1.

Board’s size:-

According to the Sec-68 Board size should be not less than five and more than
twenty. NBL appropriately follow this rule. NBL has 14 Directors.

2. Independent Director :-

According to the Sec-1.2(i) “At least one tenth (1/10) of the total number of the
company's board of directors, minimum 1 should be an Independent Director.”
After survey we find that NBL appropriately follow this rules and regulation. It has
three independent directors.

3. Appointment of Independent Director:-

According to the Sec-1.2 (ii) “The independent director(s) should be appointed by

the elected directors.” But recently there is a little bit change and “that is the
independent director(s) should be appointed by the board of directors and
approved by the shareholders in the Annual General Meeting (AGM).” NBL follow
this rules in an appropriate way.
.

4. Chairman of the board and CEO:-

According to the Sec-1.3 “The positions of the Chairman of the Board and the
Chief Executive Officer of the companies should preferably be filled by different
individuals.” NBL appropriately follow this rules in an appropriate way. Their
Chairman and CEO are different.

5. Fairness of financial statements:-

According to the Sec-1.4(a) “The financial statements present fairly its operations
prepared by the management.” According to the report we can say that both NBL
follow the rules of fairness of financial statements in their financial statements.

6. Maintenance of proper books of accounts:-

According to the Sec-1.4(b) “Proper books of account of the issuer company

have been maintained.”According to the report on we can say that NBL follow the
rules of Maintenance of proper books of accounts. It has five statements in the
report.

7. Appropriate accounting policies:-

According to the Sec-1.4(c) “Appropriate accounting policies applied in

preparation of the financial statements and estimates are based on reasonable
judgment. “According to the report we can say that NBL follow the rules of
Maintenance of proper books of accounts.

8. Compliance with accounting standards:-

According to the Sec-1.4(d)”International Accounting Standards have been

followed in preparation of the financial statement. “According to the report we can
say that NBL follow International Accounting Standards like IAS, IFRS.

9. Soundness of internal control system:-

According to the Sec-1.4(e) “The system of internal control is sound in design,

effectively implemented and monitored.” According to the report we can say that
NBL has a soundness of internal control system. We have found that in this
report the CEO has given his report.

10. Abilities to continue as a going concern:-

According to the Sec-1.4(f) “There are no significant doubts upon the issuer
company's ability to continue as a going concern.” According to the report we can
say that the NBL has abilities to continue as a going concern.

11. Changes in operating results:-

According to the Sec-1.4(g) “Significant changes from last year operating results
should be highlighted and explained.” According to the report we can say that
NBL has the significant changes.

12. Financial data:-

According to the Sec-1.4(h) “Financial data of at least preceding three years

should be summarized.” According to the report we can say that NBL has
summarized there Financial data.

13. Declaration of Dividend:-

According to the Sec-1.4(i) “If the issuer company has not declared dividend for
the year, the reasons should be given.” According to the report we can say that
NBL summarized there reason in an appropriate form. NBL has declared
dividend as stock in 2015 and percentage is 15% and that was recommended by
the BOD.

14. Details of Board meeting:-

According to the Sec-1.4(j)”The number of Board meetings and attendance by

each director should be disclosed.”According to the report we have found that
NBL disclosed there Board meeting and attendance policy in an appropriate way.
15. Shareholding pattern

According to the Sec-1.4(k)”The pattern of shareholding should be reported to

disclose the aggregate number of shares.”According to the report we can say that
NBL disclosed it according to the rules.

16. Appointment

According to the Sec-2.1 “The Company should appoint a CFO, a Head of

Internal Audit and a Company Secretary and should clearly define their
respective roles.” According to the report we can say that NBL follow this in
an appropriate way.

17. Requirement to attendance Board meetings

According to the Sec-2.2“The CFO and the Company Secretary of the

companies should attend meetings of the BOD.”According to the report we
can say that NBL follow this in an appropriate way.

18. Constitution of Audit Committee

According to the Sec-3.1(i) “The Audit Committee should be composed of at

least 3 members.” According to the report we can say that NBL follow
Constitution of Audit Committee in an appropriate way. It has three audit
committee.

19. Inclusion of Independent Director on the Audit Committee

According to the Sec-3.1(ii) “The BOD should appoint members of the Audit
Committee who should be directors of the company and include at least one
independent director” According to the report we can say that NBL follow
Inclusion of Independent Director on the Audit Committee in an appropriate
way. We have found that there are two independent directors on the audit
committee.
20. Filling of casual vacancy in the audit committee

According to the Sec-3.1(iii) “In case of vacancy, BOD should appoint the
new committee member immediately not later than 1 (one) month from the
date of vacancy.” According to the report we have found that NBL follow the
Filling of casual vacancy in the audit committee in an appropriate way.

21. Chairman of the committee

According to the Sec-3.2(i) “The BOD should select one member of the Audit
Committee to be Chairman of the Audit Committee.” According to the report
we can say that NBL follow the Chairman of the committee in an appropriate
way.

22. Qualification of Chairman

According to the Sec-3.2. (ii) “The Chairman of the audit committee should
have a professional qualification or knowledge, understanding and
experience in accounting or finance.” According to the report we can say that
NBL follow the requirement of the qualification of chairman.

23. Reporting of the Board of Directors

According to the Sec-3.3.1, “The Audit Committee should report on its

activities to the Board of Directors, the Audit Committee should immediately
report to the Board of Directors on the following findings, if any Report on
conflicts of interests; Suspected or presumed fraud or irregularity or material
defect in the internal control system; Suspected infringement of laws,
including securities related laws, rules and regulations; and any other matter
which should be disclosed to the Board of Directors immediately” According
to the report we can say that NBL always Reporting of the Board of Directors
in a proper way.

24. Reporting to the concerned Authorities:-

 According to the Sec-3.3.2 “Audit Committee has reported to the BOD about
anything which has material impact on the financial condition and results of
operation.” According to the report we can say that NBL Audit Committee
always Reporting to the concerned authorities (BOD) in a proper way.

25. Reporting to the shareholders and general investors

According to the Sec-3.4 “Report on activities carried out by the Audit

Committee should be signed by the Chairman of the Audit Committee and
disclosed in the annual report.” According to the report we can say that NBL
always Reporting to the shareholders and general investors in a proper way.

26. External/Statutory auditors

According to the Sec-4 “The issuer company should not engage its
external /statutory auditors to perform the following services of the company;
namely appraisal or valuation services or fairness opinions; Financial
information systems design and implementation; Book-keeping or other
services related to the accounting records or financial statements; Broker-
dealer services; Actuarial services; Internal audit services; and Other service
that the Audit Committee determines. Based on audited repot it can be said
that NBL always do External/Statutory auditors in a proper way through
renowned audit company.

27. Reporting the compliance

According to the Sec-5 “The directors of the company shall state in the
directors’ report whether the company has complied with these conditions.”
According to the report we can say that NBL always do a Reporting the
compliance in a proper way through renowned audit company.
Penalty for Non Compliance:-

Based on audited report there is no penalty have seen. But any penalties
happen than both have a strong legal advisory service provider they basically
solve those problem when occurs.