Applicability
This code applies to:
- Directors of Pragati Life Insurance Limited (the company).
- Members of Senior Management of the company.
This code is in addition to the Rules & Regulations of service and conduct applicable to the Managerial Staff of the Company.
National Interest
Pragati Life Insurance Limited shall be committed in all its actions to benefit the economic development of the countries in which they operate. It shall not engage in any activity that adversely affects such an objective. It shall not undertake any project or activity to the detriment of the nation's interests, or those that will have any adverse impact on the social and cultural life patterns of its citizens.
PLIL shall conduct its business affairs in accordance with economic, development, and foreign policies, objectives, and priorities of the nation's government and shall strive to make a positive contribution to the achievement of such goals at the international, national, and regional level.
Scope
The Board of Directors (the Board) and the Senior Management of the Company agree to abide by the following Code of Conduct:
- Attend Board/Shareholders/Committee/Senior Management meetings and seek prior leave for absence from such meetings. Directors will annually disclose their Directorships with other companies as required under the Companies Act 1994. When the Board is to decide on an issue in which a Director has an interest, the said Director shall abstain from voting and deliberation.
- Exercise authority and power with due care and diligence whilst discharging the fiduciary responsibility of office in the best interest of the Company.
- Not allow personal interest to conflict with the interest of the company or to come in the way of discharge of duties of office. They should not engage in a business, relationship, or activity with anyone who is a party to transaction(s) with the Company. Similarly, they should not derive a personal benefit or a benefit to any of their relatives by making or influencing decisions relating to any transaction(s). Should ensure that an independent judgment in the best interest of the Company is exercised.
- Abide by policies and business principles of the code of PLIL.
- Comply with all applicable laws, rules, and regulations.
- Preserve a friendly environment.
- Observe strict confidentiality of the information acquired in the course of discharge of duties of office and not use the same for any personal purpose or advantage.
- Use Company property only for official purposes and for no personal gain. The assets of the company shall not be misused but should be employed for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, and resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc.
- Not accept any personal gratification from suppliers, service providers, business partners, etc. (Note: personal gratification will not include normal entertainment and gifts of no significant value). Acceptance of gifts, donations, hospitality, and/or entertainment beyond the customary level from existing or potential suppliers, customers, or other third parties which have business dealings with the company. Notwithstanding that such or other instances of conflict of interest exist, adequate and full disclosure by the interested employees should be made to the Chairman of PLIL. They will ensure that a full disclosure of any interest, which the employee or the employee’s immediate family, which would include parents, spouse, and children, may have in a company or firm, which is a supplier, customer, or distributor, is made to the Chairman of PLIL.
- Deal fairly with customers, suppliers, employees, and business partners.
- Respect the safety and health of all employees and provide working conditions which are safe and healthy.
- Encourage employees to acquire skills, knowledge, and training to expand/enhance their professional and specialized knowledge.
- Provide equal opportunities to all employees and aspirants for employment in the Company irrespective of gender, caste, religion, race, or any other factor being the sole differentiating factor.
- Conduct business operations in compliance with competition laws and principles of fair market competition.
- Maintain high ethical and professional standards in all dealings.
- Not conduct themselves in a manner that may bring disrepute to the office or tarnish the reputation and image of the company.
- Not take up activities competing with the business of the company.
- Make proper record of all financial transactions and not create undisclosed or unrecorded account/fund or asset.
- Make all efforts to establish good relationships with all stakeholders of the company with whom they interface while carrying out their duties for the company and must try to make positive contributions to the communities in which they perform such duties.
- Whole-time Directors and Senior Management shall not, without the prior approval of the Chairman, accept employment or a position of responsibility (such as a consultant or a director) with any other company nor provide 'freelance' service to anyone.
- Insider trading is prohibited by Law as well as by the company policy: Directors and Senior Management and their immediate family shall not derive any benefit or assist others to derive any benefit from access to and possession of information about the Company, which is not in the public domain and thus constitutes insider information. Insider Trading invokes severe penalties under the Regulations issued in Bangladesh under the Securities and Exchange Commission Act 1993. "Price Sensitive Information" means any such information which, if published, may influence the market price of the concerned security and includes the following information, namely:
- Report in respect of the financial condition of the company or any basic information in respect thereof;
- Information relating to dividend;
- Decision for giving right share to security-holders, issuing bonus, or giving similar other privilege;
- Decision of the company for purchasing or selling any immovable property;
- Information relating to BMRE or establishment of new unit of the company;
- Basic change in the field of the company’s activities (e.g., produced goods, preparation and implementation of plan or policy decision in respect thereof, etc);
- Any other information determined by the Commission by notification in the official Gazette.
- Report any violation of this Code of Conduct to the Chairman of PLIL.