, and Executive Council Member of National Heart Foundation Hospital & Research, Institute. Dr. Mahmood is a Life Member of Bangladesh Medical Association and Life Member of Bangladesh Society of Anesthesiology and Bangladesh College of Physicians & Surgeons. He retired from government service and is now the Consultant, Department of Anesthesiology and Associate Director of Medical Services of Square Hospital Limited, Dhaka. He represents Camellia Duncan Foundation on the Board of Directors of United Insurance Company Limited.

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Annexure-5

BRIEF MANAGEMENT’S DISCUSSION AND ANALYSIS

As per condition no. 1 (5) (xxv) of the Corporate Governance Codes 2018 issued by Bangladesh Securities and Exchange Commission, the Management’s Discussion & Analysis are as follows:

Accounting policies and estimation for preparation of �nancial statements

The Company follows International Financial Reporting Standards (IFRSs) and International Accounting Standards (IASs), as applicable in Bangladesh, along with local regulations applicable for preparation of �nancial statements. Description of accounting policies and estimation used for preparation of the �nancial statements of the Company are disclosed in the notes 1 and 2 of the �nancial statements.

Change in accounting policies and estimations

The Company has been following consistent accounting policies and estimations based on principles distinct in the IFRSs or IASs. Changes in accounting policy are incorporated with the amendments, if any, in the IFRS or IAS to keep the policies in line with the principles stated to comply with the requirement of the statute.

Comparative analysis of �nancial performance and �nancial position as well as cash �ows for current �nancial year with immediate preceding �ve years

Major areas of �nancial performances and �nancial position as well as cash �ows of current year with immediate preceding �ve years are as follows:

2019 2018 2017 2016 2015 2014Particulars Amount Growth Amount Growth Amount Growth Amount Growth Amount Growth Amount Growth (Tk.) (%) (Tk.) (%) (Tk.) (%) (Tk.) (%) (Tk.) (%) (Tk.) (%)Revenue 70.22 62.10 43.32 (2.74) 44.54 (6.43) 47.60 13.23 42.04 3.26 40.71 17Net pro�t after tax 86.87 (5.34) 91.77 (9.32) 101.20 (16.01) 120.49 (3.07) 124.31 6.58 116.64 5Net assets value

31.87 2.48 31.10 9.93 28.29 4.67 27.03 8.42 24.93 7.69 23.15 8.18per share (NAVPS)Earnings per share (EPS) 1.95 (5.34) 2.06 (9.25) 2.27 (16.24) 2.71 (2.87) 2.79 6.49 2.62 5.20Net Operating cash �ows

2.32 580 0.40 (63.64) 1.10 239.24 (0.79) (243.48) (0.23) 64.06 (0.64) (1500)per share (NOCPS)

NB: NAVPS, EPS and NOCPS have been restated from 2014 to 2018.

Figures in million except ratios and percentage

Comparison of �nancial performances and �nancial position as well as cash �ows with peer industry scenario

Major areas of �nancial performance and �nancial position as well as cash �ows with peer industry scenario for the year 2018 are as follows-

Economic and Financial scenario

GLOBAL

Global economy is projected to grow at 3.30 percent in 2020 marginally higher than 2019. But owing to outbreak of coronavirus globally, coupled with a sharp decline in oil prices, the growth can be muted in the �rst half of the year. However, once the outbreak of the virus is controlled, the growth is expected to be back in line with the projection.

South Asian economy is set to grow at 4.80 percent in 2020. It might also slowdown in the �rst half of year because of coronavirus outbreak.

BANGLADESH

Economic Overview

Bangladesh economy registered a GDP growth rate of 8.13 percent in FY19 up from7.86 percent in the preceding year. The projected growth in 2020 is expected to be around the same level or may be slightly higher resulting from buoyant exports, higher remittances and increasing private consumption. The in�ation has been contained at 5.50 percent, thanks to a good crop harvest, lower global food prices and accommodative monetary and �scal policies.

Financial Overview

The �nancial sector of the country faced tightening of liquidity in FY19; triggered by a decrease in the minimum Loan to Deposit Ratio by Bangladesh Bank intended to curb the excessive sub-prime lending by banks and �nancial institutions in 2018 which had continued into 2019. However, the monetary policy continued to remain expansionary to accommodate growth demand by keeping in�ation in check.

Figures in million Taka

United Reliance Green Delta Pioneer EastlandParticulars Insurance Insurance Insurance Insurance Insurance Co. Ltd Ltd Co. Ltd Co. Ltd Co. LtdGross Premium 472.34 2,689.26 3,678.63 3,011.61 1,114.62Net Premium 278.28 1,312.49 1,660.53 1,635.97 505.64Underwriting Pro�t 43.32 416.01 403.07 284.49 122.85Investment & Others Income 88.03 349.78 238.99 86.53 59.22Net Pro�t before tax 117.77 694.43 318.90 332.62 113.39Net Pro�t after tax 91.77 498.13 249.42 267.39 109.00Paid-up capital 420.00 956.01 806.91 699.81 738.66Shareholder’s equity 1,384.00 5,814.10 6,282.77 3,154.47 1,638.11Total assets 1,652.48 8,804.50 10,165.42 4,495.98 2,421.60NAVPS (Taka per share) 31.10 60.82 77.86 45.08 22.18Earnings per Share (Taka per share) 2.06 5.21 3.09 3.82 1.48NOCPS (Taka per share) 0.40 3.52 0.74 4.78 0.93

Source: Published Annual Report of 2018

25

Risk and Concerns

The Company has exposure to the Underwriting Risk, Market Risk, Operational risk and Liquidity Risk inherent in the industry. The main risk relating to the �nancial statements facing the Company and its management are as follows:

Operational risk:

Operational risk arises from inadequate process, misuse of process from human or system error or from external factors.

The Management Committee is responsible for identifying operational risks and takes steps to mitigate those risks. The Committee evaluates operational processes in terms of e�ciency and adequacy of the process to ensure adequate control. To prevent misuse, “maker and checker” concept is implemented in every step of operational process. Also appropriate training are arranged regularly to reduce human error.

Liquidity risk:

Liquidity risk is the risk that the Company is unable to meet its obligations as they fall due. The Company, ensures regarding liquidity risk that it can at all times meet its obligations as they fall due, focuses on overall balance sheet structure and the control, within prudent limits, of risk arising from exposure to the mismatch of maturities across the balance sheet and from undrawn commitments and other contingent obligations. A contingency plan is in place for managing extreme situation.

Underwriting risk:

Underwriting refers to the process to assess the eligibility of a customer to receive their products risk. It involves measuring risk exposure and determining the premium that needs to be charged to insure that risk.

The Company, in case of underwriting, evaluates the risk and exposures of the prospective clients, and decides how much coverage the client should receive, how much they should pay for it, or whether to even accept the risk and insure them.

Market risk:

Market risk is the risk to an institution's �nancial condition resulting in from adverse movements in risk factors like volatility of interest rates, equities and currency risk. The Company is exposed to market risk because of positions held in its trading portfolios and its non-trading businesses.

Interest rate risk arises from the Company’s funds activities due to mismatches between the future yield and funding cost.

Equity positions can result in changes in the Company’s non-trading income and reserves arising from changes in equity prices/income. The type, nature and amount of equity exposure held by the Company is not signi�cant. The market value of the equity assets held by the Company at the balance sheet date is much higher than cost price.

Currency risk is a form of risk that arises from the change in price of one currency against another. The Company is aware of the currency risk factors as and when making payment(s) to re-insurer.

26

Future plan

The Company maintains a periodic action plans along with mid-term and long-term strategies to maintain the sustainability of its performance and �nancial position.

It is expected that Bangladesh economy will maintain its current trend of growth in GDP. The government is going ahead with implementation of infrastructural development projects including construction of Padma Bridge, Pyra Deep Sea Port, a four lane Dhaka-Sylhet highway and Dhaka Metro Rail Network. These projects will drive the economy in the coming years. Your company hopes to be a part of the growth and thereby increase its income.

In order to improve the earnings of the rural population the company continues to support the Small and Medium Enterprises (SME) initiatives which are steadily improving the social and �nancial status of the individuals in the rural area.

IFC is putting pressure on the commercial banks through Bangladesh Bank to obtain a wider coverage like Bankers Blanket Bond (BBB) policy to protect the Banks for any mishaps during their operation. Government is also keen for implementation of Crop insurance policy to protect the interest of the cultivators and also insurance coverage for the poultry and cattle sector. Bangladesh earns substantial amount of foreign exchange from remittance from the overseas employment and the Government plans to look after the interest of these expatriate workers and as such making plan for mandatory Overseas Medical Insurance policy and Personal Accident Insurance policy to cover risks of causalities, disabilities during their stay aboard.

Khawja Manzer NadeemManaging Director & CEO

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Annexure-6

CERTIFICATION OF THE CEO AND THE CFO TO THE BOARDUnder Condition # 1(5)(xxvi) of CGC

19 March 2020

The Board of Directors United Insurance Company LimitedCamellia House22 Kazi Nazrul Islam Avenue, Dhaka-1000.

Subject: Declaration on Financial Statements for the year ended on 31 December 2019.

Dear Sirs,

Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Noti�cation No. BSEC/CMRRCD/2006-158/207/ Admin/80 dated 03 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:

1. the �nancial statements of United Insurance Company Limited for the year ended on 31 December 2019 have been prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately disclosed;

2. the estimates and judgments related to the �nancial statements were made on a prudent and reasonable basis, in order for the �nancial statements to reveal a true and fair view;

3. the form and substance of transactions and the Company’s state of a�airs have been reasonably and fairly presented in its �nancial statements;

4. to ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records;

5. our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed; and

6. the management’s use of the going concern basis of accounting in preparing the �nancial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast signi�cant doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that: -

(i) we have reviewed the �nancial statements for the year ended on 31 December 2019 and that to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(b) these statements collectively present true and fair view of the Company’s a�airs and are in compliance with existing accounting standards and applicable laws;

(ii) there are, to the best of knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its members.

Sincerely yours,

Ms. Yesmin Hosna, FCA Khawja Manzer Nadeem Chief Financial O�cer Chief Executive O�cer

28

Annexure-7

REPORT OF THE AUDIT COMMITTEE-2019

The Committee comprises of �ve directors. The members of the Committee are as follows:

1. Mr. M. M. Alam Independent Director Chairman (from 01.01.2019 to 14.03.2019)2. Mr. Anwarul Azim Independent Director Chairman (from 14.03.2019)3. Mr. M. Ha�zullah Independent Director Member (from 01.01.2019 to 14.03.2019)4. Mr. Ra� Omar Independent Director Member (from 14.03.2019)5. Mr. M. Saiful Islam Member 6. Mr. M. Shah Alam Member7. Mrs. Shama Rukh Alam Member (from 14.03.2019) 8. Prof. Dr. Wahiuddin Mahmood Member (from 01.01.2019 to 13.05.2019)9. Mr. Khawja Manzer Nadeem Chief Executive O�cer

The Chief Executive O�cer of the Company attended the meetings as an invitee. Other invitees to the meetings were the Chief Financial O�cer and the relevant heads of departments who attended as and when required by the Committee.

A total of 4 (four) meetings were held during 2019.

The following matters were discussed in the meetings and the decisions taken were communicated to the Board of Directors:

• Review of the auditors’ report and audited �nancial statements for the year 2018.

• Review the management letter of 2018 submitted by the external auditors.

• Review of the un-audited �rst quarter report of 2019.

• Review of the un-audited half-yearly report of 2019.

• Review of the un-audited third quarter report of 2019.

• Review of internal audit reports of the Head O�ce/Branches.

• The committee did not �nd any issues in the following areas, which needed to be reported to the Board:

(i) Report on con�ict of interest;

(ii) Suspected or presumed fraud or irregularity or material defect in the internal control system; and

(iii) Suspected infringement of laws, including securities related laws, rules and regulations.

Dated, Dhaka Chairman19 March 2020 Audit Committee

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Annexure-8

REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE - 2019

The Nomination and Remuneration committee (NRC) is the sub-committee of the Board. The NRC shall assist the Board in formulation of the nomination criteria or policy for determining quali�cations, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive.

The present members of the Nomination and Remuneration Committee (NRC) are as follows:

1. Mr. M. M. Alam Independent Director Chairman (from 01.01.2019 to 14.03.2019)2. Mr. Ra� Omar Independent Director Chairman (from 14.03.2019)3. Mr. Syed Aziz Ahmad Member (from 13.05.2019)4. Mr. Anwarul Azim Independent Director Member 5. Mr. Daud Khan Panni Member (from 13.05.2019) 6. Mr. M. Shah Alam Member (from 01.01.2019 to 13.05.2019)7. Mr. Khawja Manzer Nadeem Member

A total of 2 (two) meetings were held during 2019.

The following matters were discussed in the meetings and decisions taken were communicated to the Board of Directors:

• Review of the quali�cation of proposed Independent Directors of the Company.

• To consider the renewal of contract of Mr. Khawja Manzer Nadeem as Chief Executive O�cer (CEO) of the Company for another three years with e�ect from 01 March 2020 subject to approval of the Insurance Development & Regulatory Authority (IDRA) .

Dated, Dhaka Chairman19 March 2020 Nomination and Remuneration Committee

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Annexure-9

REPORT TOTHE SHAREHOLDER OF UNITED INSURANCE COMPANY LIMITED

ON COMPLIANCE OF THE CORPORATE GOVERNANCE CODEFOR THE YEAR ENDED ON 31 DECEMBER 2019

We have examined the compliance status to the Corporate Governance code by United Insurance Company Limited for the year ended on 31 December 2019. This code relates to the noti�cation no.-DSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 of the Bangladesh Security and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code.

This is a scrutiny and veri�cation and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSSs) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and veri�cation thereof, we report that, in our opinion:

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above-mentioned Corporate Governance Code issue by the Commission.

(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSSs) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;

(c) Proper books and records have been kept by the company as required under the Companies Act 1994, the securities laws and other relevant laws;

(d) The standard of governance in the Company is satisfactory.

Dated, Dhaka Hoque Bhattacharjee Das & Co.08 March 2020 Chartered Accounts

31

STATUS OF COMPLIANCE OF CORPORATE GOVERNANCE CODES

Status of compliance with the codes imposed by the Bangladesh Securities & Exchange Commission (BSEC) noti�cation no.-BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 issued under section 2(CC) of the Securities & Exchange Ordinance, 1969 and as amended up to date:

1 Board of Directors:1 (1) Board's Size:

Minimum 5 and maximum 201 (2) Independent Director (ID):1(2)(a) At least one-�fth (1/5) of the total number of directors must be

independent in the Company's Board.1(2)(b) Independent Director means who-1(2)(b)(i) does not hold any share or minimum number of shares less than 1%

(one percent) of the total paid-up capital1(2)(b)(ii) does not have any relationship with sponsors and directors of the

Company or any of its associates, sister concerns, subsidiaries or parents or holding entities or relationship with family members

1(2)(b)(iii) has not been an executive immediately preceeding 2 (two) �nancial years;

1(2)(b)(iv) does not have any relationship pecuniary or otherwise with the Company or its subsidiary or associated Company.

1(2)(b)(v) is not a member or TREC (Trading Right Entitlement Certi�cate) holder, Director/O�cer of Stock Exchanges.

1(2)(b)(vi) is not a shareholder, director excepting independent director or o�cer or member or TREC holder of any stock exchange or an intermediary of capital market

1(2)(b)(vii) is not a partner or an executive during the preceding 3 (three) years as a statutory audit �rm or special auditor or professionals certifying compliance of the codes

1(2)(b)(viii) is not independent director in more than 5 listed companies.1(2)(b)(ix) has not been convicted by a court as a defaulter in payment of any

loan to a bank or NBFI.1(2)(b)(x) has not been convicted for a criminal o�ence involving moral

turpitude1(2)(c) Independent Director shall be appointed by the Board and approved

by the shareholders in the AGM1(2)(d) Post of Independent Director cannot remain vacant for more than 90

(ninety) days1(2)(e) Tenure of o�ce of an Independent Director shall be for a period of 3

(three) years extended for another tenure ie. For further 3 years Provided that former ID considered for reappointment for another

tenure after a time gap of one tenure i.e. completion of consecutive two tenures. ID shall not be subject to retirement by rotation as per the Companies Act.

1(3) Quali�cation of Independent Director:1(3)(a) Independent Director, shall be a knowledgeable individual with

integrity, is able to ensure compliance with �nancial laws, regulatory requirements and corporate laws and can make contribution to the business

1(3)(b) Independent Director shall have-

Annexure-10

Condition No. Title of the Codes

Compliance Status Remarks

Complied Not Complied

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

32

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

1(3)(b)(i) Business leader or director of an unlisted co. having minimum paid up capital of Tk. 100 million or any listed company or a member of any national or international chamber of commerce or business association ; or

1(3)(b)(ii) Corporate leader who is or was a top level executive not less than the position of MD, DMD, CFO,CS, HIAC, HLS

1(3)(b)(iii) Former o�cial of Govt. or statutory body not below 5th grade o�cer at least bachelor in economics, commerce or law.

1(3)(b)(iv) University Teacher in Economics, Commerce or Business studies and Law

1(3)(b)(v) Professionals like advocate of High Court, Chartered Accountants or Cost and Management Accountant or Chartered Secretary or Chartered Financial Analyst or Chartered Certi�ed Accountant or Certi�ed Public Accountant or equivalent quali�cation

1(3)(c) Independent Director required at least 10 (ten) years experiences in the relevant �eld.

1(3)(d) In special cases, the quali�cations or experiences may be relaxed subject to prior approval of the Commission

1 (4) Duality of Chairperson of the Board and Managing Director or Chief Executive O�cer (CEO)

1(4)(a) The position of the Chairperson of the Board and the Managing Director/Chief Executive O�cer (CEO) of the Company shall be �lled by di�erent individuals

1(4)(b) MD or CEO of a listed company shall not hold the same position in another listed company

1(4)(c) The Chairperson of the Board shall be elected from among the non-executive directors

1(4)(d) The Board shall de�ne the roles & responsibilities of the Chairman and Managing Director/CEO

1(4)(e) In the absence of Chairperson, elect one Non Executive Director and reason of absence of regular chairperson shall be recorded in the minutes.

1(5) The Directors’ Report to Shareholders:1(5)(i) An industry outlook and possible future developments1(5)(ii) The segment-wise or product-wise performance;1(5)(iii) Risk and concerns including internal and external risk factors, threat

to sustainability and negative impact on environment, if any;1(5)(iv) A discussion on Cost of goods sold, Gross pro�t margin and Net pro�t

margin where applicable1(5)(v) A discussion on continuity of any extraordinary activities and their

implications on gain or loss1(5)(vi) A detailed discussion on related party transactions along with a

statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions.

1(5)(vii) A statement of utilization of proceeds raised through public issues, right issues and/or any other instruments

1(5)(viii) An explanation if the �nancial results deteriorate after the company goes for Initial Public O�ering (IPO) or Repeat Public O�ering (RPO), Right Share O�er, Direct listing

1(5)(ix) If any signi�cant variance occurs between quarterly �nancial performances and Annual Financial Statements, the management shall explain about the variance in their Annual Report

1(5