CONTENTS Notes to Financial Statements Annexures 65 Schedule of Fixed Assets 66 Directors Certificate 67 Proxy Form. Company Profile 02

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1 CONTENTS Company Profile 02 Board of Directors 03 Branch Office 04 Financial Highlights 05 Company Performance at a Glance Credit Rating Report 09 Notice of 20th AGM Director s Report Status of Compliance of Corporate Governance 25 Audit Committee Report 26 Decnaration of CEO & CFO Auditors Report Statement of Financial position Statement of Comprehensive Income 31 Other Comprehensive Income 32 Income Appropriation Account 33 Consolidated All Business Revenue Account Fire Insurance Revenue Account 36 Marine Cargo Insurance Revenue Account 37 Marine Hull Insurance Revenue Account 38 Motor Insurance Revenue Account 39 Miscellaneous Insurance Revenue Account Statement of Changes in Equity 40 Statement of Cash Flows 41 Classified Summary of the Assets Notes to Financial Statements Annexures 65 Schedule of Fixed Assets 66 Directors Certificate 67 Proxy Form

2 COMPANY PROFILE Company Name Bangladesh National Insurance Company Limited Date of Incorporation May 21, 1996 Date of Commencement June 01, 1996 Date of Registration to Carry on General Insurance & Business June 01, 1996 Authorized Capital Tk. 100,00,00, Issued, Subscribed & Paid-up capital Tk. 26,55,00, Registration Office & Head Office WW Tower,68, Motijheel C/A (Level-15) Dhaka Phone : (PABX) , Fax : Nature of Business All Kinds of General Insurance Business Auditors Rahman Mostafa Alam & Co. Chartered Accountants 02

3 BOARD OF DIRECTORS CHAIRMAN Abdul Baset Majumder VICE CHAIRMAN Mostafa Kamal DIRECTORS Beauty Akter Md. Abdur Rouf Tahmina Binthe Mostafa Farida Akter Tanjima Binthe Mostafa Tanveer Ahmed Mostafa Taif Bin Yousuf Yousuf Ali Md. Abdul Baten Hasina Begum INDEPENDENT DIRECTORS Professor Dr. Goutam Buddha Das Fakhruddin Ahmed, FCMA, FCA Mohammed Salim, FCMA CHIEF EXECUTIVE OFFICER (Acting) Md. Omar Farooq AUDITORS Rahman Mostafa Alam & Co. Chartered Accountants 03

4 BRANCHES Local Office 58, Dilkusha C/A (7th Floor). Dhaka Tel: , Fax: Moulvi Bazar Branch Hazi yousuf manson (2nd Floor) 56 Midford Road Babubazar Dhaka.1100, Tel: Noapara Branch Haji Idrish Ali Market (2nd floor), Avoynagar, Noapara, Jessore. Mob: Dilkusha Branch 72, Dilkusha C/A (6/B Floor) Dhaka Tel: , Fax: Narayangonj Branch 16/3, S. M. Maleh Road, Tan Bazar, Narayangonj. Tel: Faridpur Branch Alipur Moor, Faridpur, Tel: Motijheel Branch Amin Court Building, 62-63, Motijheel C/A, Dhaka Tel: , Fax: Bagerhat Branch House No. 54, Rail Road, Bagerhat. Mob: , Chowmuhani Branch N. S. Tower (3rd Floor), Karimpur Road, Chowmuhani, Noakhali. Mob: Gulshan Branch Islam Mansion House No: 39, Road No. 126, Gulshan-1, Dhaka. Tel: , Fax: Sk.Mujib Road Branch Gausiya Tofayel Tower (4th Floor) 1837, Sk. Mujib Road (Badamtoli) Agrabad. Chittagong, Mob: Rajshahi Branch 226 Shaheb Bazar (2rd Floor), Moni Chattar, Ghoramara, Boalia, Rajshahi. Tel: V.I.P. Road Branch 33 Anjuman Mofidul Islam Road, Kakrail, Dahak Tel: Fax: Uttara Branch Domino Terno H # 32, F # B-2 (2nd Floor) Road # 01, Sector-03, jasim Uddin Road Uttara, Dhaka-1230 Tel: , Fax: Rangpur Branch House No. 06 Road No. 2/1, Shalban Mistripara, Kotwali, Rangpur. Tel: Kawran Bazar Branch 57/E, Kazi Nazrul Islam Avenue (4th Floor). Tejgaon, Dhaka Tel: Fax: Agrabad Branch Akteruzzaman Center (9th Floor) , Agrabad C/A, Chittagong. Tel: (031) Fax: (031) Jamalpur Branch Bhai Bhai Cloth Store (1st Floor), Baro Masjid Road,Sakal Bazar, Jamalpur. Mob: B.B.Avenue Branch 9, B.B. Avenue, Dawn Plaza (10th Floor), Dhaka Tel: Fax: Jessore Branch M.K Road, Jess Tower (3rd Floor), Jessore. Tel: (0421) Paltan Branch Azad Centre, 55, Purana Polton (11/A) Dhaka. Tel: , Jatrabari Branch Abdur Rahim Bhuiyan Center (3rd Floor) 80/C/2, Bibirbagicha, Uttar Jatrabari, Dhaka. Tel: , Khatungonj Branch Salma Tower (3rd Floor), 398/A, Khatungonj C/A, Chittagong. Tel: , Fax: Mymensingh Branch 36, Baro Bazar, P. O: Maymensigh, Thana+Upozila: Kotwali, Dist: Mymensingh. Mob: Bangshal Branch 70 Shaheed Nazrul Islam Sharani (3rd Floor), Bangshal, Dhaka Tel: Fax: Khulna Branch 58, Khan-A-Sabur Road (1st Floor), Khulna. Tel: Jubilee Road Barnch Kader Tower (7th Floor) 128 Jubilee Road, Tinpool, Chittagong Mob: We may mention that in We have opened follwing branches, DIT Branch Motijheel Square (8th Floor) I/B, DIT Avenue, Motijheel C/A Dainik Bangla Moor, Dhaka Tel: , Mirpur Branch Section-6, Block-Kha, Plot-11, Road No. 01, West Senpara Parbata Thana- Mirpur, Dhaka. Mob: ,

5 Bangladesh National Insurance Co. Ltd. FINANCIAL HIGHLIGHTS (Amount in Million) Sl. No. Particulars Gross Premium Net Premium Claims Paid Investment & Other Income (Gross) Underwriting Profit/Loss Net Profit Before Tax Paid up Capital Deposit Premium Total Reserves Total Assets Total Liabilities Cash & Bank Balances Face Value Per Share (In Taka) Earning Per Share (In Taka) Book Value Per Share (In Taka)

6 Company Performance at a Glance CLASS WISE GROSS PREMIUM INCOME-2015 Motor 20.45% Marine Hull 0.14% Fire 28.55% Misc % Marine Cargo 39.60% Net Premium Income AMOUNT IN MILLION (TK.) Amount in Million (Tk.) Amount in Million (Tk.) Claims Paid Amount in Million (Tk.) Investments & Others Income AMOUNT IN MILLION (TK.) Amount in Million (Tk.)

7 Total Reserve Total Assets Amount in Million (Tk.) Amount in Million (Tk.) AMOUNT IN MILLION (TK.) Amount in Million (Tk.) Cash & Bank Balance Amount in Million (Tk.) Amount in Million (Tk.) Book Value Per Share Earning Per Share AMOUNT IN TAKA AMOUNT IN TAKA Amount in Taka Amount in Taka N.B: From 2014 to 2015 Earning Per Share and book value per share has been calculated on per share value of Tk and EPS and BPS in previous year from 2011 to 2013 are calculated based on book value of per share Tk

8 CREDIT RATING REPORT On Bangladesh National Insurance Company Limited. Bangladesh National Insurance Company Limited has been rated by Emerging Credit Rating Ltd. On the basis of audited financial statements for the Period 1st January to 31st December 2014 and other relevant information. The summary of Rating is presented below. Long Term Rating A Short Term Rating Outlook ECRL-2 Stable Date of Rating September 30, 2015 Validity of Rating Till September 29, 2016 Emerging Credit Rating Ltd. has assigned A rating in the long Term and ECRL-2 in the short term to Bangladesh National Insurance Company Limited. The Company rated A :- Insurance companies rated A possess strong ability to meet their policyholder obligations but are somewhat more susceptible to adverse changes in economic and underwriting conditions than companies in higher-rated categories. The Company rated ECRL-2 :- An institution rated ECRL-2 has a strong capacity to meet its financial commitments in a timely manner; however, it is somewhat susceptible to adverse developments in the economy, and business and other external conditions. 08

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13 wbix K t wewa gvzv ek Kv úvbxi wbixÿk gmvm ingvb gv Ídv Avjg GÛ Kvs, PvU vw GKvD U v Um& 20Zg evwl K mvaviy mfvq Aemi MÖnb Ki eb Ges cyb: wb qv Mi hvm weavq D³ wbixÿk Kv úvbx AvBb 1994 Gi 210(3) aviv gvzv ek cyb: wb qvm cövwßi m wz cökvk K i Qb wbixÿk gmvm ingvb gv Ídv Avjg GÛ Kvs, PvUvW G vkvd Ub K Dchy³ cvwiköwgk wba vib c~e K ciez x gqv ` cyb: wb qv Mi R b mfvq cö Íve DÌvcb Kiv n e cl ` G e cv i wm vší MÖnb K i Qb fwel r ` wófw½t Avgv `i mvwe K Kg KvÛ K AviI A bk`~i GwM q wb q h Z n e m hvîvc_ Lye mymg wksev Abvqvm bq Af šíixb I ˆe `wkk m ú `i mgvnvi h _vchy³ e Ub Ges m e envi Kiv bv M j Dbœq bi MwZaviv evavmö n q co e d j Bw úz j ÿ Avgiv cšqv Z cvie bv Avcbviv R b Avbw `Z n eb h, Avgv `i cwipvjbv cl ` P v jä gvkvwejvi Rb cö qvrbxq c` ÿc wb q Q Ges AvMvgx w` b Avkv e väk gybvdv AR b Avgiv mdjkvg n ev e j Avkvev` e ³ KiwQ Dcmsnvit cwi k l cwipvjbv cl `, Kv úvbxi Kvh µ g mvnvh I mn hvmxzv cö`v bi Rb mikvix I emikvix e vsk mg~n, wewfbœ Avw_ K cöwzôvb, e w³ gvwjkvbvaxb cöwzôvb `i cöwz K Z ÁZv Rvbvw Q cwipvjbv cl ` AviI ab ev` Rvbvb A_ gš Yvjq, evwyr gš Yvjq, exgv Dbœqb I wbqš b KZ cÿ, mvaviy exgv K c v ikb, evsjv `k wmwkdwiwur GÛ G PÄ Kwgkb wjwg UW, evsjv `k BÝy iý G mvwm qkb, iwróvi Ae R q U K Kv úvbxr GÛ dvg m, mkj mikvix I emikvix ms v K Zv `i mn hvmxzv cö`v bi Rb cwi k l Pjgvb DbœwZ Z cwipvjk cl ` mkj köbxi Kg KZ v I Kg Pvix `i AvšÍwiK Kg wbôv, AK vší cwikög I wb ew`z mevi cöksmv Ki Q ab ev` Bangladesh National Insurance Co. Ltd. Annual Report cwipvjkgûjxi c ÿ Ave`yj ev mz gryg`vi Pqvig vb 13

14 Certification to the Board of Directors of the Bangladesh National Insurance Company Limited under Section 2CC of the securities and Exchange Ordinance, 1969 This is to certify that the management of The Bangladesh National Insurance Company Limited has complied with the necessary requirements of Corporate Governance for the year ended 31 st December, 2015 as per compliance requirements of the conditions imposed by Bangladesh securities and Exchange Commission s Notification No. SEC/CMRRCD/ /134/Admin/44 dated 07 August, 2012 issued under Section 2CC of the Bangladesh Securities and Exchange Ordinance Dated : Place : Dhaka, Bangladesh Mahfuz Amin Nowsher & Co. Chartered Accountants 14

15 BANGLADESH NATIONAL INSURANCE COMPANY LIMITED Certificate on Compliance Status of Corporate Governance Guideline by Bangladesh National Insurance Company Limited Status of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission Notification No. SEC/CMRRCD/ /134/Admin/44 dated 07 August 2012 Issued under section 2CC of the Securities and Exchange Ordinance, Report under condition no of above referred notification Condition no (i) 1.2(ii) a) 1.2(ii) b) 1.2(ii) c) 1.2(ii) d) 1.2(ii) e) 1.2(ii) f) 1.2(ii) g) 1.2(ii) h) 1.2(ii)(i) 1.2(iii) Compliance Status Title (Put in the appropriate Column) Complied Not complied Board of Directors Board's Size: The Number of Board members of the company shall not be less than 5 ( Five ) and more than 20 (Twenty )is not less than 5 and more than 20 Independent Directors: At least One Fifth (1/5) of total number of directors in the company s Board shall be independent directors Independent director does not hold any share or holds less than 1% shares of the total paid up capital Independent director or his family members are not connected with the company s any sponsor or director or shareholder who holds 1% or more shares of the total paid- up -shares on the basis of family relationship Does not have any other relationship, whether pecuniaryt or otherwise,with the company or it's subsiindependent Director is not a member, director or officer of any Stock Exchange Independent Director is not a member,director or office of any stock exchange Independent director is not a shareholder,director or office or any member of stock exchange or an intermediary of the capital market Independent director is not a partner or an executive or was not a partner or an executive during the preceding 3 ( three) years of the concerned company s statutory audit firm Independent director shall not be an independent director in more than 3 ( three) listed companies Independent director has not been convicted by a court of competent jurisdiction as adefulter in payment of any loan to a bank or a non bank financial institution Independent director is not been convicted for a criminal offence involving moral turpitude Independent director shall be nominated by the board of directors and approved by the shareholders in the AGM Remarks 15

16 Condition no. 1.2(iv) 1.2(v) 1.2(vi) (i) 1.3(ii) 1.3(iii) (i) Title Post of independent director (s) shall not remain vacant for more than 90 (ninety) days The Board shall lay down a code of conduct of all Board members and annual compliance of the code to be recorded. The tenure of office of an independent director shall be for a period of 3 (three) years, which may be extended for 1 ( one) term only. Qualification of Independent Director (ID) Independent Director Shall be a knowledgeable individual with integrity who is able to ensure compliance with financial, regulatory and corporate laws and can make meaningful contribution to business. The person should be a business Leader/ corporate Leader/ Bureaucrat/ University Teacher with Economics or Business Studies or Law background / professionals like Chartered Accountants Cost & Management Accountants, Chartered Secretaries. The independent director must have at least 12 ( twelve ) years of corporate management/ professional experiences. In special cases the above qualifications may be relaxed subject to prior approval of the Commission. Chairman of the Board and Chief Executive Officer Chairman of the Board and the Chief Executive Officer shall be filled by different individuals. The Chairman of the company shall be elected from among the directors of the company. The Board of Directors shall clearly define respective roles and responsibilities of the Chairman and the Chief Executive Officer. The Directors Report to Shareholders shall include the following additional statements: Industry outlook and possible future developments in the industry Compliance Status (Put in the appropriate Column) Complied Not complied Remarks Available in Annual Report 1.5(ii) Segment -wise or product- wise performance Available in Annual Report 1.5(iii) Risks and concerns. Available in Annual Report 1.5(iv) Discussion on Cost of Goods sold Gross Profit Margin and Net Profit Margin Available in Annual Report 1.5(v) Discussion on continuity of any Extra - Ordinary gain or loss No such extra ordinary gain or loss in accounts 16

17 Condition no. 1.5(vi) 1.5(vii) 1.5(viii) 1.5(ix) 1.5(x) 1.5(xi) 1.5(xii) 1.5(xiii) 1.5(xiv) 1.5(xv) 1.5(xvi) 1.5(xvii) 1.5(xviii) Title Basis for related party transactions a statement of all related party transactions should be disclosed in the annual report Utilization of proceeds from public issues, right issues and / or through any others instruments. An explanation if the financial results deteriorate after the company goes for initial public Offering (IPO), Repeat public offering (RPO), Rights Offer, Direct Listing, etc. If significant variance occurs between quarterly Financial performance and annual Financial Statements the management shall explain about the variance on their annual Report. Remuneration to directors including independent directors. The financial statements prepared by the management of the issuer company present fairly its state of affairs the result of its operations cash flows and changes in equity. Proper books of account of the issuer company have been maintained. Appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment. International Accounting Standards ( IAS)/ Bangladesh Accounting Standards ( BAS)/ International Financial Reporting Standards ( IFRS) / Bangladesh Financial Reporting Standards ( BFRS) / as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed. The system of internal control is sound in design and has been effectively implemented and monitored There are no significant doubts upon the issuer company's ability to continue as a going concern. If the issuer company is not considered to be a going concern, the fact along with reasons thereof should be disclosed Significant deviations from the last years operating results of the issuer company shall be highlighted and the reasons thereof should be explained Key operating and financial data of at least preceding 5 ( five ) years shall be summarized Compliance Status (Put in the appropriate Column) Complied Not complied Remarks Available in Annual Report Not Applicable Available in Annual Report Details furnished in Annual Report No such significant deviation observed Available in Annual Report 1.5(xix) 1.5(xx) If the issuer company has not declared dividend (cash or stock) for the year, the reasons thereof shall be given The number of Board meeting held during the year and attendance by each director shall be disclosed Not declared dinidend 2014 Available in Annual Report 17

18 Condition no. Title Compliance Status (Put in the appropriate Column) Complied Not complied Remarks 1.5(xxi) Pattern of Shareholdings: 1.5(xxi) 1.5(xxi) a) 1.5(xxi) b) 1.5(xxi) c) 1.5(xxi) d) 1.5(xxii) Shareholding pattern Parent / Subsidiary/ Associated Companies and other related parties (name wise details) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor Children ( name wise details) Executives Shareholders holding 10% or more voting interest in the company (name wise details) Appointment re-appointment of director: 1.5(xxii) a) Resume of the director 1.5(xxii) b) Nature of his /her expertise in specific functional areas 1.5(xxii) c) Names of companies in which the person also holds the directorship and the membership of committees of the board 2 CFO,Head of binternal Audit And CS 2.1 The company shall appoint a chief Financial Officer (CFO). A Head of Internal Audit (Internal Control and compliance) and a Company Secretary (CS). The Board of Directors should clearly define respective roles, responsibilities and duties of the CFO the Head of Audit and the CS. 2.2 Attendance of CFO and Company Secretary at the meeting of the Board of Directors 3 Audit Committee 3(i) The audit Committee shall be composed of at least 3 (three) members 3.1(ii) The Board of Directors shall appoint members of the Audit Committee who shall be directors of the company and shall include at least 1 (one) independent director 3.1(iii) All members of the audit committee should be " financially literate" and at least 1 (One) member shall have accounting or related financial management experience 3.1(iv) When the term of service of the committee members expires or there is any circumstance causing any committee member to be unable to hold office until expiration of the term of service, thus making the number of the committee members to be lower than the prescribed number of 3 (three ) person, the Board of Directors shall appoint the new Committee member(s) to fill up the vacancy (ies) immediately or not later than 1 (one) month from the date of vacancy ( ies) in the Committee to ensure continuity of the performance of work of the Audit Committee Nil Available in Annual Report Available in Annual Report Available in Annual Report 18

19 Condition no. 3.1(v) 3.1(vi) (i) 3.2(ii) (i) 3.3(ii) 3.3(iii) 3.3(iv) 3.3(v) 3.3(vi) 3.3(vii) 3.3(viii) 3.3(ix) 3.3(x) (i) Title The company secretary shall act as the secretary of the Committee The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) Independent director. Chairman of the Audit Committee The Board of Directors shall select 1 (one) member of the Audit Committee to be Chairman of the Audit Committee, who shall be an independent director. Chairman of the audit committee shall remain present in the Annual General Meeting (AGM) Role of Audit Committee Oversee the financial reporting process Audit committee monitor choice of accounting policies and principles Audit committee monitor internal Control Risk Management process Audit committee oversee hiring and performance of external auditors Audit committee review alongwith the management, the annual financial statements before submission to the board for approval Review along with the management the quarterly and half yearly financial statement before submission to the board for approval Review the adequacy of internal audit function Review statement of significant related party transactions submitted by the management Review management Letters/ Letter of Internal Control weakness issued by statutory auditors When money is raised through initial public offering(ipo)/ Repeat Public Offering(RPO)/Rights issue the company shall disclose to the Audit Committee about the uses/applications of funds by major category (capital expenditure, sales and marketing expenses, working capital, etc.) on a quarterly basis, as a part of their quarterly declaration of financial results. Further, on an annual basis, the company shall prepare a statement of funds utilized for the purposes other than those stated in the offer document/prospectus Reporting to the Audit Committee Reporting to the Board of Directors The Audit Committee shall report on its activities to the Board of Directors Compliance Status (Put in the appropriate Column) Complied Not complied Remarks 19

20 Condition no. Title (ii)(a) report on conflicts of interests (ii) b) Suspected or presumed fraud or irregularity or material defect in the internal control system 3.4.1(ii) c) Suspected infringement of laws, including securities related laws, rules and regulations 3.4.1(ii) d) any other matter which shall be disclosed to the Board of Directors immediately If the Audit committee has reported to the Board of Directors about anything which has material impact on the financial condition and results of operation and has discussed with the Board of Directors and the management that any ratification is necessary and if the Audit committee finds that such rectification has been unreasonably ignored, the Audit committee shall report such finding to the commission Report on activities carried out by the Audit committee, including any report made to the Board of Directors under condition 3.4.1(ii) above during the year, shall be signed by the Chairman of the Audit Committee Compliance Status (Put in the appropriate Column) Complied Not complied Remarks 4 4(i) 4(ii) 4(iii) 4(iv) 4(v) 4(vi) 4(vii) 4(viii) 4(ix) Engagement of External / Statutory Auditors: Non-engagement of external/statutory auditors in appraisal or valuation services or fairness opinions Non-engagement of external/statutory auditors in financial information systems design and implementation Non-engagement of external/statutory auditors in book keeping or other services related to the accounting records or financial statements Non-engagement of external/statutory auditors in borker-dealer services Non-engagement of external/statutory auditors actuarial services Non-engagement of external/statutory auditors in internal audit Services Non-engagement of external/statutory auditors in Any other service that the Audit Committee determines No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company Audit / certification services on compliance of corporate governance as required under clause (i) of condition 7 20

21 Condition no. 5 5(i) 5(ii) 5(iii) 5(iv) 5(v) 6 6(i)a 6 (i) b 6(ii) 7 7(i) 7 (ii) 7 (iii) Title Subsidiary Company Provision relating to the composition of the Board of Directors of the holding company shall be made applicable to the composition of the Board of Directors of the subsidiary company At least 1 (one) independent director on the Board of Directors of the holding company shall be a director on the Board of Director s of the subsidiary company The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company The minutes of the respective Board meeting of the holding company shall state that they reviewed the affairs of the subsidiary company also The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company Duties of Chief Executive Officer (CEO) and Chief Financial Officer (CFO) The CEO and CFO shall certify to the Board that:- (i) They have reviewed financial statements for the year and that to the best of their knowledge and belief: a) These statement do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading These statement together present a true and fair view of the company`s affairs and are in compliance with existing accounting standards and applicable laws There are to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violation of the company`s code of conduct Reporting and Compliance of Corporate Governance: The company shall obtain a certificate from a practicing professional Accountant /Secretary ( Chartered Accountant /Cost and Management Accountant/ Chartered Secretary) regarding compliance of conditions of corporate Governance Guidelines of the Commission and shall send the same to the shareholders along with the Annual Report on a yearly basis The directors of the company shall state, in accordance with the Annexure attached, in the directors' report whether the complied with these conditions Right shares were not issued by the company in case of non-compliance with the SEC notification non-sec/cmrrcd/ /134/admin/44, dated 07 August,2012 regarding Corporate GovernanceThe directors of the company shall state, in accordance with the Annexure attached, in the directors' report whether the complied with these conditions Compliance Status (Put in the appropriate Column) Complied Not complied N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Remarks No holding / subsidiary exists No holding / subsidiary exists No holding / subsidiary exists No holding / subsidiary exists No holding / subsidiary exists 21

22 1.05(xx) The number of Board Meeting held during the year and attendance by each Director is as under: Total nos. of Total SL. Name of Directors Position Meeting from Attendance to Mr. Abdul Baset Mojumder Chairman Mr. Mostafa Kamal Vice Chairman Mrs. Beauty Akter Director Mr. Abdur Rouf Director Mrs. Tahmina Binthe Mostafa Director Mr. Yousuf Ali Director Mrs. Tanjima Binthe Mostafa Director Mrs. Farida Akter Director Mr. Taif Bin Yousuf Director Mr. Abdul Baten Director Mr. Tanveer Ahmed Mostafa Director Mrs. Hasina Begum Director Professor Dr.Goutam Buddha Das Independent Director Fakhruddin Ahmed,FCMA,FCA Independent Director Mohammed Salim,FCMA Independent Director 6 3 Remarks 16 Md. Sana Ullah Chief Executive Officer Md.Omar Farooq Chief Executive Officer (Acting) (xxi) Pattern of Shareholdings: As at December 31,2015 the pattern of Shareholdings is given below: Particulars No. of Shares Remarks Sponsors & Directors 26,550, General Public Including Unit Fund, Mutual Fund, Financial Institutions etc. 17,700,000 Under Process Total Shares 44,250,000 22

23 1.05(xxi) (a) Shareholding of Parent/Subsidiary/Associated Companies and other related parties: Nil 1.05(xxi) (b) Shareholdings of Directors & Sponsors are as under: Sl. No Shareholdings of Directors /Sponsor Shareholders Designation Before IPO After IPO Shares % Shares % 1 Mr. Abdul Baset Mojumder Chairman 8,850, % 8,850, % 2 Mr. Mostafa Kamal Vice Chairman 24,248, % 24,248, % 3 Mrs. Beauty Akter Director 10,000, % 10,000, % 4 Mr. Abdur Rouf Director 11,550, % 11,550, % 5 Mrs. Tanjima Binthe Mostafa Director 32,083, % 32,083, % 6 Mrs. Tahmina Binthe Mostafa Director 33,083, % 33,083, % 7 Mr. Taif Bin Yousuf Director 8,958, % 8,958, % 8 Mr. Tanveer Ahmed Mostafa Director 41,751, % 41,751, % 9 Mr. Abdul Baten Director 11,408, % 11,408, % 10 Mrs. Hasina Begum Director 8,958, % 8,958, % 11 Mr. Yousuf Ali Director 8,958, % 8,958, % 12 Mrs. Farida Akter Director 10,750, % 10,750, % 13 Mr. Muhammad Zakaria Sponsor Shareholder 12,000, % 12,000, % 14 Mr. M.F Kamal Sponsor Shareholder 12,000, % 12,000, % 15 Mr. Md. Abu Taher Sponsor Shareholder 1,000, % 1,000, % 16 Tasnim Binthe Mostafa Sponsor Shareholder 10,000, % 10,000, % 17 Mr. Wasekur Rahman Sponsor Shareholder 10,000, % 10,000, % 18 Mr. Nasir Uddin Sponsor Shareholder 8,900, % 8,900, % 19 Mr. Belayet Hossain Sponsor Shareholder 1,000, % 1,000, % General Public Including Unit Fund,Mutual Fund,Financial Institution etc % 177,000, % 1.05(xxi) (b) Shareholding of Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children are as under as on : 265,500, % 442,500, % Name Md.Omar Farooq Md.Abul Hasan Khan Khandoker Rezaur Rahman Sharmin Akhter Designation Chief Executive Officer ( Acting ) Chife Financial Officer (Acting ) Company Secretary (Acting ) Head of Internal Audit No. of Shares Holdings (%)

24 1.05(xxi) (c) The Shareholdings of the Executives are as under: Sl. Holdings Name Designation No. of Shares No (%) 1 Md.Omar Farooq Addl.MD Md. Yunus Khan Jasim Addl.MD Md. Emdadul Haque DMD Ishraq Khan DMD Md.Rafiqul Islam DMD Kazi Md.Shafiqul Islam DMD Bahauddin Ahmed DMD (xxi) (d) The List of Shareholders holding ten percent (10%) or more voting interest in the company: Nil 3.00 Audit Committee:v The Audit Committee has been formed in the meeting held on date Abdul Baset Majumder Chairman 24

25 Audit Committee Report The Audit The Audit Committee of Bangladesh National Insurance Company Limited Comprise of 03 (Three) Committee: members nominated by the Board of Directors which is as under: 1. Mr. Mohammed Salim, FCMA Chairman 2. Mr. Yousuf Ali Member 3. Mrs. Tahmina Binthe Mostafa Member As per regulatory requirement, the Company Secretary Khandoker Rezaur Rahman (Acting) as the Secretary of the Board of Audit Committee. A total of 02 (Tow) meeting were held since the last Annual General Meeting of Bangladesh National Insurance Company Limited held on September 20, The Board of Audit Committee has been constituted with an Independent Director having accounting and Financial Management Experience as Chairman. The Additional Managing Director, Head of Internal Audit Department and Chief Financial Officer (CFO) attended the meeting(s) by invitation. Role of Audit Committee of the Board can play an effective role in providing a bridge between Audit the Board and Management, Shareholders and other Stakeholders. The Board of Directors of Committee: Bangladesh National Insurance Company Limited recognized the importance of the Audit Committee. The Key role of the Committee is to assist the Board in discharging its responsibilities for financial and business discipline, financial reporting, corporate governance and internal control. The Following are the prime responsibilities for the Audit Committee. i) To evaluate Whether management is setting the appropriate compliance culture of internal control and ensuring that all employees have good understanding of their roles and responsibilities. ii) To review the existing risk management policies and procedures for ensuring an effective iii) internal check and control system. To review the financial statements and determine whether they are complete and consistent with the accounting standard set by the regulatory authorities. iv) To review the efficiency and effectiveness of internal audit function. v) To review the findings and recommendations made by the internal auditors for removing the irregularities detected. vi) To review the auditing performance of external auditors and their audit reports and recommending to the board for appointment or removal or external auditors. Activities: During the period under review, the committee, interalia, focused on the following activities: i) Reviewed quarterly financial statement of the company to measure the performance. ii) Reviewed significant internal audit findings and advised the management to rectify the deficiencies and improve operational performance and compliance. iii) The Audit Committee recommended strengthening of Internal Audit Department with Skill manpower to increase capacity and efficiency of the Audit Department iv) Reviewed and examined the Draft Annual Financial Statements 2015 made out in line with accounting standard set by the regulatory authorities and recommended to place the same before the Board for consideration. Acknowledge The audit committee would like to express their sincere thanks to the members of the Board, Ement: key management personnel, internal audit Division and all employees for their utmost co-operation extended by them. Mohammed Salim, FCMA Chairman Board Audit Committee 25

26 RESPONSIBILITY STATEMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER Including Duties as per Condition No. 6 of Corporate Governance Guidelines The Financial Statement are prepared in accordance with Bangladesh Accounting Standards issued by The Institute of Chartered Accountants of Bangladesh and in compliance with Insurance Act 2010, Company Act 1944, Securities and Exchange Rules 1987 and the Listing Regulations of the Dhaka and Chittagong Stock Exchanges. We are responsible for establishing and maintaining proper internal control system. We have designed such control or caused such control to be designed under our supervision, to ensure that material information relating to the Company is made known to us and for safeguarding the company s assets and preventing and detecting fraud and error. We have evaluated the effectiveness of the Company s internal control system are satisfied that the internal control system were effective as of the end of the period under review. Moreover significant estimates and accounting policies that involve a high degree of complexity and judgment were discussed with our external auditors and the audit committee of the Board. We certify to the Board that:- (i) We have reviewed financial statements for the year 2015 and that to the best of our knowledge and belief: (a) These statement do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (b) These statement represent a true and fair view of the Company s affairs and are in compliance with existing accounting standards and applicable (ii) There are, to the best ok knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violation of the company s code of conduct. Dated Dhaka, February 25, 2016 Mr. Mostafa Jasim Raihani Chief Financial Officer Md. Omar Farooq Chief Executive Officer (Acting) 26

27 Auditors Report to the shareholders Of Bangladesh National Insurance Company Limited We have audited the accompanying financial statements of Bangladesh National Insurance Company Limited (the company), which comprise the Statement of Financial Position as at December 31, 2015, and the related statement of profit or loss and other comprehensive income, other comprehensive income, Income Appropriation Account, Consolidated Revenue Account, Fire Insurance Revenue Account, Marine Cargo Insurance Revenue Account, Marine Hull Insurance Revenue Account, Motor Insurance Revenue Account, Miscellaneous Insurance Revenue Account, statement of Changes in Equity, Statement of Cash Flows for the year then ended, Form AA as at December 31, 2015 and a summary of significant accounting policies and other explanatory information disclosed in Notes 1 to 50 and Annexure-A to D. Management's Responsibility for the Financial Statements Management of the company is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS), and Insurance Act 2010, Insurance Rules 1958, SEC Rules 1987 and the Companies Act 1994 and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management of the company, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the Financial Statements present fairly in all material respects, the financial position of the company as at December 31, 2015 and their Financial Performance and Cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standard (BFRS), Insurance Act 2010, Insurance Rules 1958, SEC Rules 1987 and the Companies Act 1994 and comply with the other applicable laws and regulations. 27

28 We also report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof ; b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from our examination of those books ; c) the statement of Financial Position and statement of profit or loss and other Comprehensive Income and its Cash Flows dealt with by the report are in agreement with the books of accounts and drawn as per Insurance Act 2010 ; d) the expenditure incurred and payments made were for the purpose of the company s business ; e) as per section 63(2) of the Insurance Act 2010, as amended, we certify that to the best of our knowledge and belief and according to the information and explanations given to us, all expenses of management wherever incurred and incurred directly or indirectly in respect of insurance business of the company transacted in Bangladesh during the year under report have been duely debited to the related Revenue Accounts and the profit or loss and other Comprehensive Income of the company and ; f) as per section 59 (5), of the Insurance Act 2010 as emended rule 1958, we also certify that to the best of our information and as shown by its books, the company during the year under report has not paid to any person any commission in any form outside Bangladesh in respect of any of its business re- insured abroad. Dated : Dhaka February 25, 2016 Rahman Mostafa Alam & Co. Chartered Accountants 28