1. Board of Directors.

(1) Size of the Board of Directors

Corporate Governance Code: The total number of members of a company’s
Board of Directors (hereinafter referred to as “Board”) shall not be less than 5
(five) and more than 20 (twenty).

MIDAS Financial Ltd: Company has eleven(11) board of directors. Those are (
Ms. Rokia Afzal Rahman, Mr. M. Hafizuddin Khan, Mr. Ali Imam Majumder,
Mr. Siddiqur Rahman Choudhury, Mr. Abdul Karim, Mr. Mohammed Nasir
Uddin Chowdhury, Ms. Parveen Mahmud, FCA , Mr. S.M. Azad Hossain , Mr.
Md. Shamsul Alam ,Mr. Md. Shahedul Alam, Mr. Shafique-ul-Azam)

MIDAS Financial Ltd fulfill the requirements.

(2) Independent Directors

(a)Corporate Governance Code: At least one-fifth (1/5) of the total number of

directors in the company’s Board shall be independent directors.

MIDAS Financial Ltd: company has three(3) independent directors. Those are
(Mr. M. Hafizuddin Khan, Mr. Ali Imam Majumder, Mr. Siddiqur Rahman
Choudhury).

MIDAS Financial Ltd fulfill the requirements.

(b) Independent Director means:

Corporate Governance Code:

i. Who either does not hold any share in the company or hold less than one
percent (1%) shares of the total paid-up shares of the company
ii. Who is not a sponsor of the company and is not connected with the
company’s any sponsor or director or shareholder who holds 1% or more
shares of the total paid up shares of the company, and his/her family
members should not mention shares of the company
 iii. Who does not have any other relationship, whether pecuniary or, otherwise
with the company or its subsidiary/associate companies
iv. Who is not a member, director or officer of any Stock Exchange
v. Who is not a shareholder, director or officer of any member of Stock
vi. Exchange or an intermediary of the capital market
vii. Who is / was not a partner or an executive during the preceding 3 (three)
years of the concerned company’s statutory audit firm
viii. Who shall not be an Independent Director in more than 3 (three) listed
companie
ix. Who has not been convicted by a court of competent jurisdiction as a
defaulter in payment of any loan to a bank or a Non-Bank Financial
Institution (NBFI)
x. Who has not been convicted for a criminal offence involving moral turpitude

(c) The Independent Director(s) shall be appointed by the Board of Directors and
approved by the shareholders in the Annual General Meeting (AGM)

(d) The post of Independent Director(s) cannot remain vacant for more than 90
(ninety) days

(e) 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

MIDAS Financial Ltd: All of the three(3) independent directors. Those are (Mr.
M. Hafizuddin Khan, Mr. Ali Imam Majumder, Mr. Siddiqur Rahman
Choudhury).

(3) Qualification of Independent Director:

Corporate Governance Code:

i. 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

ii. The person should be a Business Leader/Corporate

Leader/Bureaucrat/University Teacher with Economics or Business Studies
 or Law background/Professional like Chartered Accountant, Cost &
Management Accountant, and Chartered Secretary. The Independent
Director must have at least 12 (twelve) years of corporate
management/professional experiences

iii. In special cases, the above qualifications may be relaxed subject to prior
approval of the Commission.

MIDAS Financial Ltd:

Mr. M. Hafizuddin Khan obtained Diploma in Development Finance from
the Birmingham University, UK. In 1964, he joined the government service
through the then Central Superior Service Examination in the Audit and
Accounts Cadre and spent twelve years in the Railway and Military Finance.
In 1977 he joined the Senior service Pool as Deputy Secretary to the
Government. Mr. Khan is a well-known reformer in administrative and
financial management
Mr. Siddiqur Rahman Choudhury, had his education in the University of
Dhaka, Sylhet Government College and in the Aided High School, Sylhet.
Besides 30 years of service in the government, Mr. Choudhury has a long
experience of serving in the Boards of a number of financial institutions. He
was Chairman of the Board of Directors of Agrani Bank, Sonali Bank (UK)
Limited. and Sadharan Bima Corporation.
Mr. Ali Imam Majumder obtained M.Sc. in Mathematics. He performed the
positions of Cabinet Secretary, Principal Secretary of Prime Minister’s
Office, Member, Planning Commission, Secretary, Ministry of Labour and
Employment, Additional Secretary, Ministry of Information, etc. Mr.
Majumder also acted as Chairman of the Board of Directors of the Sonali
Bank Limited and the Biman Bangladesh Airlines Limited.
All of them fulfill the qualifications of independent directors.

MIDAS Financial Ltd fulfill the requirements.