Status of Compliance of
Corporate Governance
Status of
Compliance with the conditions imposed by the Commission's Notification No.
SEC/CMRRCD/ 2006-158/207/admin/80 dated 3 June, 2018 issued under section 2CC
of the Bangladesh Securities and Exchange Ordinance, 1969.
Report under Condition No. 9
Condition No. |
Title |
Compliance Status |
Remarks |
|
Complied |
Not Complied |
|||
1 |
Board
of Directors: |
|
|
|
1 (1) |
Size
of the Board of Director 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). |
✅ |
- |
16 |
1(2) |
Independent
Directors All
companies shall have effective representation of independent directors on
their Boards, so that the Board, as a group, includes core competencies
considered relevant in the context of each company; for this purpose, the
companies shall comply with the following: |
✓ |
|
02 |
1.(2)(a) |
At
least one-fifth (1/5) of the total number of directors in the company’s Board
shall be independent directors; any fraction shall be considered to the next
integer or whole number for calculating number of independent director(s); |
ü |
- |
Complied as per Insurance Act, 2010 |
1(2)(b) |
For
the purpose of this clause “independent director” means a director |
|
|
|
1(2)(b)(i) |
Who
either does not hold any share in the company or holds less than one percent
(1%) shares of the total paid-up shares of the company; |
ü |
- |
Not holding any shares of the company |
1(2)(b)(ii) |
Who
is not a sponsor of the company or is not connected with the company’s any
sponsor or director or nominated director or shareholder of the company or
any of its associates, sister concerns, subsidiaries and parents or holding
entities who holds one percent (1%) or more shares of the total paid-up
shares of the company on the basis of family relationship and his or her
family members also shall not hold above mentioned shares in the company:
Provided that spouse, son, daughter, father, mother, brother, sister,
son-in-law and daughter-in-law shall be considered as family members; |
ü |
- |
- |
1(2)(b)(iii) |
Who
has not been an executive of the company in immediately preceding 2 (two)
financial years; |
ü |
- |
- |
1(2)(b)(iv) |
Who
does not have any other relationship, whether pecuniary or otherwise, with
the company or its subsidiary or associated companies; |
ü |
- |
- |
1(2)(b)(v) |
Who
is not a member or TREC (Trading Right Entitlement Certificate) holder,
director or officer of any stock exchange; |
ü |
- |
- |
1(2)(b)(vi) |
Who
is not a shareholder, director excepting independent director or officer of
any member or TREC holder of stock exchange or an intermediary of the capital
market; |
ü |
- |
- |
1(2)(b)(vii) |
Who
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
or audit firm engaged in internal audit services or audit firm conducting
special audit or professional certifying compliance of this Code; |
ü |
- |
- |
1(2)(b)(viii) |
Who
is not independent director in more than 5 (five) listed companies; |
ü |
- |
- |
1(2)(b)(ix) |
Who
has not been convicted by a court of competent jurisdiction as a defaulter in
payment of any loan or any advance to a bank or a Non-Bank Financial
Institution (NBFI); and |
ü |
- |
- |
1(2)(b)(x) |
Who
has not been convicted for a criminal offence involving moral turpitude; |
ü |
- |
- |
1(2)(c) |
The
independent director(s) shall be appointed by the Board and approved by the
shareholders in the Annual General Meeting (AGM); |
ü |
- |
- |
1(2)(d) |
The
post of independent director(s) cannot remain vacant for more than 90
(ninety) days; and |
ü |
- |
- |
1(2)(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) tenure only: Provided
that a former independent director may be considered for reappointment for
another tenure after a time gap of one tenure, i.e., three years from his or
her completion of consecutive two tenures [i.e. six years]: Provided
further that the independent director shall not be subject to retirement by
rotation as per কোম্পানী
আইন, ১৯৯৪ (১৯৯৪ সনের ১৮ নং আইন) (Companies Act, 1994). Explanation:
For the purpose of counting tenure or term of independent director, any
partial term of tenure shall be deemed to be a full tenure. |
ü |
- |
- |
1(3) |
Qualification of Independent Director: |
|
|
|
1(3)(a) |
Independent
director shall be a knowledgeable individual with integrity who is able to
ensure compliance with financial laws, regulatory requirements and corporate
laws and can make meaningful contribution to the business; |
ü |
- |
- |
1(3)(b) |
Independent
director shall have following qualifications: |
ü |
- |
- |
1(3)(b)(i) |
Business
Leader who is or was a promoter or director of an unlisted company having
minimum paid-up capital of Tk. 100.00 million or any listed company or a
member of any national or international chamber of commerce or business
association; or |
ü |
- |
- |
1(3)(b)(ii) |
Corporate
Leader who is or was a top level executive not lower than Chief Executive
Officer or Managing Director or Deputy Managing Director or Chief Financial
Officer or Head of Finance or Accounts or Company Secretary or Head of
Internal Audit and Compliance or Head of Legal Service or a candidate with
equivalent position of an unlisted company having minimum paid-up capital of
Tk. 100.00 million or of a listed company; or Explanation:
Top level executive includes Managing Director (MD) or Chief Executive
Officer (CEO), Additional or Deputy Managing Director (AMD or DMD), Chief
Operating Officer (COO), Chief Financial Officer (CFO), Company Secretary
(CS), Head of Internal Audit and Compliance (HIAC), Head of Administration
and Human Resources or equivalent positions and same level or ranked or
salaried officials of the company. |
ü |
- |
N/A |
1(3)(b)(iii) |
Former
official of government or statutory or autonomous or regulatory body in the
position not below 5th Grade of the national pay scale, who has at least
educational background of bachelor degree in economics or commerce or
business or Law; or |
ü |
- |
N/A |
1(3)(b)(iv) |
University
Teacher who has educational background in Economics or Commerce or Business
Studies or Law; or |
ü |
- |
N/A |
1(3)(b)(v) |
Professional
who is or was an advocate practicing at least in the High Court Division of
Bangladesh Supreme Court or a Chartered Accountant or Cost and Management
Accountant or Chartered Financial Analyst or Chartered Certified Accountant
or Certified Public Accountant or Chartered Management Accountant or
Chartered Secretary or equivalent qualification; |
ü |
- |
- |
1(3)(c) |
The
independent director shall have at least 10 (ten) years of experiences in any
field mentioned in clause (b); |
ü |
- |
- |
1(3)(d) |
In
special cases, the above qualifications or experiences may be relaxed subject
to prior approval of the Commission. |
- |
- |
No
Such deviation occured |
1(4) |
Duality of Chairperson of the Board of Directors
and Managing Director or Chief Executive Officer: |
|
|
|
1(4)(a) |
The
positions of the Chairperson of the Board and the Managing Director (MD)
and/or Chief Executive Officer (CEO) of the company shall be filled by
different individuals |
ü |
- |
- |
1(4)(b) |
The
Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed
company shall not hold the same position in another listed company; |
ü |
- |
- |
1(4)(c) |
The
Chairperson of the Board shall be elected from among the non-executive
directors of the company; |
ü |
|
|
1(4)(d) |
The
Board shall clearly define respective roles and responsibilities of the
Chairperson and the Managing Director and/or Chief Executive Officer; |
ü |
- |
- |
1(4)(e) |
In
the absence of the Chairperson of the Board, the remaining members may elect
one of themselves from nonexecutive directors as Chairperson for that
particular Board’s meeting; the reason of absence of the regular Chairperson
shall be duly recorded in the minutes. |
- |
- |
No
Such deviation occured |
1(5) |
The Directors’ Report to Shareholders The
Board of the company shall include the following additional statements or
disclosures in the Directors’ Report prepared under section 184 of the
Companies Act, 1994 (Act No. XVIII of 1994): |
ü |
- |
- |
1(5)(i) |
An
industry outlook and possible future developments in the industry; |
ü |
- |
- |
1(5)(ii) |
The
segment-wise or product-wise performance; |
ü |
- |
- |
1(5)(iii) |
Risks
and concerns including internal and external risk factors, threat to
sustainability and negative impact on environment, if any; |
ü |
- |
- |
1(5)(iv) |
A
discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin,
where applicable; |
ü |
- |
- |
1(5)(v) |
A
discussion on continuity of any extraordinary activities and their
implications (gain or loss); |
- |
- |
No
such item exists |
1(5)(vi) |
A
detailed discussion on related party transactions along with a statement
showing amount, nature of related party, nature of transactions and basis of
transactions of all related party transactions; |
ü |
- |
- |
1(5)(vii) |
A
statement of utilization of proceeds raised through public issues, rights issues
and/or any other instruments; |
- |
- |
No
such item exists |
1(5)(viii) |
An
explanation if the financial results deteriorate after the company goes for
Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Share
Offer, Direct Listing, etc.; |
- |
- |
No
such event occurred |
1(5)(ix) |
An
explanation on any significant variance that occurs between Quarterly
Financial performances and Annual Financial Statements; |
- |
- |
No
such event occurred |
1(5)(x) |
A
statement of remuneration paid to the directors including independent
directors; |
ü |
- |
Provided in the Annual Report |
1(5)(xi) |
A
statement that 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; |
ü |
- |
- |
1(5)(xii) |
A
statement that proper books of account of the issuer company have been
maintained; |
ü |
- |
- |
1(5)(xiii) |
A
statement that 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; |
ü |
- |
- |
1(5)(xiv) |
A
statement that International Accounting Standards (IAS) or International
Financial Reporting Standards (IFRS), as applicable in Bangladesh, have been
followed in preparation of the financial statements and any departure there
from has been adequately disclosed; |
ü |
- |
- |
1(5)(xv) |
A
statement that the system of internal control is sound in design and has been
effectively implemented and monitored; |
ü |
- |
- |
1(5)(xvi) |
A
statement that minority shareholders have been protected from abusive actions
by, or in the interest of, controlling shareholders acting either directly or
indirectly and have effective means of redress; |
- |
- |
N/A |
1(5)(xvii) |
A
statement that there is no significant doubt 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 there of shall
be disclosed; |
ü |
- |
- |
1(5)(xviii) |
An
explanation that significant deviations from the last year’s operating
results of the issuer company shall be highlighted and the reasons thereof
shall be explained; |
- |
- |
N/A |
1(5)(xix) |
A
statement where key operating and financial data of at least preceding 5
(five) years shall be summarized; |
ü |
- |
- |
1(5)(xx) |
An
explanation on the reasons if the issuer company has not declared dividend
(cash or stock) for the year; |
- |
- |
N/A |
1(5)(xxi) |
Board’s
statement to the effect that no bonus share or stock dividend has been or
shall be declared as interim dividend; |
- |
- |
N/A |
1(5)(xxii) |
The
total number of Board meetings held during the year and attendance by each
director; |
ü |
- |
5 Meeting with 100% attendance |
1(5)(xxiii) |
A
report on the pattern of shareholding disclosing the aggregate number of
shares (along with name-wise details where stated below) held by: |
|
|
|
1(5)(xxiii)(a) |
Parent
or Subsidiary or Associated Companies and other related parties (name-wise
details); |
- |
- |
N/A |
1(5)(xxiii)(b) |
Directors,
Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of
Internal Audit and Compliance and their spouses and minor children (name-wise
details); |
ü |
- |
- |
1(5)(xxiii)(c) |
Executives;
and |
ü |
- |
- |
1(5)(xxiii)(d) |
Shareholders
holding ten percent (10%) or more voting interest in the company (name-wise
details); Explanation:
For the purpose of this clause, the expression “executive” means top 5 (five)
salaried employees of the company, other than the Directors, Chief Executive
Officer, Company Secretary, Chief Financial Officer and Head of Internal
Audit and Compliance |
- |
- |
N/A |
1(5)(xxiv) |
In
case of the appointment or reappointment of a director, a disclosure on the
following information to the shareholders: |
|
|
|
1(5)(xxiv)(a) |
A
brief resume of the director; |
ü |
- |
- |
1(5)(xxiv)(b) |
Nature
of his or her expertise in specific functional areas; and |
ü |
- |
- |
1(5)(xxiv)(c) |
Names
of companies in which the person also holds the directorship and the
membership of committees of the Board; |
ü |
- |
- |
1(5)(xxv) |
A
Management’s Discussion and Analysis signed by CEO or MD presenting detailed
analysis of the company’s position and operations along with a brief
discussion of changes in the financial statements, among others, focusing on: |
|
|
|
1(5)(xxv)(a) |
Accounting
policies and estimation for preparation of financial statements; |
ü |
- |
|
1(5)(xxv)(b) |
changes
in accounting policies and estimation, if any, clearly describing the effect
on financial performance or results and financial position as well as cash
flows in absolute figure for such changes; |
ü |
- |
- |
1(5)(xxv)(c) |
Comparative
analysis (including effects of inflation) of financial performance or results
and financial position as well as cash flows for current financial year with
immediate preceding five years explaining reasons thereof; |
ü |
- |
- |
1(5)(xxv)(d) |
Compare
such financial performance or results and financial position as well as cash
flows with the peer industry scenario; |
ü |
- |
- |
1(5)(xxv)(e) |
Briefly
explain the financial and economic scenario of the country and the globe; |
ü |
- |
- |
1(5)(xxv)(f) |
Risks
and concerns issues related to the financial statements, explaining such risk
and concerns mitigation plan of the company; and |
ü |
- |
- |
1(5)(xxv)(g) |
Future
plan or projection or forecast for company’s operation, performance and
financial position, with justification thereof, i.e., actual position shall
be explained to the shareholders in the next AGM; |
ü |
- |
- |
1(5)(xxvi) |
Declaration
or certification by the CEO and the CFO to the Board as required under
condition No. 3(3) shall be disclosed as per Annexure-A; and |
ü |
- |
- |
1(5)(xxvii) |
The
report as well as certificate regarding compliance of conditions of this Code
as required under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C. |
ü |
- |
- |
1(6) |
Meetings of the Board of Directors The
company shall conduct its Board meetings and record the minutes of the
meetings as well as keep required books and records in line with the
provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted
by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as
those standards are not inconsistent with any condition of this Code. |
ü |
- |
- |
1(7) |
Code of Conduct for the Chairperson, other Board
members and Chief Executive Officer |
ü |
- |
- |
1(7)(a) |
The
Board shall lay down a code of conduct, based on the recommendation of the
Nomination and Remuneration Committee (NRC) at condition No. 6, for the
Chairperson of the Board, other board members and Chief Executive Officer of
the company; |
ü |
- |
- |
1(7)(b) |
The
code of conduct as determined by the NRC shall be posted on the website of
the company including, among others, prudent conduct and behavior;
confidentiality; conflict of interest; compliance with laws, rules and
regulations; prohibition of insider trading; relationship with environment,
employees, customers and suppliers; and independency. |
ü |
- |
- |
2 |
Governance of Board of Directors of Subsidiary
Company. |
|
|
|
2(a) |
Provisions
relating to the composition of the Board of the holding company shall be made
applicable to the composition of the Board of the subsidiary company; |
- |
- |
N/A |
2(b) |
At
least 1 (one) independent director on the Board of the holding company shall
be a director on the Board of the subsidiary company; |
- |
- |
N/A |
2(c) |
The
minutes of the Board meeting of the subsidiary company shall be placed for
review at the following Board meeting of the holding company; |
- |
- |
N/A |
2(d) |
The
minutes of the respective Board meeting of the holding company shall state
that they have reviewed the affairs of the subsidiary company also; |
- |
- |
N/A |
2(e) |
The
Audit Committee of the holding company shall also review the financial
statements, in particular the investments made by the subsidiary company. |
- |
- |
N/A |
3 |
Managing Director (MD) or Chief Executive Officer
(CEO), Chief Financial Officer (CFO), Head of Internal Audit and Compliance
(HIAC) and Company Secretary (CS): |
|
|
|
3(1) |
Appointment |
|
|
|
3(1)(a) |
The
Board shall appoint a Managing Director (MD) or Chief Executive Officer
(CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head
of Internal Audit and Compliance (HIAC); |
ü |
- |
- |
3(1i)(b) |
The
positions of the Managing Director (MD) or Chief Executive Officer (CEO),
Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal
Audit and Compliance (HIAC) shall be filled by different individuals; |
ü |
- |
- |
3(1)(c) |
The
MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive
position in any other company at the same time; |
ü |
- |
- |
3(1)(d) |
The
Board shall clearly define respective roles, responsibilities and duties of
the CFO, the HIAC and the CS; |
ü |
- |
- |
3(1)(e) |
The
MD or CEO, CS, CFO and HIAC shall not be removed from their position without
approval of the Board as well as immediate dissemination to the Commission
and stock exchange(s). |
- |
- |
N/A |
3(2) |
Requirement to attend Board of Directors’
Meetings The
MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the
Board: Provided
that the CS, CFO and/or the HIAC shall not attend such part of a meeting of
the Board which involves consideration of an agenda item relating to their
personal matters. |
ü |
- |
- |
3(3) |
Duties of Managing Director (MD) or Chief
Executive Officer (CEO) and Chief Financial Officer (CFO) |
|
|
|
3(3)(a) |
The
MD or CEO and CFO shall certify to the Board that they have reviewed
financial statements for the year and that to the best of their knowledge and
belief: |
ü |
- |
- |
3(3)(a)(i) |
These
statements do not contain any materially untrue statement or omit any
material fact or contain statements that might be misleading; and |
ü |
- |
- |
3(3)(a)(ii) |
These
statements together present a true and fair view of the company’s affairs and
are in compliance with existing accounting standards and applicable laws; |
ü |
- |
- |
3(3)(b) |
The
MD or CEO and CFO shall also certify that there are, to the best of knowledge
and belief, no transactions entered into by the company during the year which
are fraudulent, illegal or in violation of the code of conduct for the
company’s Board or its members; |
ü |
- |
- |
3(3)(c) |
The
certification of the MD or CEO and CFO shall be disclosed in the Annual
Report. |
ü |
|
|
4 |
Board of Directors’ Committee: For
ensuring good governance in the company, the Board shall have at least
following sub-committees: |
|
|
|
4(i) |
Audit
Committee; and |
ü |
- |
- |
4(ii) |
Nomination
and Remuneration Committee. |
ü |
- |
- |
5 |
Audit Committee. |
|
|
|
5(1) |
Responsibility to the Board of Directors. |
|
|
|
5(1)(a) |
The
company shall have an Audit Committee as a subcommittee of the Board; |
ü |
- |
- |
5(1)(b) |
The
Audit Committee shall assist the Board in ensuring that the financial
statements reflect true and fair view of the state of affairs of the company
and in ensuring a good monitoring system within the business; |
ü |
- |
- |
5(1)(c) |
The
Audit Committee shall be responsible to the Board; the duties of the Audit
Committee shall be clearly set forth in writing. |
ü |
- |
- |
5(2) |
Constitution of the Audit Committee |
|
|
|
5(2)(a) |
The
Audit Committee shall be composed of at least 3 (three) members; |
ü |
- |
- |
5(2)(b) |
The Board shall appoint members of the Audit
Committee who shall be non-executive directors of the company excepting
Chairperson of the Board and shall include at least 1 (one) independent
director; |
ü |
- |
- |
5(2)(c) |
All members of the audit committee should be
“financially literate” and at least 1 (one) member shall have accounting or
related financial management background and 10 (ten) years of such
experience; Explanation: The term “financially literate” means the
ability to read and understand the financial statements like statement of
financial position, statement of comprehensive income, statement of changes
in equity and cash flows statement and a person will be considered to have
accounting or related financial management expertise if he or she possesses
professional qualification or Accounting or Finance graduate with at least 10
(ten) years of corporate management or professional experiences. |
ü |
- |
- |
5(2)(d) |
When the term of service of any Committee member
expires or there is any circumstance causing any Committee member to be
unable to hold office before expiration of the term of service, thus making
the number of the Committee members to be lower than the prescribed number of
3 (three) persons, the Board shall appoint the new Committee member to fill
up the vacancy immediately or not later than 1 (one) month from the date of
vacancy in the Committee to ensure continuity of the performance of work of
the Audit Committee; |
- |
- |
No such event occurred |
5(2)(e) |
The company secretary shall act as the secretary
of the Committee; |
ü |
- |
- |
5(2)(f) |
The quorum of the Audit Committee meeting shall
not constitute without at least 1 (one) independent director. |
ü |
- |
- |
5(3) |
Chairperson
of the Audit Committee |
|
|
|
5(3)(a) |
The Board shall select 1 (one) member of the
Audit Committee to be Chairperson of the Audit Committee, who shall be an
independent director; |
ü |
- |
- |
5(3)(b) |
In the absence of the Chairperson of the Audit
Committee, the remaining members may elect one of themselves as Chairperson
for that particular meeting, in that case there shall be no problem of
constituting a quorum as required under condition No. 5(4)(b) and the reason
of absence of the regular Chairperson shall be duly recorded in the minutes. |
- |
- |
No such event occurred |
5(3)(c) |
Chairperson of the Audit Committee shall remain
present in the Annual General Meeting (AGM): Provided that in absence of
Chairperson of the Audit Committee, any other member from the Audit Committee
shall be selected to be present in the annual general meeting (AGM) and
reason for absence of the Chairperson of the Audit Committee shall be
recorded in the minutes of the AGM. |
ü |
- |
- |
5(4) |
Meeting
of the Audit Committee |
|
|
|
5(4)(a) |
The Audit Committee shall conduct at least its
four meetings in a financial year: Provided that any emergency meeting in addition
to regular meeting may be convened at the request of any one of the members
of the Committee; |
ü |
- |
- |
5(4)(b) |
The
quorum of the meeting of the Audit Committee shall be constituted in presence
of either two members or two-third of the members of the Audit Committee,
whichever is higher, where presence of an independent director is a must. |
ü |
- |
- |
5(5) |
Role of Audit Committee The
Audit Committee shall: |
|
|
|
5(5)(a) |
Oversee
the financial reporting process; |
ü |
- |
- |
5(5)(b) |
Monitor
choice of accounting policies and principles; |
ü |
- |
- |
5(5)(c) |
Monitor
Internal Audit and Compliance process to ensure that it is adequately
resourced, including approval of the Internal Audit and Compliance Plan and
review of the Internal Audit and Compliance Report; |
ü |
- |
- |
5(5)(d) |
Oversee
hiring and performance of external auditors; |
ü |
- |
- |
5(5)(e) |
Hold
meeting with the external or statutory auditors for review of the annual
financial statements before submission to the Board for approval or adoption; |
ü |
- |
- |
5(5)(f) |
Review
along with the management, the annual financial statements before submission
to the Board for approval; |
ü |
- |
- |
5(5)(g) |
Review
along with the management, the quarterly and half yearly financial statements
before submission to the Board for approval; |
ü |
- |
- |
5(5)(h) |
Review
the adequacy of internal audit function; |
ü |
- |
- |
5(5)(i) |
Review
the Management’s Discussion and Analysis before disclosing in the Annual
Report; |
ü |
- |
- |
5(5)(j) |
Review
statement of all related party transactions submitted by the management; |
ü |
- |
- |
5(5)(k) |
Review
Management Letters or Letter of Internal Control weakness issued by statutory
auditors; |
ü |
- |
- |
5(5)(l) |
Oversee
the determination of audit fees based on scope and magnitude, level of
expertise deployed and time required for effective audit and evaluate the
performance of external auditors; and |
ü |
- |
- |
5(5)(m) |
Oversee
whether the proceeds raised through Initial Public Offering (IPO) or Repeat
Public Offering (RPO) or Rights Share Offer have been utilized as per the
purposes stated in relevant offer document or prospectus approved by the
Commission: Provided
that the management shall disclose to the Audit Committee about the uses or
applications of the proceeds 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: Provided
further that on an annual basis, the company shall prepare a statement of the
proceeds utilized for the purposes other than those stated in the offer
document or prospectus for publication in the Annual Report along with the
comments of the Audit Committee. |
- |
- |
N/A |
5(6) |
Reporting of the Audit Committee |
|
|
|
5(6)(a) |
Reporting to the Board of Directors |
|
|
|
5(6)(a)(i) |
The
Audit Committee shall report on its activities to the Board. |
ü |
- |
- |
5(6)(a)(ii) |
The
Audit Committee shall immediately report to the Board on the following
findings, if any: |
|
|
|
5(6)(a)(ii)(a) |
Report
on conflicts of interests; |
- |
- |
No such event occurred |
5(6)(a)(ii)(b) |
Suspected
or presumed fraud or irregularity or material defect identified in the
internal audit and compliance process or in the financial statements; |
- |
- |
No such event occurred |
5(6)(a)(ii)(c) |
Suspected
infringement of laws, regulatory compliances including securities related
laws, rules and regulations; and |
- |
- |
No such event occurred |
5(6)(a)(ii)(d) |
Any
other matter which the Audit Committee deems necessary shall be disclosed to
the Board immediately; |
- |
- |
No such event occurred |
5(6)(b) |
Reporting to the Authorities If
the Audit Committee has reported to the Board about anything which has
material impact on the financial condition and results of operation and has
discussed with the Board and the management that any rectification 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, upon reporting of such matters to the Board for three times or
completion of a period of 6 (six) months from the date of first reporting to
the Board, whichever is earlier. |
- |
- |
No such event occurred |
5(7) |
Reporting to the Shareholders and General
Investors Report
on activities carried out by the Audit Committee, including any report made
to the Board under condition No. 5(6)(a)(ii) above during the year, shall be
signed by the Chairperson of the Audit Committee and disclosed in the annual
report of the issuer company |
- |
- |
No such event occurred |
6 |
Nomination and Remuneration Committee (NRC). |
|
|
|
6(1) |
Responsibility to the Board of Directors |
|
|
|
6(1)(a) |
The
company shall have a Nomination and Remuneration Committee (NRC) as a
sub-committee of the Board; |
ü |
- |
- |
6(1)(b) |
The
NRC shall assist the Board in formulation of the nomination criteria or
policy for determining qualifications, positive attributes, experiences and
independence of directors and top level executive as well as a policy for
formal process of considering remuneration of directors, top level executive; |
ü |
- |
- |
6(1)(c) |
The
Terms of Reference (ToR) of the NRC shall be clearly set forth in writing
covering the areas stated at the condition No. 6(5)(b) |
ü |
- |
- |
6(2) |
Constitution of the NRC |
|
|
|
6(2)(a) |
The
Committee shall comprise of at least three members including an independent
director; |
ü |
- |
- |
6(2)(b) |
All
members of the Committee shall be non-executive directors; |
ü |
- |
- |
6(2)(c) |
Members
of the Committee shall be nominated and appointed by the Board; |
ü |
- |
- |
6(2)(d) |
The
Board shall have authority to remove and appoint any member of the Committee; |
ü |
- |
- |
6(2)(e) |
In
case of death, resignation, disqualification, or removal of any member of the
Committee or in any other cases of vacancies, the board shall fill the
vacancy within 180 (one hundred eighty) days of occurring such vacancy in the
Committee; |
ü |
- |
- |
6(2)(f) |
The
Chairperson of the Committee may appoint or co-opt any external expert and/or
member(s) of staff to the Committee as advisor who shall be non-voting
member, if the Chairperson feels that advice or suggestion from such external
expert and/or member(s) of staff shall be required or valuable for the
Committee; |
ü |
- |
- |
6(2)(g) |
The
company secretary shall act as the secretary of the Committee; |
ü |
- |
- |
6(2)(h) |
The
quorum of the NRC meeting shall not constitute without attendance of at least
an independent director; |
ü |
- |
- |
6(2)(i) |
No
member of the NRC shall receive, either directly or indirectly, any
remuneration for any advisory or consultancy role or otherwise, other than
Director’s fees or honorarium from the company. |
ü |
- |
- |
6(3) |
Chairperson of the NRC |
|
|
|
6(3)(a) |
The
Board shall select 1 (one) member of the NRC to be Chairperson of the
Committee, who shall be an independent director; |
ü |
- |
- |
6(3)(b) |
In
the absence of the Chairperson of the NRC, the remaining members may elect
one of themselves as Chairperson for that particular meeting, the reason of
absence of the regular Chairperson shall be duly recorded in the minutes; |
ü |
- |
- |
6(3)(c) |
The
Chairperson of the NRC shall attend the annual general meeting (AGM) to answer
the queries of the shareholders: Provided
that in absence of Chairperson of the NRC, any other member from the NRC
shall be selected to be present in the annual general meeting (AGM) for
answering the shareholder’s queries and reason for absence of the Chairperson
of the NRC shall be recorded in the minutes of the AGM. |
ü |
- |
- |
6(4) |
Meeting of the NRC |
|
|
|
6(4)(a) |
The
NRC shall conduct at least one meeting in a financial year; |
ü |
- |
- |
6(4)(b) |
The
Chairperson of the NRC may convene any emergency meeting upon request by any
member of the NRC; |
ü |
- |
- |
6(4)(c) |
The
quorum of the meeting of the NRC shall be constituted in presence of either
two members or two third of the members of the Committee, whichever is
higher, where presence of an independent director is must as required under
condition No. 6(2)(h); |
ü |
- |
- |
6(4)(d) |
The
proceedings of each meeting of the NRC shall duly be recorded in the minutes
and such minutes shall be confirmed in the next meeting of the NRC. |
ü |
- |
- |
6(5) |
Role of the NRC |
|
|
|
6(5)(a) |
NRC
shall be independent and responsible or accountable to the Board and to the
shareholders; |
ü |
- |
- |
6(5)(b) |
NRC
shall oversee, among others, the following matters and make report with
recommendation to the Board: |
ü |
- |
- |
6(5)(b)(i) |
Formulating
the criteria for determining qualifications, positive attributes and
independence of a director and recommend a policy to the Board, relating to
the remuneration of the directors, top level executive, considering the
following: |
ü |
- |
- |
6(5)(b)(i)(a) |
The
level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate suitable directors to run the company
successfully; |
ü |
- |
- |
6(5)(b)(i)(b) |
The
relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and |
ü |
- |
- |
6(5)(b)(i)(c) |
Remuneration
to directors, top level executive involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives
appropriate to the working of the company and its goals; |
ü |
- |
- |
6(5)(b)(ii) |
Devising
a policy on Board’s diversity taking into consideration age, gender,
experience, ethnicity, educational background and nationality; |
ü |
- |
- |
6(5)(b)(iii) |
Identifying
persons who are qualified to become directors and who may be appointed in top
level executive position in accordance with the criteria laid down, and
recommend their appointment and removal to the Board; |
ü |
- |
- |
6(5)(b)(iv) |
Formulating
the criteria for evaluation of performance of independent directors and the
Board; |
ü |
- |
- |
6(5)(b)(v) |
Identifying
the company’s needs for employees at different levels and determine their
selection, transfer or replacement and promotion criteria; and |
ü |
- |
- |
6(5)(b)vii) |
Developing,
recommending and reviewing annually the company’s human resources and
training policies; |
ü |
- |
- |
6(5)(c) |
The
company shall disclose the nomination and remuneration policy and the
evaluation criteria and activities of NRC during the year at a glance in its
annual report. |
ü |
- |
- |
7 |
External or Statutory Auditors. |
|
- |
- |
7(1) |
The
issuer company shall not engage its external or statutory auditors to perform
the following services of the company, namely:- |
ü |
- |
- |
7(1)(i) |
Appraisal
or valuation services or fairness opinions; |
ü |
- |
- |
7(1)(ii) |
Financial
information systems design and implementation; |
ü |
- |
- |
7(1)(iii) |
Book-keeping
or other services related to the accounting records or financial statements; |
ü |
- |
- |
7(1)(iv) |
Broker-dealer
services; |
ü |
- |
- |
7(1)(v) |
Actuarial
services; |
- |
- |
N/A |
7(1)(vi) |
Internal
audit services or special audit services; |
ü |
- |
- |
7(1)(vii) |
Any
service that the Audit Committee determines; |
ü |
- |
- |
7(1)(viii) |
Audit
or certification services on compliance of corporate governance as required
under condition No. 9(1); and |
ü |
- |
- |
7(1)(ix) |
Any
other service that creates conflict of interest. |
ü |
- |
- |
7(2) |
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; his or her family members also shall not hold any shares in
the said company: Provided
that spouse, son, daughter, father, mother, brother, sister, son-in-law and
daughter-in-law shall be considered as family members. |
ü |
- |
- |
7(3) |
Representative
of external or statutory auditors shall remain present in the Shareholders’
Meeting (Annual General Meeting or Extraordinary General Meeting) to answer
the queries of the shareholders. |
ü |
- |
- |
8 |
Maintaining a website by the Company: |
ü |
- |
- |
8(1) |
The
company shall have an official website linked with the website of the stock
exchange. |
ü |
- |
- |
8(2) |
The
company shall keep the website functional from the date of listing. |
ü |
- |
- |
8(3) |
The
company shall make available the detailed disclosures on its website as
required under the listing regulations of the concerned stock exchange(s). |
ü |
- |
- |
9 |
Reporting and Compliance of Corporate Governance: |
ü |
- |
- |
9(1) |
The
company shall obtain a certificate from a practicing Professional Accountant
or Secretary (Chartered Accountant or Cost and Management Accountant or
Chartered Secretary) other than its statutory auditors or audit firm on yearly
basis regarding compliance of conditions of Corporate Governance Code of the
Commission and shall such certificate shall be disclosed in the Annual
Report. Explanation:
“Chartered Accountant” means Chartered Accountant as defined in the
Bangladesh Chartered Accountants Order, 1973 (President’s Order No. 2 of
1973); “Cost and Management Accountant” means Cost and Management Accountant
as defined in the Cost and Management Accountants Ordinance, 1977 (Ordinance
No. LIII of 1977); “Chartered Secretary” means Chartered Secretary as defined
in the চাটার্ড
সেক্রেটারীজ
আইন,
২০১০
(২০১০
সনের
২৫
নং
আইন)
(Chartered Secretaries Act, 2010). |
ü |
- |
- |
9(2) |
The
professional who will provide the certificate on compliance of this Corporate
Governance Code shall be appointed by the shareholders in the annual general
meeting. |
- |
- |
Under process |
9(3) |
The
directors of the company shall state, in accordance with the Annexure-C attached, in the
directors’ report whether the company has complied with these conditions or
not. |
ü |
- |
- |