Alpha Credit Rating Limited adopts, publishes and adhere to the code of conduct for its operational procedures containing the following measures: (a) Quality of the Rating Process: 1. ACRL has established rating methodologies, with due approval of the Rating Committee, based on standards and procedures to meet the rating requirements for each industry or each type of financial instrument and disclosed the methodologies on its official website. The Rating Committee reviews the rating criteria, methodology and models at least once in every year and shall amend the rating methodology if necessary. 2. ACRL has formed Rating Committee with prior approval of the Commission. The rating committee is comprised of at least five members including two senior analysts having appropriate knowledge and experience. The Rating Committee has adequate access to information and authority to make independent decisions. The Chief Rating Officer (CRO) acts as an ex-officio member of the Rating Committee and the Compliance Officer (CO) acts as the secretary to the Rating Committee and is also be responsible for the regulatory compliance. 3. Credit rating performed by ACRL is assigned by the Rating Committee and not by any individual analyst. Rating Committee examines and reviews the analyst’s proposed rating thoroughly and announces the final rating. 4. ACRL ensures that it has and devotes sufficient number of rating analysts having sufficient and appropriate knowledge, skill, experience and access to sufficient quality information. If any rating involves a type of financial product with limited historical data, ACRL discloses the limitations in the rating report. 5. ACRL maintains sufficient internal records and proceedings of the Rating Committee meetings concerning its rating decisions for at least a period of five years after expiry of validity of the concerned rating in accordance with Regulations of Bangladesh Securities and Exchange Commission (BSEC). 6. The CEO, in consultation with the CRO shall structure rating teams composed of at least of two analysts having appropriate knowledge, skill and experience on relevant field. ACRL assigns an analyst to a certain area or industry for a minimum period in order to promote consistency in the rating evaluation. 7. In order to avoid issuing ratings on the basis of analysis or reports that contain misrepresentations or are otherwise misleading, an Internal Review Committee (IRC) comprising of appropriate professionals double checks the documents and information. ACRL follows the regulation set by Bangladesh Securities and Exchange Commission (BSEC) in this regard. (b) Monitoring and Updating: 1. Once a rating is assigned and announced, ACRL shall monitor on an ongoing basis any changes in the issuer’s/entity’s creditworthiness. The monitoring shall consist of a half yearly survey in case of ratings of issuers/entities. In case of instruments/issues, the monitoring shall be performed on quarterly basis. ACRL makes a rating available to the public through its official website. 2. Where a rating is provided only to its subscribers, ACRL will inform to its subscribers the results of aforementioned review rating including date of expired rating/rating validity. (c) Integrity of the rating process: 1. ACRL shall at all times exercise due diligence, ensure proper care and exercise independent professional judgment in order to achieve and maintain objectivity and independence in the rating process. ACRL and its employees shall comply with all the applicable laws, regulations and guidelines as time to time make applicable for them by the Commission 2. In implementing its rating process, ACRL and its employees shall act fairly, neutrally and honestly with the investors, issuers, other market participants and the public. ACRL shall establish an ethical standard and code of conduct for its employees and shall disclose it on its official website. 3. ACRL and its employees will not, either implicitly or explicitly, give any assurance or guarantee of a particular Credit Rating prior to the final rating assessment. 4. ACRL and its employees will not make a promise or threat about potential credit rating actions to influence rated entities or users of its credit ratings to pay for credit ratings or other services. 5. To prevent aggressive marketing or rating shopping for credit rating, ACRL will not engage in any form of arrangement or commitment or action or make agreement with any financial institution for conducting credit rating of its clients. The rating analysts or employees of credit rating division shall not be involved in marketing or negotiation of rating fees. (d) Independence and avoidance of conflicts of interest: 1. The Rating Committee of ACRL is independent in its rating decision-making and disregards any internal or external pressure or interference. The directors or shareholders of ACRL will not be a member of the Rating Committee and they shall not interfere in or influence over the activities and decisions of the Rating Committee. 2. ACRL and its analysts shall use care and professional judgment to maintain independence and objectivity. The credit rating department of ACRL will be independent from all other divisions in terms of information control and organization management. 3. ACRL, members of the Rating Committee and the rating analysts shall not engage themselves in any business, which may create conflict of interest. ACRL shall not perform the rating of any issuer/entity or issue, which has any relation with ACRL or its affiliates or its directors or shareholders or Rating Committee members or rating analysts. 4. To avoid conflict of interest and to ensure independence as described in the above mentioned clauses; ACRL shall take the following undertaking/declaration from each member of the Board of Directors and employees related to rating activities: i. Undertaking/Declaration in Form-III to be made by the member of Board of Directors on election and assumption of the position as the member of the Board of Directors. ii. Affidavit in Form-IV to be sworn in by the employee at the time of joining the service. iii. Undertaking/Declaration in Form-V by the employee to be made at the time of engagement in the Credit Rating Assessment for a particular entity. iv. Undertaking/Declaration in Form-VII to be made by the employees after the Credit Rating Assessment is completed (e) Procedures and Policies 1. ACRL has adopted written internal procedures and code of conduct to identify, eliminate and disclose any actual or potential conflicts of interest that may influence the opinions and analysis. 2. ACRL describes, in the rating agreement, general nature of its compensation arrangement with the rated entities/clients. (f) Analyst and employee independence: 1. ACRL’s employees shall not share any revenue of ACRL other than service benefits. Performance evaluation of the analysts shall be based upon the quality of analysis, degree of clarity and understandability of the analysts’ reports, fairness and integrity of their jobs. 2. ACRL will conduct formal and periodic reviews of its compensation policies and practices for its employees at least in every three years to ensure that these policies and practices do not compromise the objectivity of the credit rating process. 3. ACRL’s employees shall not solicit money, gifts or favors from anyone with whom the agency does business and shall not accept gifts offered in the form of cash or cash equivalents or any gifts exceeding a minimal monetary value. 4. In case any employee becomes involved in a personal relationship that creates an actual or potential conflict of interest will be required to disclose the relationship to the compliance officer. (g) ACRL’s Responsibilities to the Investment Public and Issuers/Entities/Issues: 1. Transparency and timeliness of ratings disclosure: i. ACRL will publish the rating in its official website it issues or updates a final rating or discontinue with a rating, except for private rating where there is contractual agreement with the issuer/entity not to do so. ii. ACRL shall disseminate the information of assignment or update or discontinuation of a rating assigned to a publicly listed company or any instrument of such a company to the Commission and the stock exchanges through a news release within one hour of such decision. 2. Treatment of confidential information: i. ACRL will adopt procedures and mechanisms to protect the confidential nature of information shared with them by issuers/entities under the terms of confidentiality agreement. ii. Every employee or analyst or member of Rating Committee or member of the Board of ACRL shall comply with the maintenance of secrecy as per section 19 of the Securities and Exchange Ordinance, 1969. 3. Disclosure and communication with market participants: ACRL shall publicly and prominently disclose free of charge on its website- i. code of conduct ii. Description of credit rating methodologies iii. ACRL’s historic performance data