Volume : XIX Issue : 1 January - March 2017

Independent Directors

Institute of Chartered Secretaries of Bangladesh (ICSB) established under an Institute of Act of Parliament i.e. Chartered Secretaries Act 2010 is the only recognized professional body in Bangladesh to develop, promote and regulate the Chartered profession of Chartered / Company Secretaries in Bangladesh. Secretaries of The affairs of the Institute of Chartered Secretaries of Bangladesh (ICSB) are Bangladesh managed by a Council consisting of thirteen elected members and five (ICSB) nominees of the Government. The major contribution of a Chartered Secretary is in the corporate sector. Chartered Secretary is a requisite qualification to become a Company Secretary. Company Secretary is an important professional, aiding the efficient management of the corporate sector. Company Secretary is a Statutory Officer under the Companies Act 1994. According to Bangladesh Securities and Exchange Commission (BSEC) all the listed companies should have a Company Secretary. Company Secretary is the compliance officer of the company, who has to interact, coordinate, integrate and cooperate with various other functional heads in a company.

Mohammad Sanaullah FCS : President THE COUNCIL Mohammad Bul Hassan FCS : Senior Vice President 2016-2019 Md. Selim Reza FCS : Vice President Nazmul Karim FCS : Treasurer Mohammad Asad Ullah FCS : Councilor Itrat Husain FCS : Councilor Md. Shahid Farooqui FCS : Councilor Safiar Rahman FCS : Councilor Md. Azizur Rahman FCS : Councilor A. K. M. Mushfiqur Rahman FCS : Councilor Gopal Chandra Debnath FCS : Councilor Md. Anwar Hossain Chowdhury FCS : Councilor Salim Ahmed FCS : Councilor Munshi Shafiul Haque, Additional Secretary (IIT), GoB : Councilor Md. Ekhlasur Rahman, Additional Secretary, GoB : Councilor Nasreen Begum, Additional Secretary, GoB : Councilor Prof. Md. Helal Uddin Nizami, Commissioner, BSEC : Councilor Md. Mosharraf Hossain, Registrar, RJSC, GoB : Councilor

Editor EDITORIAL Prof. Dr. Feroz I. Faruque FCS Members BOARD Itrat Husain FCS Bazlur Rahman Sikder FCS Kazi Ashiqur Rahman FCS Subash Chandra Moulick FCS Mohammad Shahajahan FCS Md. Shiful Islam ACS

For Students : per copy Tk. 100; per year Tk. 350 Subscription Others : per copy Tk. 150; per year Tk. 560 Rate

Design & Print IN THIS ISSUE

Editorial 3

Message from the President 4

Institute News 6

Glimpses of ICSB Picnic-2017 14

Standing and Sub Committees for 2016-2019 18 ARTICLES

Independent Director and its Practice - Mohammad Sanaullah FCS 25

Independent Director-A Misnomer! - Prof. Dr. Feroz I. Faruque FCS 29

Corporate Governance and the Role of Independent Directors in Bangladesh - Mohammad Shahajahan FCS 32

The views and opinions expressed in the articles published in Company Secretary as Independent Director this Journal are those of the writers only. - Bipul Kumar Bhowmik FCS 38 Published by Institute of Chartered Secretaries of Bangladesh (ICSB) Independent Director- Bangladesh Context (Established under Chartered Secretaries Act 2010 (Act No. 25 of 2010) - 1Prodip Kumar Roy FCS & 2Gourav Roy 41 Administrative Ministry Ministry of Commerce Independent Director in Context of Bangladesh Government of the People’s Republic of Bangladesh - An Empirical Investigation - Iftekhar Shahab Uddin 45 Institute Office Padma Life Tower (8th Floor) 115 Kazi Nazrul Islam Avenue Independent Director-Bangladesh Perspective Bangla Motor, GPO Box No. 3100 - Md. Anisur Rahman 49 Dhaka-1000, Bangladesh Phone : +88 02 933 9957, 933 4878, 933 6972, 831 5338 +88 02 4934 9578, 933 6901 (Extn.-101-108) Independent Director-An Independent Review Fax : +88 02 933 9957 - Munshi Abu Naim 52 Mobile : 01708 030804 E-mail : [email protected], [email protected] Corporate Watchdog Web : www.icsb.edu.bd - Role of Independent Director in Bangladesh - Munshi Fahima Rahman 55 Campus Padma Life Tower (7th Floor) 115 Kazi Nazrul Islam Avenue Board Effectiveness -A Collective Effort of the Bangla Motor, GPO Box No. 3100 Independent Director and Company Secretary - Razia Sultana Lubna 58 Dhaka-1000, Bangladesh EDITORIAL

How Independent are the this ‘Independent’ Directors! issue... n theory, a board of directors protects him or her left I the rights of shareholders. the board as a Independent directors are supposed to measure of how be just that ‘independent’-free to dissent that tie affects from a decision of the majority. The reality dissent. They is more complex. Directors are tied to one found that after another by business and social the chair left, connections, and their behavior often has board members as much to do with their relationships with were 58 one another. Scholars have studied how percent more boards work, but very little is known about likely to dissent than before. the decisions and performance of individual directors. Boards are black Generally the independent directors boxes, with debates going on behind appointed on the Boards are discoveries closed doors that rarely spill out into of the key person on the Board or the public. It is next to impossible to know promoters of the firm. This specially which board members are dissenting from applies to the private sector firms. These directors are brought on the platform to July-December 2016 the party line and which are following the

Volume : XIX Issue : 3 majority. fulfill the regulatory requirement for Board composition, and more so to support the

6th Convocation 2016 Social ties can be difficult to measure. views of promoters for getting their 6th National Convention 2016 Traditionally, researchers have attempted proposal approved by the Board. This to get a handle on this subjective factor phenomenon defeats the very purpose of by noting connections such as directors system of independent directors. It is not

3rd Corporate Governance Excellence Award, 2015 who come from the same city or attended easy for an Independent Director to the same school. But that fails to capture survive on a Board for a long time when the richness of social relations that his/her views are contradictory to the transcend such formal connections. In views of promoters. place of those markers, researchers-Ma and Khanna used a different proxy of looking at which chair appoints a director, assuming that a social tie must exist between the two. Then they measured Prof. Dr. Feroz I. Faruque FCS how the voting behavior of that director Editor changed when the chair who appointed

January - March 2017 3 MESSAGE FROM THE PRESIDENT

20th Anniversary of ICSB

ear Professional Colleagues, I am pleased to inform you that the Council of the institute has decided to celebrate the 20th D Personally, I believe every cloud has its silver Anniversary of ICSB. I would like to recall the sweet lining. The term of the present council began on memories of 1997 when 13 likeminded professionals a difficult note. But we lived up to our values, realized the importance of the Chartered Secretary profession and establish an Institute. I was fortunate continued our efforts towards excellence and earned to be one of the founder members, a budding the right to grow. Thanks to Almighty Allah and the Company Secretary at that time. We started at the enthusiastic involvement and contribution of our office of Mr. Muzaffar Ahmed, the founder President Members who helped to overcome all the odds and and then moved to a small office at Eskaton and finally we stepped into the new year of 2017. I am subsequently at kakrail with a big dream to happy to recall that the last quarter of the year materialize. I solemnly remember the contribution of ending 2016 witnessed some luminous and two of our veteran Members Late M. S. Alam Mia FCS memorable activities that acted as good branding and Late Anwarul Afzal FCS. The visionary leadership of the Founder Members paved the path of today’s and heightened our image as a professional Institute. ICSB. It was not an easy journey, sometime tiring and full of negative opinions from different corners, Strategic Planning Admission of Students in January-June 2017 (BSEC) at his new office premises recently and shared however, we were on target and kept trying to Session a few issues relating to the development of the achieve something meaningful. Therefore, ICSB The Council in its meeting held on March 13, 2017 profession of Chartered/Company Secretaries in Council is going to celebrate the 20th Anniversary in More emphasis has been given by the present approved an action plan to prepare the strategic plan Bangladesh among which recognition for Secretarial a colourful manner inviting corporate leaders, policy Council to increase the enrollment of the number of for ICSB for the meaningful growth of the Institute Standards published by the Council of ICSB and also makers, intellectuals to showcase our achievements students. You will be happy to know that in and profession as well. With this thinking in mind to incorporate those Secretarial Standards in the and future plans. January-June 2017 Session, enrollment of students Council has made few changes in the Standing Securities Law and Corporate Governance has been increased by around 25 % in comparison Committees to run the Institute effectively and Arrangement of Different Events with the average admission of the previous year. Guidelines. efficiently. I do believe that the team spirit is one of Within the last few months, we have arranged the important factors for any success. As the Management Development Program Meeting with the Secretary, Ministry of different events like Annual Picnic, International President I have tried my level best to engage the Commerce Mother Language Day Celebration and One of the important objectives of the Institute is to right person in the right place. The strategic moves Independence Day Celebration. Different Sub during the last quarter will put us on the fast track to Recently, a delegation of ICSB Council Members met develop the corporate people working in the grass Committees had put their best efforts to make the delivering on our responsibility. Mr. Shubhashish Bose, the newly appointed root of the corporate management. With this in mind events successful. In near future, we will have more Secretary in Charge, Ministry of Commerce, GoB at his the present Council took initiative to develop events to make the bondage stronger among ICSB Induction and Elevation of Members office at the Bangladesh Secretariat on March 14, corporate executives/staffs through various training family members. 2017. We emphasized on updating the Companies program. I personally believe that the upcoming It’s my pleasure to congratulate the newly elevated 3 Act in line with the demand of the corporate trainings will be instrumental for the interested Finally, I would like to thank the Journal and Publication Committee for their timely initiatives and (three) Fellow Members along with 58 (fifty eight) Bangladesh. The Hon’ble Secretary expressed his Members of the Institute as well as will contribute satisfaction on the activities of ICSB. He noted the passionate work to make the ICSB Journal on time. Qualified Chartered Secretaries who have been significantly for the professional development. points and assured that the Ministry will try to provide inducted as Associate Members of the Institute. It is Already, we have signed a MoU with the Power necessary supports to the Institute to make it a Wishing you all a very happy Bangla New Year 1424. an honor for me to welcome and embrace them Division of Ministry of Power, Energy & Mineral Centre of Excellence. whole heartedly. Being an inseparable part, it is you, Resources of the Government of Bangladesh to train May Allah always be with us. who, I believe, be the torch bearers of the Institute Meeting with the Chairman of BSEC up their company secretaries. I believe other shall win the marketplace, we must be the absolute Government and Non-Government organizations will best and that requires constant evaluation of our The ICSB delegation team also met Professor Dr. M. also come forward to have a mutual cooperation with profession. Most of all, it means being the best in the Khairul Hossain, Chairman and other high officials of ICSB in terms of sharing knowledge and expertise. corporate sector of Bangladesh. Bangladesh Securities and Exchange Commission

4 20th Anniversary of ICSB ear Professional Colleagues, More emphasis has been given I am pleased to inform you that the Council of the by the present Council to institute has decided to celebrate the 20th Personally, I believe every cloud has its silver increase the enrollment of the Anniversary of ICSB. I would like to recall the sweet lining. The term of the present council began on number of students. You will memories of 1997 when 13 likeminded professionals a difficult note. But we lived up to our values, be happy to know that in realized the importance of the Chartered Secretary profession and establish an Institute. I was fortunate continued our efforts towards excellence and earned January-June 2017 Session, to be one of the founder members, a budding the right to grow. Thanks to Almighty Allah and the enrollment of students has Company Secretary at that time. We started at the enthusiastic involvement and contribution of our been increased by around office of Mr. Muzaffar Ahmed, the founder President Members who helped to overcome all the odds and 25 % in comparison with the and then moved to a small office at Eskaton and finally we stepped into the new year of 2017. I am average admission of the subsequently at kakrail with a big dream to happy to recall that the last quarter of the year previous year. materialize. I solemnly remember the contribution of ending 2016 witnessed some luminous and two of our veteran Members Late M. S. Alam Mia FCS memorable activities that acted as good branding and Late Anwarul Afzal FCS. The visionary leadership of the Founder Members paved the path of today’s and heightened our image as a professional Institute. ICSB. It was not an easy journey, sometime tiring and full of negative opinions from different corners, Strategic Planning Admission of Students in January-June 2017 (BSEC) at his new office premises recently and shared however, we were on target and kept trying to Session a few issues relating to the development of the achieve something meaningful. Therefore, ICSB The Council in its meeting held on March 13, 2017 profession of Chartered/Company Secretaries in Council is going to celebrate the 20th Anniversary in More emphasis has been given by the present approved an action plan to prepare the strategic plan Bangladesh among which recognition for Secretarial a colourful manner inviting corporate leaders, policy Council to increase the enrollment of the number of for ICSB for the meaningful growth of the Institute Standards published by the Council of ICSB and also makers, intellectuals to showcase our achievements students. You will be happy to know that in and profession as well. With this thinking in mind to incorporate those Secretarial Standards in the and future plans. January-June 2017 Session, enrollment of students Council has made few changes in the Standing Securities Law and Corporate Governance has been increased by around 25 % in comparison Committees to run the Institute effectively and Arrangement of Different Events with the average admission of the previous year. Guidelines. efficiently. I do believe that the team spirit is one of Within the last few months, we have arranged the important factors for any success. As the Management Development Program Meeting with the Secretary, Ministry of different events like Annual Picnic, International President I have tried my level best to engage the Commerce Mother Language Day Celebration and One of the important objectives of the Institute is to right person in the right place. The strategic moves Independence Day Celebration. Different Sub during the last quarter will put us on the fast track to Recently, a delegation of ICSB Council Members met develop the corporate people working in the grass Committees had put their best efforts to make the delivering on our responsibility. Mr. Shubhashish Bose, the newly appointed root of the corporate management. With this in mind events successful. In near future, we will have more Secretary in Charge, Ministry of Commerce, GoB at his the present Council took initiative to develop events to make the bondage stronger among ICSB Induction and Elevation of Members office at the Bangladesh Secretariat on March 14, corporate executives/staffs through various training family members. 2017. We emphasized on updating the Companies program. I personally believe that the upcoming It’s my pleasure to congratulate the newly elevated 3 Act in line with the demand of the corporate trainings will be instrumental for the interested Finally, I would like to thank the Journal and Publication Committee for their timely initiatives and (three) Fellow Members along with 58 (fifty eight) Bangladesh. The Hon’ble Secretary expressed his Members of the Institute as well as will contribute satisfaction on the activities of ICSB. He noted the passionate work to make the ICSB Journal on time. Qualified Chartered Secretaries who have been significantly for the professional development. points and assured that the Ministry will try to provide inducted as Associate Members of the Institute. It is Already, we have signed a MoU with the Power necessary supports to the Institute to make it a Wishing you all a very happy Bangla New Year 1424. an honor for me to welcome and embrace them Division of Ministry of Power, Energy & Mineral Centre of Excellence. whole heartedly. Being an inseparable part, it is you, Resources of the Government of Bangladesh to train May Allah always be with us. who, I believe, be the torch bearers of the Institute Meeting with the Chairman of BSEC up their company secretaries. I believe other shall win the marketplace, we must be the absolute Government and Non-Government organizations will best and that requires constant evaluation of our The ICSB delegation team also met Professor Dr. M. also come forward to have a mutual cooperation with Mohammad Sanaullah FCS profession. Most of all, it means being the best in the Khairul Hossain, Chairman and other high officials of ICSB in terms of sharing knowledge and expertise. PRESIDENT corporate sector of Bangladesh. Bangladesh Securities and Exchange Commission

January - March 2017 5 INSTITUTE NEWS

January - March 2017 high Officials of Bangladesh governance in Corporate Sector of COMMEMORATION AT A good number of children RESULT OF THE Total successful in Executive Level 233, 236, 238, 239, 241, 243, 244, Securities and Exchange Bangladesh. Honorable Chairman THE INTERNATIONAL participated in the Art Competition CHARTERED SECRETARY - I is 50 only 245, 251, 256, 260, 271, 272, 278, he 1st quarter (January – and the Members of Executive Meetings of Sub Committees Commission (BSEC) at his office in also congratulated the newly MOTHER LANGUAGE DAY, and painted the touchy moments of EXAMINATION 283, 285, 288, 293, 294, 297, 298 March) of the year 2017 was Committee; Securities Commission Bhaban on elected Council Members of ICSB 21ST FEBRUARY the 1971 for which members feel b) Roll Number of the successful and 307 T eventful for the Institute. The following Sub-Committee candidates under C.S. Executive March 16, 2017. and expressed his hope that the proud. Many of the Members The Council of the Institute • The Council inducted Mr. Meetings were also held during the dynamic leadership of the present A good number of ICSB Members, become emotional to describe the announced the results of the Level - II are as follows: Total successful in Executive INTERNAL MEETINGS Mosharraf Hossain, Registrar of 1st quarter, 2017: The President of ICSB congratulated Council will uphold the image of the students and employees led by the brutality of the Pakistani Army while Chartered Secretary July – level- III is 29 only. Joint Stock Companies & Firms Honorable Chairman of BSEC for Institute. Senior Vice President, Mohammad sharing the experience of 1971 in this December Session-2016 127, 128, 129, 130, 131, 133, 134, 135, Council Meeting as a nominated member of the • Journal & Publication Sub shifting BSEC office to its own Bul Hassan FCS, and Syed occasion. examination held in January, 2017. 136, 138, 140, 141, 142, 144, 145, 147, d) Roll Number of the successful Registrar of Joint Stock Committee met on January 18, & premises. While discussing on Among the others Md. Selim Reza Moniruzzaman FCS, Chairman, 148, 152, 158, 159, 165, 166, 172, 173, candidates under C.S. During the 1st quarter, the Council Companies & Firms. March 18, 2017; different activities of the Institute, FCS, Vice President, Nazmul Karim Dhaka Regional Chapter Sub The President of the Institute, a) Roll Number of the successful 174, 175, 179, 181, 186, 187, 188, 191, Professional Level - I are as met on March 13, 2017 in which the the President of ICSB shared few FCS, Treasurer Md. Shahid Farooqui Committee of the Institute went to Mohammad Sanaullah FCS in his candidates under C.S. Executive 196, 198, 204, 205, 206, 208, 209 follows: following major decisions were Meetings of the Standing • Secretarial Practice Sub issues related to the development FCS, Council Member, Salim Ahmed the Martyr Monument (Shaheed speech recalls the Father of the Level - I are as follows: and 210. taken: Committees Committee met on January 28, of the profession of Chartered/ FCS, Council Member, Immediate Minar ) at Dhaka University campus Nation Bangabandhu Sheikh Mujibur 001, 003, 004, 006, 020, 021, 024, 2017; Company Secretaries in Bangladesh. Past Senior Vice President M. with flowers, garlands, banner and demonstrations at the 21st February, due respect to the martyrs who Rahman and his contribution for this 001, 004, 013, 017, 020, 025, 027, Total successful in Executive 027, 028, 029, 031, 032, 035, 036, • Approved the Results of different The following Standing Committee The President then handed over four Naseemul Hye FCS and few other festoon on 21st February, 2017 early 1952 in the then East Pakistan. brought to the world’s attention nation. He also urged the new 033, 034, 035, 036, 037, 038, 041, Level-II is 40 only. 038, 042, 046, 048, 051, 052, 054 levels of the Institute for Meetings were held during the 1st in the morning to commemorate the • Members’ Welfare and President of ICSB congratulated The delegates also include Secretarial Standards published by Senior Fellow Members of the The President in his speech according to the BSEC Corporate regarding the importance of mother generation to know the real history 043, 044, 045, 046, 047, 051, 053, and 063 July-December 2016 Session; quarter: Language Martyrs who sacrificed They solemnly placed the flowers, language for every nation. The 21st c) Roll Number of the successful Recreation Sub Committee met Honorable Secretary In-charge at Mohammad Bul Hassan FCS, Senior ICSB on Board Meeting, General Institute were also present during welcomes and appreciates the new Governance guidelines all the listed of the Liberation War of Bangladesh. 055, 058, 059, 060, 062,063, 064, their lives during the Bengla candidates under C.S. Executive on January 16, 2017; his office and sought support as a Vice President, Md. Selim Reza FCS, Meeting, Minutes and Dividend to the meeting. students for their decision to be companies require to have Company garlands on the altar of the Martyr of February is of special significance “The road to freedom for the people Total successful in Professional • Approved Annual Budget and • The Executive Committee Language Movement 066, 070, 079, 080, 087, 088, 089, Level – III are as follows: guardian of the Institute. He then Vice President, Itrat Husain FCS, the Chairman of BSEC and also enrolled in ICSB. He then highlighted Secretaries. “For being a successful Monument (Shaheed Minar) to pay to not only the people of Bangladesh of Bangladesh was arduous and level - I is 22 only. Plan for the year 2017; Meeting held on February 20, 090, 094, 103, 107, 108, 109, 110, 111, briefed the Secretary on recent Past President & Council Member, & requested to incorporate those INAGURATION OF the Chartered Secretary Profession Chartered Secretary, the students but also the whole world as it is now tortuous smeared with blood, toils 2017; • Company Law Review Sub 112, 113, 114, 115, 117, 123 and 125 217, 220, 223, 227, 229, 231, 232, activities of ICSB as a statuary body Salim Ahmed FCS, Council Member Secretarial Standards in the CHARTERED SECRETARY as a challenging and rewarding have to be more knowledgeable with observed as the International Mother and sacrifices. In the contemporary • Approved the selection of Committee met on January 28, under the Ministry of Commerce and of the Institute. Securities Law and Corporate 39TH BATCH OF STUDENTS profession in the contemporary wider outlook, as the upcoming Language Day recognized by the UN. history perhaps no nation paid as Faculty Members for the • Membership & Registration 2017; expected his guidance in the coming Governance Guidelines. socio economic condition of the decade is going to be the decade of dearly as the Bengalees did for their January-June, 2017 according to Committee Meeting held on days. The President particularly Meeting with Honourable An Orientation Programme was country. He also mentioned that knowledge and information,” he CELEBRATION OF THE liberation”, he added. the Faculty Selection Policy of January 4, 2017; • Information Technology Sub TH emphasized on updating the Chairman, Bangladesh The Honorable Chairman thanked organized for the newly enrolled there is a wide range of scope of this added. 46 INDEPENDENCE DAY ICSB; Committee met on March 6, Companies Act in line with the Securities and Exchange the President of ICSB along with his 39th Batch students of ICSB at the profession in Corporate AT ICSB PREMISES Among the others Mohammad Bul • The Education Committee 2017; demand of the corporate Commission (BSEC) Council and expressed his Campus of the Institute on February Management sector as there is a Safiar Rahman FCS, Chairman, Hassan FCS, Senior Vice President, • Decided to hold 20th Meeting held on February 9, Bangladesh. satisfaction over the activities of the 11, 2017. Mohammad Sanaullah FCS, great deficit of professionals and Education Committee, delivered the The 46th Independence Day of Md. Selim Reza FCS, Vice President, anniversary of the Institute on 2017 & March 11, 2017; • Project Development & The newly elected Council Members Institute. He assured that BSEC will President of the Institute formally there are more than 1.5 lakh address of welcome. He also Bangladesh is grandly celebrated at Nazmul Karim FCS, Treasurer, A. K. July 15, 2017 and formed a Implementation Sub Committee Honorable Secretary In charge of the Institute of Chartered provide necessary supports to inaugurated the Programme. companies registered in Registrar congratulated the students for the Conference Hall of the Institute M. Mushfiqur Rahman FCS, Council Special Committee under the • Examination Committee Meeting met on February 26, 2017; thanked the delegates and Secretaries of Bangladesh (ICSB) create more opportunities for the of Joint Stock Companies (RJSC) and choosing the profession of of Chartered Secretaries of Member, Salim Ahmed FCS, Council Chairmanship of the President held on January 28, 2017 & expressed his satisfaction on the led by its President Mohammad ICSB Members and for the Chartered Secretary. Bangladesh (ICSB) on March 26, Member, Syed Moniruzzaman FCS, including all the Chairmen of March 13, 2017. • Dhaka Regional Chapter Sub activities of ICSB. Appreciating the Sanaullah FCS met Professor Dr. M. development of the Chartered 2017 with due respect. An Art Chairman, Dhaka Regional Chapter different Standing Committees Committee met on January 16, role of ICSB in promoting Khairul Hossain, Chairman and other Secretary profession to ensure good A.K.M. Mushfiqur Rahman FCS, Competition for the children of the Sub Committee, Prof. Dr. Feroz Iqbal 2017, February 11, 2017 & March professionalism and development Council Member & Salim Ahmed Members of the Institute was also Faruque FCS, Ex- Senior Vice 11, 2017. of the Company Secretaries FCS, Council Member of the Institute organized to commemorate the President of the Institute were also also spoke on the occasion while martyrs who sacrificed their lives MEETINGS EXTERNAL profession in the country. Honorable present and spoke during the Secretary assured that the Ministry Nazmul Karim FCS, the Treasurer of during the War of Liberation in 1971. occasion. of Commerce will extend all out ICSB offered a vote of thanks. The programme was also followed Meeting with Honourable by showing a documentary on the Secretary In-charge, Ministry cooperation for further development A large number of Members along The Programme was ended with a War of Liberation, sharing of the of Commerce of the Chartered Secretaries with their spouses & children and profession in the country. The question & answer session wherein memories of 1971 by the Senior students of the Institute the queries of the new students on Members of the Institute and a Delegates of ICSB led by its Secretary In charge also participated the programme. relevant professional issues were cultural event of patriotic song and President Mohammad Sanaullah congratulated the newly elected lucidly answered. A good number of poetry recitation etc. The FCS met with Shubhashish Bose, the Council of ICSB and expressed his students attended the Programme programme was started with the newly appointed Secretary hope that the dynamic leadership with enthusiasm. recitation from the Holy Quaran. In-charge, Ministry of Commerce at of this Council will uphold the Mohammad Sanaullah FCS, his office at Bangladesh Secretariat Institute to a new height. The Council Meeting in Progress honourable President of the Institute on March 14, 2017. inaugurated the programme.

6 January - March 2017 « INSTITUTE NEWS

high Officials of Bangladesh governance in Corporate Sector of COMMEMORATION AT A good number of children RESULT OF THE Total successful in Executive Level 233, 236, 238, 239, 241, 243, 244, Securities and Exchange Bangladesh. Honorable Chairman THE INTERNATIONAL participated in the Art Competition CHARTERED SECRETARY - I is 50 only 245, 251, 256, 260, 271, 272, 278, he 1st quarter (January – and the Members of Executive Meetings of Sub Committees Commission (BSEC) at his office in also congratulated the newly MOTHER LANGUAGE DAY, and painted the touchy moments of EXAMINATION 283, 285, 288, 293, 294, 297, 298 March) of the year 2017 was Committee; Securities Commission Bhaban on elected Council Members of ICSB 21ST FEBRUARY the 1971 for which members feel b) Roll Number of the successful and 307 eventful for the Institute. The following Sub-Committee March 16, 2017. and expressed his hope that the proud. Many of the Members The Council of the Institute candidates under C.S. Executive • The Council inducted Mr. Meetings were also held during the dynamic leadership of the present A good number of ICSB Members, become emotional to describe the announced the results of the Level - II are as follows: Total successful in Executive INTERNAL MEETINGS Mosharraf Hossain, Registrar of 1st quarter, 2017: The President of ICSB congratulated Council will uphold the image of the students and employees led by the brutality of the Pakistani Army while Chartered Secretary July – level- III is 29 only. Joint Stock Companies & Firms Honorable Chairman of BSEC for Institute. Senior Vice President, Mohammad sharing the experience of 1971 in this December Session-2016 127, 128, 129, 130, 131, 133, 134, 135, Council Meeting as a nominated member of the • Journal & Publication Sub shifting BSEC office to its own Bul Hassan FCS, and Syed occasion. examination held in January, 2017. 136, 138, 140, 141, 142, 144, 145, 147, d) Roll Number of the successful Registrar of Joint Stock Committee met on January 18, & premises. While discussing on Among the others Md. Selim Reza Moniruzzaman FCS, Chairman, 148, 152, 158, 159, 165, 166, 172, 173, candidates under C.S. During the 1st quarter, the Council Companies & Firms. March 18, 2017; different activities of the Institute, FCS, Vice President, Nazmul Karim Dhaka Regional Chapter Sub The President of the Institute, a) Roll Number of the successful 174, 175, 179, 181, 186, 187, 188, 191, Professional Level - I are as met on March 13, 2017 in which the the President of ICSB shared few FCS, Treasurer Md. Shahid Farooqui Committee of the Institute went to Mohammad Sanaullah FCS in his candidates under C.S. Executive 196, 198, 204, 205, 206, 208, 209 follows: following major decisions were Meetings of the Standing • Secretarial Practice Sub issues related to the development FCS, Council Member, Salim Ahmed the Martyr Monument (Shaheed speech recalls the Father of the Level - I are as follows: and 210. taken: Committees Committee met on January 28, Meeting with Honourable of the profession of Chartered/ FCS, Council Member, Immediate Minar ) at Dhaka University campus Nation Bangabandhu Sheikh Mujibur 001, 003, 004, 006, 020, 021, 024, Secretary In-charge, Ministry of Commerce 2017; Company Secretaries in Bangladesh. Past Senior Vice President M. with flowers, garlands, banner and demonstrations at the 21st February, due respect to the martyrs who Rahman and his contribution for this 001, 004, 013, 017, 020, 025, 027, Total successful in Executive 027, 028, 029, 031, 032, 035, 036, • Approved the Results of different The following Standing Committee The President then handed over four Naseemul Hye FCS and few other festoon on 21st February, 2017 early 1952 in the then East Pakistan. brought to the world’s attention nation. He also urged the new 033, 034, 035, 036, 037, 038, 041, Level-II is 40 only. 038, 042, 046, 048, 051, 052, 054 levels of the Institute for Meetings were held during the 1st in the morning to commemorate the • Members’ Welfare and President of ICSB congratulated The delegates also include Secretarial Standards published by Senior Fellow Members of the The President in his speech according to the BSEC Corporate regarding the importance of mother generation to know the real history 043, 044, 045, 046, 047, 051, 053, and 063 July-December 2016 Session; quarter: Language Martyrs who sacrificed They solemnly placed the flowers, language for every nation. The 21st c) Roll Number of the successful Recreation Sub Committee met Honorable Secretary In-charge at Mohammad Bul Hassan FCS, Senior ICSB on Board Meeting, General Institute were also present during welcomes and appreciates the new Governance guidelines all the listed of the Liberation War of Bangladesh. 055, 058, 059, 060, 062,063, 064, their lives during the Bengla candidates under C.S. Executive on January 16, 2017; his office and sought support as a Vice President, Md. Selim Reza FCS, Meeting, Minutes and Dividend to the meeting. students for their decision to be companies require to have Company garlands on the altar of the Martyr of February is of special significance “The road to freedom for the people Total successful in Professional • Approved Annual Budget and • The Executive Committee Language Movement 066, 070, 079, 080, 087, 088, 089, Level – III are as follows: guardian of the Institute. He then Vice President, Itrat Husain FCS, the Chairman of BSEC and also enrolled in ICSB. He then highlighted Secretaries. “For being a successful Monument (Shaheed Minar) to pay to not only the people of Bangladesh of Bangladesh was arduous and level - I is 22 only. Plan for the year 2017; Meeting held on February 20, 090, 094, 103, 107, 108, 109, 110, 111, briefed the Secretary on recent Past President & Council Member, & requested to incorporate those INAGURATION OF the Chartered Secretary Profession Chartered Secretary, the students but also the whole world as it is now tortuous smeared with blood, toils 2017; • Company Law Review Sub 112, 113, 114, 115, 117, 123 and 125 217, 220, 223, 227, 229, 231, 232, activities of ICSB as a statuary body Salim Ahmed FCS, Council Member Secretarial Standards in the CHARTERED SECRETARY as a challenging and rewarding have to be more knowledgeable with observed as the International Mother and sacrifices. In the contemporary • Approved the selection of Committee met on January 28, under the Ministry of Commerce and of the Institute. Securities Law and Corporate 39TH BATCH OF STUDENTS profession in the contemporary wider outlook, as the upcoming Language Day recognized by the UN. history perhaps no nation paid as Faculty Members for the • Membership & Registration 2017; expected his guidance in the coming Governance Guidelines. socio economic condition of the decade is going to be the decade of dearly as the Bengalees did for their January-June, 2017 according to Committee Meeting held on days. The President particularly Meeting with Honourable An Orientation Programme was country. He also mentioned that knowledge and information,” he CELEBRATION OF THE liberation”, he added. the Faculty Selection Policy of January 4, 2017; • Information Technology Sub TH emphasized on updating the Chairman, Bangladesh The Honorable Chairman thanked organized for the newly enrolled there is a wide range of scope of this added. 46 INDEPENDENCE DAY ICSB; Committee met on March 6, Companies Act in line with the Securities and Exchange the President of ICSB along with his 39th Batch students of ICSB at the profession in Corporate AT ICSB PREMISES Among the others Mohammad Bul • The Education Committee 2017; demand of the corporate Commission (BSEC) Council and expressed his Campus of the Institute on February Management sector as there is a Safiar Rahman FCS, Chairman, Hassan FCS, Senior Vice President, • Decided to hold 20th Meeting held on February 9, Bangladesh. satisfaction over the activities of the 11, 2017. Mohammad Sanaullah FCS, great deficit of professionals and Education Committee, delivered the The 46th Independence Day of Md. Selim Reza FCS, Vice President, anniversary of the Institute on 2017 & March 11, 2017; • Project Development & The newly elected Council Members Institute. He assured that BSEC will President of the Institute formally there are more than 1.5 lakh address of welcome. He also Bangladesh is grandly celebrated at Nazmul Karim FCS, Treasurer, A. K. July 15, 2017 and formed a Implementation Sub Committee Honorable Secretary In charge of the Institute of Chartered provide necessary supports to inaugurated the Programme. companies registered in Registrar congratulated the students for the Conference Hall of the Institute M. Mushfiqur Rahman FCS, Council Special Committee under the • Examination Committee Meeting met on February 26, 2017; thanked the delegates and Secretaries of Bangladesh (ICSB) create more opportunities for the of Joint Stock Companies (RJSC) and choosing the profession of of Chartered Secretaries of Member, Salim Ahmed FCS, Council Chairmanship of the President held on January 28, 2017 & expressed his satisfaction on the led by its President Mohammad ICSB Members and for the Chartered Secretary. Bangladesh (ICSB) on March 26, Member, Syed Moniruzzaman FCS, including all the Chairmen of March 13, 2017. • Dhaka Regional Chapter Sub activities of ICSB. Appreciating the Sanaullah FCS met Professor Dr. M. development of the Chartered 2017 with due respect. An Art Chairman, Dhaka Regional Chapter different Standing Committees Committee met on January 16, role of ICSB in promoting Khairul Hossain, Chairman and other Secretary profession to ensure good A.K.M. Mushfiqur Rahman FCS, Competition for the children of the Sub Committee, Prof. Dr. Feroz Iqbal 2017, February 11, 2017 & March professionalism and development Council Member & Salim Ahmed Members of the Institute was also Faruque FCS, Ex- Senior Vice 11, 2017. of the Company Secretaries FCS, Council Member of the Institute organized to commemorate the President of the Institute were also also spoke on the occasion while martyrs who sacrificed their lives MEETINGS EXTERNAL profession in the country. Honorable present and spoke during the Secretary assured that the Ministry Nazmul Karim FCS, the Treasurer of during the War of Liberation in 1971. occasion. of Commerce will extend all out ICSB offered a vote of thanks. The programme was also followed Meeting with Honourable by showing a documentary on the Secretary In-charge, Ministry cooperation for further development A large number of Members along The Programme was ended with a War of Liberation, sharing of the of Commerce of the Chartered Secretaries with their spouses & children and profession in the country. The question & answer session wherein memories of 1971 by the Senior students of the Institute the queries of the new students on Members of the Institute and a Delegates of ICSB led by its Secretary In charge also participated the programme. relevant professional issues were cultural event of patriotic song and President Mohammad Sanaullah congratulated the newly elected lucidly answered. A good number of poetry recitation etc. The FCS met with Shubhashish Bose, the Council of ICSB and expressed his students attended the Programme programme was started with the newly appointed Secretary hope that the dynamic leadership with enthusiasm. recitation from the Holy Quaran. In-charge, Ministry of Commerce at of this Council will uphold the Mohammad Sanaullah FCS, his office at Bangladesh Secretariat Institute to a new height. ICSB President Congratulating honourable President of the Institute on March 14, 2017. the Chairman of BSEC with a Bouquet inaugurated the programme.

January - March 2017 7 « INSTITUTE NEWS

high Officials of Bangladesh governance in Corporate Sector of COMMEMORATION AT A good number of children RESULT OF THE Total successful in Executive Level 233, 236, 238, 239, 241, 243, 244, Securities and Exchange Bangladesh. Honorable Chairman THE INTERNATIONAL participated in the Art Competition CHARTERED SECRETARY - I is 50 only 245, 251, 256, 260, 271, 272, 278, he 1st quarter (January – and the Members of Executive Meetings of Sub Committees Commission (BSEC) at his office in also congratulated the newly MOTHER LANGUAGE DAY, and painted the touchy moments of EXAMINATION 283, 285, 288, 293, 294, 297, 298 March) of the year 2017 was Committee; Securities Commission Bhaban on elected Council Members of ICSB 21ST FEBRUARY the 1971 for which members feel b) Roll Number of the successful and 307 eventful for the Institute. The following Sub-Committee March 16, 2017. and expressed his hope that the proud. Many of the Members The Council of the Institute candidates under C.S. Executive • The Council inducted Mr. Meetings were also held during the dynamic leadership of the present A good number of ICSB Members, become emotional to describe the announced the results of the Level - II are as follows: Total successful in Executive INTERNAL MEETINGS Mosharraf Hossain, Registrar of 1st quarter, 2017: The President of ICSB congratulated Council will uphold the image of the students and employees led by the brutality of the Pakistani Army while Chartered Secretary July – level- III is 29 only. Joint Stock Companies & Firms Honorable Chairman of BSEC for Institute. Senior Vice President, Mohammad sharing the experience of 1971 in this December Session-2016 127, 128, 129, 130, 131, 133, 134, 135, Council Meeting as a nominated member of the • Journal & Publication Sub shifting BSEC office to its own Bul Hassan FCS, and Syed occasion. examination held in January, 2017. 136, 138, 140, 141, 142, 144, 145, 147, d) Roll Number of the successful Registrar of Joint Stock Committee met on January 18, & premises. While discussing on Among the others Md. Selim Reza Moniruzzaman FCS, Chairman, 148, 152, 158, 159, 165, 166, 172, 173, candidates under C.S. During the 1st quarter, the Council Companies & Firms. March 18, 2017; different activities of the Institute, FCS, Vice President, Nazmul Karim Dhaka Regional Chapter Sub The President of the Institute, a) Roll Number of the successful 174, 175, 179, 181, 186, 187, 188, 191, Professional Level - I are as met on March 13, 2017 in which the the President of ICSB shared few FCS, Treasurer Md. Shahid Farooqui Committee of the Institute went to Mohammad Sanaullah FCS in his candidates under C.S. Executive 196, 198, 204, 205, 206, 208, 209 follows: following major decisions were Meetings of the Standing • Secretarial Practice Sub issues related to the development FCS, Council Member, Salim Ahmed the Martyr Monument (Shaheed speech recalls the Father of the Level - I are as follows: and 210. taken: Committees Committee met on January 28, of the profession of Chartered/ FCS, Council Member, Immediate From the Left: A.K.M. Mushfiqur Rahman FCS, Namul Karim FCS, Minar ) at Dhaka University campus Nation Bangabandhu Sheikh Mujibur 001, 003, 004, 006, 020, 021, 024, Mohammad Sanaullah FCS, Safiar Rahman FCS and Salim Ahmed FCS 2017; Company Secretaries in Bangladesh. Past Senior Vice President M. with flowers, garlands, banner and demonstrations at the 21st February, due respect to the martyrs who Rahman and his contribution for this 001, 004, 013, 017, 020, 025, 027, Total successful in Executive 027, 028, 029, 031, 032, 035, 036, • Approved the Results of different The following Standing Committee The President then handed over four Naseemul Hye FCS and few other festoon on 21st February, 2017 early 1952 in the then East Pakistan. brought to the world’s attention nation. He also urged the new 033, 034, 035, 036, 037, 038, 041, Level-II is 40 only. 038, 042, 046, 048, 051, 052, 054 levels of the Institute for Meetings were held during the 1st in the morning to commemorate the • Members’ Welfare and President of ICSB congratulated The delegates also include Secretarial Standards published by Senior Fellow Members of the The President in his speech according to the BSEC Corporate regarding the importance of mother generation to know the real history 043, 044, 045, 046, 047, 051, 053, and 063 July-December 2016 Session; quarter: Language Martyrs who sacrificed They solemnly placed the flowers, language for every nation. The 21st c) Roll Number of the successful Recreation Sub Committee met Honorable Secretary In-charge at Mohammad Bul Hassan FCS, Senior ICSB on Board Meeting, General Institute were also present during welcomes and appreciates the new Governance guidelines all the listed of the Liberation War of Bangladesh. 055, 058, 059, 060, 062,063, 064, their lives during the Bengla candidates under C.S. Executive on January 16, 2017; his office and sought support as a Vice President, Md. Selim Reza FCS, Meeting, Minutes and Dividend to the meeting. students for their decision to be companies require to have Company garlands on the altar of the Martyr of February is of special significance “The road to freedom for the people Total successful in Professional • Approved Annual Budget and • The Executive Committee Language Movement 066, 070, 079, 080, 087, 088, 089, Level – III are as follows: guardian of the Institute. He then Vice President, Itrat Husain FCS, the Chairman of BSEC and also enrolled in ICSB. He then highlighted Secretaries. “For being a successful Monument (Shaheed Minar) to pay to not only the people of Bangladesh of Bangladesh was arduous and level - I is 22 only. Plan for the year 2017; Meeting held on February 20, 090, 094, 103, 107, 108, 109, 110, 111, briefed the Secretary on recent Past President & Council Member, & requested to incorporate those INAGURATION OF the Chartered Secretary Profession Chartered Secretary, the students but also the whole world as it is now tortuous smeared with blood, toils 2017; • Company Law Review Sub 112, 113, 114, 115, 117, 123 and 125 217, 220, 223, 227, 229, 231, 232, activities of ICSB as a statuary body Salim Ahmed FCS, Council Member Secretarial Standards in the CHARTERED SECRETARY as a challenging and rewarding have to be more knowledgeable with observed as the International Mother and sacrifices. In the contemporary • Approved the selection of Committee met on January 28, under the Ministry of Commerce and of the Institute. Securities Law and Corporate 39TH BATCH OF STUDENTS profession in the contemporary wider outlook, as the upcoming Language Day recognized by the UN. history perhaps no nation paid as Faculty Members for the • Membership & Registration 2017; expected his guidance in the coming Governance Guidelines. socio economic condition of the decade is going to be the decade of dearly as the Bengalees did for their January-June, 2017 according to Committee Meeting held on days. The President particularly Meeting with Honourable An Orientation Programme was country. He also mentioned that knowledge and information,” he CELEBRATION OF THE liberation”, he added. the Faculty Selection Policy of January 4, 2017; • Information Technology Sub TH emphasized on updating the Chairman, Bangladesh The Honorable Chairman thanked organized for the newly enrolled there is a wide range of scope of this added. 46 INDEPENDENCE DAY ICSB; Committee met on March 6, Companies Act in line with the Securities and Exchange the President of ICSB along with his 39th Batch students of ICSB at the profession in Corporate AT ICSB PREMISES Among the others Mohammad Bul • The Education Committee 2017; demand of the corporate Commission (BSEC) Council and expressed his Campus of the Institute on February Management sector as there is a Safiar Rahman FCS, Chairman, Hassan FCS, Senior Vice President, • Decided to hold 20th Meeting held on February 9, Bangladesh. satisfaction over the activities of the 11, 2017. Mohammad Sanaullah FCS, great deficit of professionals and Education Committee, delivered the The 46th Independence Day of Md. Selim Reza FCS, Vice President, anniversary of the Institute on 2017 & March 11, 2017; • Project Development & The newly elected Council Members Institute. He assured that BSEC will President of the Institute formally there are more than 1.5 lakh address of welcome. He also Bangladesh is grandly celebrated at Nazmul Karim FCS, Treasurer, A. K. July 15, 2017 and formed a Implementation Sub Committee Honorable Secretary In charge of the Institute of Chartered provide necessary supports to inaugurated the Programme. companies registered in Registrar congratulated the students for the Conference Hall of the Institute M. Mushfiqur Rahman FCS, Council Special Committee under the • Examination Committee Meeting met on February 26, 2017; thanked the delegates and Secretaries of Bangladesh (ICSB) create more opportunities for the of Joint Stock Companies (RJSC) and choosing the profession of of Chartered Secretaries of Member, Salim Ahmed FCS, Council Chairmanship of the President held on January 28, 2017 & expressed his satisfaction on the led by its President Mohammad ICSB Members and for the Chartered Secretary. Bangladesh (ICSB) on March 26, Member, Syed Moniruzzaman FCS, including all the Chairmen of March 13, 2017. • Dhaka Regional Chapter Sub activities of ICSB. Appreciating the Sanaullah FCS met Professor Dr. M. development of the Chartered 2017 with due respect. An Art Chairman, Dhaka Regional Chapter different Standing Committees Committee met on January 16, role of ICSB in promoting Khairul Hossain, Chairman and other Secretary profession to ensure good A.K.M. Mushfiqur Rahman FCS, Competition for the children of the Sub Committee, Prof. Dr. Feroz Iqbal 2017, February 11, 2017 & March professionalism and development Council Member & Salim Ahmed Members of the Institute was also Faruque FCS, Ex- Senior Vice 11, 2017. of the Company Secretaries FCS, Council Member of the Institute organized to commemorate the President of the Institute were also also spoke on the occasion while martyrs who sacrificed their lives MEETINGS EXTERNAL profession in the country. Honorable present and spoke during the Secretary assured that the Ministry Nazmul Karim FCS, the Treasurer of during the War of Liberation in 1971. occasion. of Commerce will extend all out ICSB offered a vote of thanks. The programme was also followed Meeting with Honourable by showing a documentary on the Secretary In-charge, Ministry cooperation for further development A large number of Members along The Programme was ended with a War of Liberation, sharing of the of Commerce of the Chartered Secretaries with their spouses & children and profession in the country. The question & answer session wherein memories of 1971 by the Senior students of the Institute the queries of the new students on Members of the Institute and a Delegates of ICSB led by its Secretary In charge also participated the programme. relevant professional issues were cultural event of patriotic song and President Mohammad Sanaullah congratulated the newly elected lucidly answered. A good number of poetry recitation etc. The FCS met with Shubhashish Bose, the Council of ICSB and expressed his Students of the 39th Batch at their students attended the Programme programme was started with the newly appointed Secretary hope that the dynamic leadership Orientation Programme at the ICSB Premises with enthusiasm. recitation from the Holy Quaran. In-charge, Ministry of Commerce at of this Council will uphold the Mohammad Sanaullah FCS, his office at Bangladesh Secretariat Institute to a new height. honourable President of the Institute on March 14, 2017. inaugurated the programme.

8 January - March 2017 « INSTITUTE NEWS

high Officials of Bangladesh governance in Corporate Sector of COMMEMORATION AT A good number of children RESULT OF THE Total successful in Executive Level 233, 236, 238, 239, 241, 243, 244, Securities and Exchange Bangladesh. Honorable Chairman THE INTERNATIONAL participated in the Art Competition CHARTERED SECRETARY - I is 50 only 245, 251, 256, 260, 271, 272, 278, he 1st quarter (January – and the Members of Executive Meetings of Sub Committees Commission (BSEC) at his office in also congratulated the newly MOTHER LANGUAGE DAY, and painted the touchy moments of EXAMINATION 283, 285, 288, 293, 294, 297, 298 March) of the year 2017 was Committee; Securities Commission Bhaban on elected Council Members of ICSB 21ST FEBRUARY the 1971 for which members feel b) Roll Number of the successful and 307 eventful for the Institute. The following Sub-Committee March 16, 2017. and expressed his hope that the proud. Many of the Members The Council of the Institute candidates under C.S. Executive • The Council inducted Mr. Meetings were also held during the dynamic leadership of the present A good number of ICSB Members, become emotional to describe the announced the results of the Level - II are as follows: Total successful in Executive INTERNAL MEETINGS Mosharraf Hossain, Registrar of 1st quarter, 2017: The President of ICSB congratulated Council will uphold the image of the students and employees led by the brutality of the Pakistani Army while Chartered Secretary July – level- III is 29 only. Joint Stock Companies & Firms Honorable Chairman of BSEC for Institute. Senior Vice President, Mohammad sharing the experience of 1971 in this December Session-2016 127, 128, 129, 130, 131, 133, 134, 135, Council Meeting as a nominated member of the • Journal & Publication Sub shifting BSEC office to its own Bul Hassan FCS, and Syed occasion. examination held in January, 2017. 136, 138, 140, 141, 142, 144, 145, 147, d) Roll Number of the successful Registrar of Joint Stock Committee met on January 18, & premises. While discussing on Among the others Md. Selim Reza Moniruzzaman FCS, Chairman, 148, 152, 158, 159, 165, 166, 172, 173, candidates under C.S. During the 1st quarter, the Council Companies & Firms. March 18, 2017; different activities of the Institute, FCS, Vice President, Nazmul Karim Dhaka Regional Chapter Sub The President of the Institute, a) Roll Number of the successful 174, 175, 179, 181, 186, 187, 188, 191, Professional Level - I are as met on March 13, 2017 in which the the President of ICSB shared few FCS, Treasurer Md. Shahid Farooqui Committee of the Institute went to Mohammad Sanaullah FCS in his candidates under C.S. Executive 196, 198, 204, 205, 206, 208, 209 follows: following major decisions were Meetings of the Standing • Secretarial Practice Sub issues related to the development FCS, Council Member, Salim Ahmed the Martyr Monument (Shaheed speech recalls the Father of the Level - I are as follows: and 210. taken: Committees Committee met on January 28, of the profession of Chartered/ FCS, Council Member, Immediate Minar ) at Dhaka University campus Nation Bangabandhu Sheikh Mujibur 001, 003, 004, 006, 020, 021, 024, 2017; Company Secretaries in Bangladesh. Past Senior Vice President M. with flowers, garlands, banner and demonstrations at the 21st February, due respect to the martyrs who Rahman and his contribution for this 001, 004, 013, 017, 020, 025, 027, Total successful in Executive 027, 028, 029, 031, 032, 035, 036, • Approved the Results of different The following Standing Committee The President then handed over four Naseemul Hye FCS and few other festoon on 21st February, 2017 early 1952 in the then East Pakistan. brought to the world’s attention nation. He also urged the new 033, 034, 035, 036, 037, 038, 041, Level-II is 40 only. 038, 042, 046, 048, 051, 052, 054 levels of the Institute for Meetings were held during the 1st in the morning to commemorate the • Members’ Welfare and President of ICSB congratulated The delegates also include Secretarial Standards published by Senior Fellow Members of the The President in his speech according to the BSEC Corporate regarding the importance of mother generation to know the real history 043, 044, 045, 046, 047, 051, 053, and 063 July-December 2016 Session; quarter: Language Martyrs who sacrificed They solemnly placed the flowers, language for every nation. The 21st c) Roll Number of the successful Recreation Sub Committee met Honorable Secretary In-charge at Mohammad Bul Hassan FCS, Senior ICSB on Board Meeting, General Institute were also present during welcomes and appreciates the new Governance guidelines all the listed of the Liberation War of Bangladesh. 055, 058, 059, 060, 062,063, 064, their lives during the Bengla candidates under C.S. Executive on January 16, 2017; his office and sought support as a Vice President, Md. Selim Reza FCS, Meeting, Minutes and Dividend to the meeting. students for their decision to be companies require to have Company garlands on the altar of the Martyr of February is of special significance “The road to freedom for the people Total successful in Professional • Approved Annual Budget and • The Executive Committee Language Movement 066, 070, 079, 080, 087, 088, 089, Level – III are as follows: guardian of the Institute. He then Vice President, Itrat Husain FCS, the Chairman of BSEC and also enrolled in ICSB. He then highlighted Secretaries. “For being a successful Monument (Shaheed Minar) to pay to not only the people of Bangladesh of Bangladesh was arduous and level - I is 22 only. Plan for the year 2017; Meeting held on February 20, 090, 094, 103, 107, 108, 109, 110, 111, briefed the Secretary on recent Past President & Council Member, & requested to incorporate those INAGURATION OF the Chartered Secretary Profession Chartered Secretary, the students but also the whole world as it is now tortuous smeared with blood, toils 2017; • Company Law Review Sub 112, 113, 114, 115, 117, 123 and 125 217, 220, 223, 227, 229, 231, 232, activities of ICSB as a statuary body Salim Ahmed FCS, Council Member Secretarial Standards in the CHARTERED SECRETARY as a challenging and rewarding have to be more knowledgeable with observed as the International Mother and sacrifices. In the contemporary • Approved the selection of Committee met on January 28, under the Ministry of Commerce and of the Institute. Securities Law and Corporate 39TH BATCH OF STUDENTS profession in the contemporary wider outlook, as the upcoming Language Day recognized by the UN. history perhaps no nation paid as Faculty Members for the • Membership & Registration 2017; expected his guidance in the coming Governance Guidelines. socio economic condition of the decade is going to be the decade of dearly as the Bengalees did for their January-June, 2017 according to Committee Meeting held on days. The President particularly Meeting with Honourable An Orientation Programme was country. He also mentioned that knowledge and information,” he CELEBRATION OF THE liberation”, he added. the Faculty Selection Policy of January 4, 2017; • Information Technology Sub TH emphasized on updating the Chairman, Bangladesh The Honorable Chairman thanked organized for the newly enrolled there is a wide range of scope of this added. 46 INDEPENDENCE DAY ICSB; Committee met on March 6, Companies Act in line with the Securities and Exchange the President of ICSB along with his 39th Batch students of ICSB at the profession in Corporate AT ICSB PREMISES Among the others Mohammad Bul • The Education Committee 2017; demand of the corporate Commission (BSEC) Council and expressed his Campus of the Institute on February Management sector as there is a Safiar Rahman FCS, Chairman, Hassan FCS, Senior Vice President, • Decided to hold 20th Meeting held on February 9, Bangladesh. satisfaction over the activities of the 11, 2017. Mohammad Sanaullah FCS, great deficit of professionals and Education Committee, delivered the The 46th Independence Day of Md. Selim Reza FCS, Vice President, anniversary of the Institute on 2017 & March 11, 2017; • Project Development & The newly elected Council Members Institute. He assured that BSEC will President of the Institute formally there are more than 1.5 lakh address of welcome. He also Bangladesh is grandly celebrated at Nazmul Karim FCS, Treasurer, A. K. July 15, 2017 and formed a Implementation Sub Committee Honorable Secretary In charge of the Institute of Chartered provide necessary supports to inaugurated the Programme. companies registered in Registrar congratulated the students for the Conference Hall of the Institute M. Mushfiqur Rahman FCS, Council Special Committee under the • Examination Committee Meeting met on February 26, 2017; thanked the delegates and Secretaries of Bangladesh (ICSB) create more opportunities for the of Joint Stock Companies (RJSC) and choosing the profession of of Chartered Secretaries of Member, Salim Ahmed FCS, Council Chairmanship of the President held on January 28, 2017 & expressed his satisfaction on the led by its President Mohammad ICSB Members and for the Chartered Secretary. Bangladesh (ICSB) on March 26, Member, Syed Moniruzzaman FCS, including all the Chairmen of March 13, 2017. • Dhaka Regional Chapter Sub activities of ICSB. Appreciating the Sanaullah FCS met Professor Dr. M. development of the Chartered 2017 with due respect. An Art Chairman, Dhaka Regional Chapter different Standing Committees Committee met on January 16, role of ICSB in promoting Khairul Hossain, Chairman and other Secretary profession to ensure good A.K.M. Mushfiqur Rahman FCS, Competition for the children of the Sub Committee, Prof. Dr. Feroz Iqbal 2017, February 11, 2017 & March professionalism and development Council Member & Salim Ahmed Members of the Institute was also Faruque FCS, Ex- Senior Vice 11, 2017. of the Company Secretaries FCS, Council Member of the Institute organized to commemorate the President of the Institute were also also spoke on the occasion while martyrs who sacrificed their lives MEETINGS EXTERNAL profession in the country. Honorable present and spoke during the Secretary assured that the Ministry Nazmul Karim FCS, the Treasurer of during the War of Liberation in 1971. occasion. of Commerce will extend all out ICSB offered a vote of thanks. The programme was also followed Meeting with Honourable by showing a documentary on the Secretary In-charge, Ministry cooperation for further development A large number of Members along The Programme was ended with a War of Liberation, sharing of the of Commerce of the Chartered Secretaries with their spouses & children and profession in the country. The question & answer session wherein memories of 1971 by the Senior students of the Institute the queries of the new students on Members of the Institute and a Delegates of ICSB led by its Secretary In charge also participated the programme. relevant professional issues were cultural event of patriotic song and President Mohammad Sanaullah congratulated the newly elected lucidly answered. A good number of poetry recitation etc. The FCS met with Shubhashish Bose, the Council of ICSB and expressed his students attended the Programme programme was started with the newly appointed Secretary hope that the dynamic leadership with enthusiasm. recitation from the Holy Quaran. In-charge, Ministry of Commerce at of this Council will uphold the Mohammad Sanaullah FCS, his office at Bangladesh Secretariat Institute to a new height. honourable President of the Institute on March 14, 2017. inaugurated the programme.

January - March 2017 9 « INSTITUTE NEWS

high Officials of Bangladesh governance in Corporate Sector of COMMEMORATION AT A good number of children RESULT OF THE Total successful in Executive Level 233, 236, 238, 239, 241, 243, 244, Securities and Exchange Bangladesh. Honorable Chairman THE INTERNATIONAL participated in the Art Competition CHARTERED SECRETARY - I is 50 only 245, 251, 256, 260, 271, 272, 278, he 1st quarter (January – and the Members of Executive Meetings of Sub Committees Commission (BSEC) at his office in also congratulated the newly MOTHER LANGUAGE DAY, and painted the touchy moments of EXAMINATION 283, 285, 288, 293, 294, 297, 298 March) of the year 2017 was Committee; Securities Commission Bhaban on elected Council Members of ICSB 21ST FEBRUARY the 1971 for which members feel b) Roll Number of the successful and 307 eventful for the Institute. The following Sub-Committee March 16, 2017. and expressed his hope that the proud. Many of the Members The Council of the Institute candidates under C.S. Executive • The Council inducted Mr. Meetings were also held during the dynamic leadership of the present A good number of ICSB Members, become emotional to describe the announced the results of the Level - II are as follows: Total successful in Executive INTERNAL MEETINGS Mosharraf Hossain, Registrar of 1st quarter, 2017: The President of ICSB congratulated Council will uphold the image of the students and employees led by the brutality of the Pakistani Army while Chartered Secretary July – level- III is 29 only. Joint Stock Companies & Firms Honorable Chairman of BSEC for Institute. Senior Vice President, Mohammad sharing the experience of 1971 in this December Session-2016 127, 128, 129, 130, 131, 133, 134, 135, Council Meeting as a nominated member of the • Journal & Publication Sub shifting BSEC office to its own Bul Hassan FCS, and Syed occasion. examination held in January, 2017. 136, 138, 140, 141, 142, 144, 145, 147, d) Roll Number of the successful Registrar of Joint Stock Committee met on January 18, & premises. While discussing on Among the others Md. Selim Reza Moniruzzaman FCS, Chairman, 148, 152, 158, 159, 165, 166, 172, 173, candidates under C.S. During the 1st quarter, the Council Companies & Firms. March 18, 2017; different activities of the Institute, FCS, Vice President, Nazmul Karim Dhaka Regional Chapter Sub The President of the Institute, a) Roll Number of the successful 174, 175, 179, 181, 186, 187, 188, 191, Professional Level - I are as met on March 13, 2017 in which the From the left- Treasurer, Vice President, President, the President of ICSB shared few FCS, Treasurer Md. Shahid Farooqui Committee of the Institute went to Mohammad Sanaullah FCS in his candidates under C.S. Executive 196, 198, 204, 205, 206, 208, 209 follows: following major decisions were Meetings of the Standing Senior Vice President & Chairman, DRC Sub Committee of the Institute • Secretarial Practice Sub issues related to the development FCS, Council Member, Salim Ahmed the Martyr Monument (Shaheed speech recalls the Father of the Level - I are as follows: and 210. taken: Committees Committee met on January 28, of the profession of Chartered/ FCS, Council Member, Immediate Minar ) at Dhaka University campus Nation Bangabandhu Sheikh Mujibur 001, 003, 004, 006, 020, 021, 024, 2017; Company Secretaries in Bangladesh. Past Senior Vice President M. with flowers, garlands, banner and demonstrations at the 21st February, due respect to the martyrs who Rahman and his contribution for this 001, 004, 013, 017, 020, 025, 027, Total successful in Executive 027, 028, 029, 031, 032, 035, 036, • Approved the Results of different The following Standing Committee The President then handed over four Naseemul Hye FCS and few other festoon on 21st February, 2017 early 1952 in the then East Pakistan. brought to the world’s attention nation. He also urged the new 033, 034, 035, 036, 037, 038, 041, Level-II is 40 only. 038, 042, 046, 048, 051, 052, 054 levels of the Institute for Meetings were held during the 1st in the morning to commemorate the • Members’ Welfare and President of ICSB congratulated The delegates also include Secretarial Standards published by Senior Fellow Members of the The President in his speech according to the BSEC Corporate regarding the importance of mother generation to know the real history 043, 044, 045, 046, 047, 051, 053, and 063 July-December 2016 Session; quarter: Language Martyrs who sacrificed They solemnly placed the flowers, language for every nation. The 21st c) Roll Number of the successful Recreation Sub Committee met Honorable Secretary In-charge at Mohammad Bul Hassan FCS, Senior ICSB on Board Meeting, General Institute were also present during welcomes and appreciates the new Governance guidelines all the listed of the Liberation War of Bangladesh. 055, 058, 059, 060, 062,063, 064, their lives during the Bengla candidates under C.S. Executive on January 16, 2017; his office and sought support as a Vice President, Md. Selim Reza FCS, Meeting, Minutes and Dividend to the meeting. students for their decision to be companies require to have Company garlands on the altar of the Martyr of February is of special significance “The road to freedom for the people Total successful in Professional • Approved Annual Budget and • The Executive Committee Language Movement 066, 070, 079, 080, 087, 088, 089, Level – III are as follows: guardian of the Institute. He then Vice President, Itrat Husain FCS, the Chairman of BSEC and also enrolled in ICSB. He then highlighted Secretaries. “For being a successful Monument (Shaheed Minar) to pay to not only the people of Bangladesh of Bangladesh was arduous and level - I is 22 only. Plan for the year 2017; Meeting held on February 20, 090, 094, 103, 107, 108, 109, 110, 111, briefed the Secretary on recent Past President & Council Member, & requested to incorporate those INAGURATION OF the Chartered Secretary Profession Chartered Secretary, the students but also the whole world as it is now tortuous smeared with blood, toils 2017; • Company Law Review Sub 112, 113, 114, 115, 117, 123 and 125 217, 220, 223, 227, 229, 231, 232, activities of ICSB as a statuary body Salim Ahmed FCS, Council Member Secretarial Standards in the CHARTERED SECRETARY as a challenging and rewarding have to be more knowledgeable with observed as the International Mother and sacrifices. In the contemporary • Approved the selection of Committee met on January 28, under the Ministry of Commerce and of the Institute. Securities Law and Corporate 39TH BATCH OF STUDENTS profession in the contemporary wider outlook, as the upcoming Language Day recognized by the UN. history perhaps no nation paid as Faculty Members for the • Membership & Registration 2017; expected his guidance in the coming Governance Guidelines. socio economic condition of the decade is going to be the decade of dearly as the Bengalees did for their January-June, 2017 according to Committee Meeting held on Documentary on the Liberation War days. The President particularly Meeting with Honourable An Orientation Programme was country. He also mentioned that knowledge and information,” he CELEBRATION OF THE liberation”, he added. the Faculty Selection Policy of January 4, 2017; • Information Technology Sub TH emphasized on updating the Chairman, Bangladesh The Honorable Chairman thanked organized for the newly enrolled there is a wide range of scope of this added. 46 INDEPENDENCE DAY ICSB; Committee met on March 6, Companies Act in line with the Securities and Exchange the President of ICSB along with his 39th Batch students of ICSB at the profession in Corporate AT ICSB PREMISES Among the others Mohammad Bul • The Education Committee 2017; demand of the corporate Commission (BSEC) Council and expressed his Campus of the Institute on February Management sector as there is a Safiar Rahman FCS, Chairman, Hassan FCS, Senior Vice President, • Decided to hold 20th Meeting held on February 9, Bangladesh. satisfaction over the activities of the 11, 2017. Mohammad Sanaullah FCS, great deficit of professionals and Education Committee, delivered the The 46th Independence Day of Md. Selim Reza FCS, Vice President, anniversary of the Institute on 2017 & March 11, 2017; • Project Development & The newly elected Council Members Institute. He assured that BSEC will President of the Institute formally there are more than 1.5 lakh address of welcome. He also Bangladesh is grandly celebrated at Nazmul Karim FCS, Treasurer, A. K. July 15, 2017 and formed a Implementation Sub Committee Honorable Secretary In charge of the Institute of Chartered provide necessary supports to inaugurated the Programme. companies registered in Registrar congratulated the students for the Conference Hall of the Institute M. Mushfiqur Rahman FCS, Council Special Committee under the • Examination Committee Meeting met on February 26, 2017; thanked the delegates and Secretaries of Bangladesh (ICSB) create more opportunities for the of Joint Stock Companies (RJSC) and choosing the profession of of Chartered Secretaries of Member, Salim Ahmed FCS, Council Chairmanship of the President held on January 28, 2017 & expressed his satisfaction on the led by its President Mohammad ICSB Members and for the Chartered Secretary. Bangladesh (ICSB) on March 26, Member, Syed Moniruzzaman FCS, including all the Chairmen of March 13, 2017. • Dhaka Regional Chapter Sub activities of ICSB. Appreciating the Sanaullah FCS met Professor Dr. M. development of the Chartered 2017 with due respect. An Art Chairman, Dhaka Regional Chapter different Standing Committees Committee met on January 16, role of ICSB in promoting Khairul Hossain, Chairman and other Secretary profession to ensure good A.K.M. Mushfiqur Rahman FCS, Competition for the children of the Sub Committee, Prof. Dr. Feroz Iqbal 2017, February 11, 2017 & March professionalism and development Council Member & Salim Ahmed Members of the Institute was also Faruque FCS, Ex- Senior Vice 11, 2017. of the Company Secretaries FCS, Council Member of the Institute organized to commemorate the President of the Institute were also profession in the country. Honorable also spoke on the occasion while martyrs who sacrificed their lives present and spoke during the MEETINGS EXTERNAL ICSB President Handing over the Prize of Art Competition Secretary assured that the Ministry Nazmul Karim FCS, the Treasurer of during the War of Liberation in 1971. occasion. of Commerce will extend all out ICSB offered a vote of thanks. The programme was also followed Meeting with Honourable by showing a documentary on the Secretary In-charge, Ministry cooperation for further development A large number of Members along The Programme was ended with a War of Liberation, sharing of the of Commerce of the Chartered Secretaries with their spouses & children and profession in the country. The question & answer session wherein memories of 1971 by the Senior students of the Institute the queries of the new students on Members of the Institute and a Delegates of ICSB led by its Secretary In charge also participated the programme. relevant professional issues were cultural event of patriotic song and President Mohammad Sanaullah congratulated the newly elected lucidly answered. A good number of poetry recitation etc. The FCS met with Shubhashish Bose, the Council of ICSB and expressed his students attended the Programme programme was started with the newly appointed Secretary hope that the dynamic leadership with enthusiasm. recitation from the Holy Quaran. In-charge, Ministry of Commerce at of this Council will uphold the Mohammad Sanaullah FCS, his office at Bangladesh Secretariat Institute to a new height. honourable President of the Institute on March 14, 2017. inaugurated the programme. Vice President of ICSB Singing a Patriotic Song

10 January - March 2017 « INSTITUTE NEWS

high Officials of Bangladesh governance in Corporate Sector of COMMEMORATION AT A good number of children RESULT OF THE Total successful in Executive Level 233, 236, 238, 239, 241, 243, 244, Securities and Exchange Bangladesh. Honorable Chairman THE INTERNATIONAL participated in the Art Competition CHARTERED SECRETARY - I is 50 only 245, 251, 256, 260, 271, 272, 278, he 1st quarter (January – and the Members of Executive Meetings of Sub Committees Commission (BSEC) at his office in also congratulated the newly MOTHER LANGUAGE DAY, and painted the touchy moments of EXAMINATION 283, 285, 288, 293, 294, 297, 298 March) of the year 2017 was Committee; Securities Commission Bhaban on elected Council Members of ICSB 21ST FEBRUARY the 1971 for which members feel b) Roll Number of the successful and 307 eventful for the Institute. The following Sub-Committee March 16, 2017. and expressed his hope that the proud. Many of the Members The Council of the Institute candidates under C.S. Executive • The Council inducted Mr. Meetings were also held during the dynamic leadership of the present A good number of ICSB Members, become emotional to describe the announced the results of the Level - II are as follows: Total successful in Executive INTERNAL MEETINGS Mosharraf Hossain, Registrar of 1st quarter, 2017: The President of ICSB congratulated Council will uphold the image of the students and employees led by the brutality of the Pakistani Army while Chartered Secretary July – level- III is 29 only. Joint Stock Companies & Firms Honorable Chairman of BSEC for Institute. Senior Vice President, Mohammad sharing the experience of 1971 in this December Session-2016 127, 128, 129, 130, 131, 133, 134, 135, Council Meeting as a nominated member of the • Journal & Publication Sub shifting BSEC office to its own Bul Hassan FCS, and Syed occasion. examination held in January, 2017. 136, 138, 140, 141, 142, 144, 145, 147, d) Roll Number of the successful Registrar of Joint Stock Committee met on January 18, & premises. While discussing on Among the others Md. Selim Reza Moniruzzaman FCS, Chairman, 148, 152, 158, 159, 165, 166, 172, 173, candidates under C.S. During the 1st quarter, the Council Companies & Firms. March 18, 2017; different activities of the Institute, FCS, Vice President, Nazmul Karim Dhaka Regional Chapter Sub The President of the Institute, a) Roll Number of the successful 174, 175, 179, 181, 186, 187, 188, 191, Professional Level - I are as met on March 13, 2017 in which the the President of ICSB shared few FCS, Treasurer Md. Shahid Farooqui Committee of the Institute went to Mohammad Sanaullah FCS in his candidates under C.S. Executive 196, 198, 204, 205, 206, 208, 209 follows: following major decisions were Meetings of the Standing • Secretarial Practice Sub issues related to the development FCS, Council Member, Salim Ahmed the Martyr Monument (Shaheed speech recalls the Father of the Level - I are as follows: and 210. taken: Committees Committee met on January 28, of the profession of Chartered/ FCS, Council Member, Immediate Minar ) at Dhaka University campus Nation Bangabandhu Sheikh Mujibur 001, 003, 004, 006, 020, 021, 024, 2017; Company Secretaries in Bangladesh. Past Senior Vice President M. with flowers, garlands, banner and demonstrations at the 21st February, due respect to the martyrs who Rahman and his contribution for this 001, 004, 013, 017, 020, 025, 027, Total successful in Executive 027, 028, 029, 031, 032, 035, 036, • Approved the Results of different The following Standing Committee The President then handed over four Naseemul Hye FCS and few other festoon on 21st February, 2017 early 1952 in the then East Pakistan. brought to the world’s attention nation. He also urged the new 033, 034, 035, 036, 037, 038, 041, Level-II is 40 only. 038, 042, 046, 048, 051, 052, 054 levels of the Institute for Meetings were held during the 1st in the morning to commemorate the • Members’ Welfare and President of ICSB congratulated The delegates also include Secretarial Standards published by Senior Fellow Members of the The President in his speech according to the BSEC Corporate regarding the importance of mother generation to know the real history 043, 044, 045, 046, 047, 051, 053, and 063 July-December 2016 Session; quarter: Language Martyrs who sacrificed They solemnly placed the flowers, language for every nation. The 21st c) Roll Number of the successful Recreation Sub Committee met Honorable Secretary In-charge at Mohammad Bul Hassan FCS, Senior ICSB on Board Meeting, General Institute were also present during welcomes and appreciates the new Governance guidelines all the listed of the Liberation War of Bangladesh. 055, 058, 059, 060, 062,063, 064, their lives during the Bengla candidates under C.S. Executive on January 16, 2017; his office and sought support as a Vice President, Md. Selim Reza FCS, Meeting, Minutes and Dividend to the meeting. students for their decision to be companies require to have Company garlands on the altar of the Martyr of February is of special significance “The road to freedom for the people Total successful in Professional • Approved Annual Budget and • The Executive Committee Language Movement 066, 070, 079, 080, 087, 088, 089, Level – III are as follows: guardian of the Institute. He then Vice President, Itrat Husain FCS, the Chairman of BSEC and also enrolled in ICSB. He then highlighted Secretaries. “For being a successful Monument (Shaheed Minar) to pay to not only the people of Bangladesh of Bangladesh was arduous and level - I is 22 only. Plan for the year 2017; Meeting held on February 20, 090, 094, 103, 107, 108, 109, 110, 111, briefed the Secretary on recent Past President & Council Member, & requested to incorporate those INAGURATION OF the Chartered Secretary Profession Chartered Secretary, the students but also the whole world as it is now tortuous smeared with blood, toils 2017; • Company Law Review Sub 112, 113, 114, 115, 117, 123 and 125 217, 220, 223, 227, 229, 231, 232, activities of ICSB as a statuary body Salim Ahmed FCS, Council Member Secretarial Standards in the CHARTERED SECRETARY as a challenging and rewarding have to be more knowledgeable with observed as the International Mother and sacrifices. In the contemporary • Approved the selection of Committee met on January 28, under the Ministry of Commerce and of the Institute. Securities Law and Corporate 39TH BATCH OF STUDENTS profession in the contemporary wider outlook, as the upcoming Language Day recognized by the UN. history perhaps no nation paid as Faculty Members for the • Membership & Registration 2017; expected his guidance in the coming Governance Guidelines. socio economic condition of the decade is going to be the decade of dearly as the Bengalees did for their January-June, 2017 according to Committee Meeting held on days. The President particularly Meeting with Honourable An Orientation Programme was country. He also mentioned that knowledge and information,” he CELEBRATION OF THE liberation”, he added. the Faculty Selection Policy of January 4, 2017; • Information Technology Sub TH C.S. Final Qualified emphasized on updating the Chairman, Bangladesh The Honorable Chairman thanked organized for the newly enrolled there is a wide range of scope of this added. 46 INDEPENDENCE DAY ICSB; Committee met on March 6, During the July-December 2016 session the Following Students were Companies Act in line with the Securities and Exchange the President of ICSB along with his 39th Batch students of ICSB at the profession in Corporate AT ICSB PREMISES Among the others Mohammad Bul • The Education Committee 2017; Qualified as Chartered Secretary demand of the corporate Commission (BSEC) Council and expressed his Campus of the Institute on February Management sector as there is a Safiar Rahman FCS, Chairman, Hassan FCS, Senior Vice President, • Decided to hold 20th Meeting held on February 9, Bangladesh. satisfaction over the activities of the 11, 2017. Mohammad Sanaullah FCS, great deficit of professionals and Education Committee, delivered the The 46th Independence Day of Md. Selim Reza FCS, Vice President, anniversary of the Institute on 2017 & March 11, 2017; • Project Development & The newly elected Council Members Institute. He assured that BSEC will President of the Institute formally there are more than 1.5 lakh address of welcome. He also Bangladesh is grandly celebrated at Nazmul Karim FCS, Treasurer, A. K. July 15, 2017 and formed a Implementation Sub Committee Honorable Secretary In charge of the Institute of Chartered provide necessary supports to inaugurated the Programme. companies registered in Registrar congratulated the students for the Conference Hall of the Institute M. Mushfiqur Rahman FCS, Council Special Committee under the • Examination Committee Meeting met on February 26, 2017; thanked the delegates and Secretaries of Bangladesh (ICSB) create more opportunities for the of Joint Stock Companies (RJSC) and choosing the profession of of Chartered Secretaries of Member, Salim Ahmed FCS, Council Chairmanship of the President held on January 28, 2017 & expressed his satisfaction on the led by its President Mohammad ICSB Members and for the Chartered Secretary. Bangladesh (ICSB) on March 26, Member, Syed Moniruzzaman FCS, including all the Chairmen of March 13, 2017. • Dhaka Regional Chapter Sub activities of ICSB. Appreciating the Sanaullah FCS met Professor Dr. M. development of the Chartered 2017 with due respect. An Art Chairman, Dhaka Regional Chapter different Standing Committees Committee met on January 16, role of ICSB in promoting Khairul Hossain, Chairman and other Secretary profession to ensure good A.K.M. Mushfiqur Rahman FCS, Competition for the children of the Sub Committee, Prof. Dr. Feroz Iqbal 2017, February 11, 2017 & March professionalism and development Council Member & Salim Ahmed Members of the Institute was also Faruque FCS, Ex- Senior Vice 11, 2017. organized to commemorate the of the Company Secretaries FCS, Council Member of the Institute President of the Institute were also Sk. Towhedur Rahman Sanjib Baran Roy Mohammad Jaidul Islam Mohammad Shahalam also spoke on the occasion while martyrs who sacrificed their lives MEETINGS EXTERNAL profession in the country. Honorable present and spoke during the CS-1190 CS-1367 CS-1615 CS-2197 Secretary assured that the Ministry Nazmul Karim FCS, the Treasurer of during the War of Liberation in 1971. occasion. of Commerce will extend all out ICSB offered a vote of thanks. The programme was also followed Meeting with Honourable by showing a documentary on the Secretary In-charge, Ministry cooperation for further development A large number of Members along The Programme was ended with a War of Liberation, sharing of the of Commerce of the Chartered Secretaries with their spouses & children and profession in the country. The question & answer session wherein memories of 1971 by the Senior students of the Institute the queries of the new students on Members of the Institute and a Delegates of ICSB led by its Secretary In charge also participated the programme. relevant professional issues were cultural event of patriotic song and President Mohammad Sanaullah congratulated the newly elected lucidly answered. A good number of poetry recitation etc. The FCS met with Shubhashish Bose, the Council of ICSB and expressed his students attended the Programme programme was started with the newly appointed Secretary hope that the dynamic leadership with enthusiasm. recitation from the Holy Quaran. In-charge, Ministry of Commerce at of this Council will uphold the Mohammad Afzalur Rahman Md. Shafiqul Islam Md. Raziur Rahman Shahriar Molla Mohammad Sanaullah FCS, CS-2458 CS-2550 CS-2564 CS-2594 his office at Bangladesh Secretariat Institute to a new height. honourable President of the Institute on March 14, 2017. inaugurated the programme.

January - March 2017 11 « INSTITUTE NEWS

H.M. Saroyar Munshi Fahima Rahman Sharif Mohammad Mahbuba Kaniz CS-2612 CS-2732 CS-2784 CS-2791

Kazi Mohammad Tanvir Md. Wahedul Islam Mohammad Golam Kibria Md. Forhad Hossain Patwary CS-2846 CS-2850 CS-2863 CS-2898

Muhammad Asraful Hossain Khan Suman Das S.M. Shariful Islam Md. Aminul Islam CS-2938 CS-2973 CS-2987 CS-2989

Mir Shariful Bashar Md. Shahzahan Kabir Mohammad Jahirul Islam Syed Mahmud Hasan CS-3011 CS-3041 CS-3107 CS-3157

Mohammad Nazrul Islam Mohammad Rasel Abul Hasan Md. Anisuzzaman Md. Yeasin Ahmed CS-3235 CS-3260 CS-3289 CS-3332

Mohammed Shakawat Hossain CS-3335

12 January - March 2017 « SUCCESS GREETING

F-0110 Ahmad Munir Hossain FCS Mr. Ahmad Munir Hossain FCS joined Based Technologies on February 16, 2017 as General Manager - Corporate Affairs (Head of Corporate Affairs). Prior to that he was Head of Human Resources and Company Secretary of BRAC Net Limited. Mr. Hossain obtained his Bachelor degree in Business Administration (BBA) from Independent University, Bangladesh. He obtained the Chartered Secretary Professional Degree from ICSB in 2003. He also completed his MBA from Department of Finance, University of Dhaka. Mr. Hossain has a wide experience spanning over 16 years in various fields of Corporate Management specially in the areas of Regulatory Affairs, Corporate Communications & PR, Stakeholders Management, Responsible Marketing and Human Resources.

F-0128 Oli Kamal FCS

Mr. Oli Kamal FCS a fellow member of the Institute joined First Security Islami Bank Limited on March 14, 2017 as Senior Vice President & Company Secretary. Prior to this he was Executive Vice President & Company Secretary in Reliance Finance Limited. Mr. Kamal has a wide experience of more than 16 years in the Corporate Management.

An Honors and Masters in Accounting, Mr. Kamal also obtained LL.B degree.

F-0176 Mohammad Asadur Rahman FCS

Mr. Mohammad Asadur Rahman FCS a fellow member of the Institute has been promoted as Company Secretary of Dhaka Stock Exchange Limited on February 1, 2017.

Mr. Rahman obtained the Chartered Secretary Professional Degree from ICSB in 2009. He has a wide range of experience in corporate sector for more than 16 years.

A-0358 Mohammad Jaman Khan ACS

Mr. Mohammad Jaman Khan ACS an Associate Member of the Institute joined Index Group of Companies on March 11, 2017 as Company Secretary. Prior to this he was Senior Deputy Secretary, Company Affairs in BGD Magura Group.

An Honors and Masters in Business Studies, Mr. Khan obtained the Chartered Secretary Professional Degree from ICSB in 2014. He has also obtained a Post Graduate Diploma in International Relations (PGDIR) from the University of Dhaka. He has a wide experience of more than 6 years in the Corporate Management.

A-0386 Md. Mustafa Kamal ACS Mr. Md. Mustafa Kamal an Associate Member of the Institute joined Paradise Group on January 10, 2017 as Company Secretary. Prior to this he was the Company Secretary of BAIRA Life Insurance Company Limited for about eight months and prior joining to BAIRA Life, he served different departments of Delta Life Insurance Company Limited for 12 years. Mr. Kamal obtained the Chartered Secretary Professional Degree from ICSB in March 2015. He has a wide experience of more than 13 years in Corporate Management.

A-0417 Khalilur Rahman ACS

Mr. Khalilur Rahman ACS an Associate Member of the Institute has been promoted as Group Manager, Finance & Accounts and Corporate Affairs in Beacon Pharmaceuticals Limited on January 1, 2017. He has been working in this company since 2012. Prior to this he was a Senior Executive, Finance & Accounts.

An Honors and Masters in Accounting, Mr. Rahman obtained the Chartered Secretary Professional Degree from ICSB in 2016.

January - March 2017 13 GLIMPSES OF ICSB PICNIC-2017

Md. Lipon Hossain motion. ACS team won the toss. Both and professional. There were Bangladesh. The breakfast and Pitha Though the average citizen may not the teams deployed their respective traditional Bengali songs, dance, Uthshab continued till 12: 00 pm. All experience the kind of mega-stress players in the best possible strategic poetry recitations and jokes. The enjoyed the breakfast and cakes with of national leaders, all of us have way. Mr. Md. Mizanur Rahman FCS audience also sang and dance with their heart content. Tea and coffee our own home-grown version of was the referee. the singers. The song of Lalon Fakir, was served throughout the day. job-related stress. The Chartered Manna Dey, Radha Romon, Secretaries may face the burden of The players of both the teams were Bahawya- Song, Bengali Movie An appetizing lunch of Peas Pollao, meeting tight deadlines, making very strong and skilful. They Songs, Patriotic Song,Sha Abdul Chicken Roast, Mutton Rezala, crucial decisions, or managing the displayed a nice game and was like Karim’s songs enchanted all with the Chinese Vegetables, Firni, Mixed complexities of corporate world and a tug of war. The first half ended with smell of traditional Bengali culture. Salad was served after Jumma household demands as well. Due to no goal on either side. Prayer. Orange, Cookies and Cakes high-pressured lifestyle they just were the evening snacks with a Both the teams began to play with OTHERS FUNS want to get away from it all, to break parting cup of coffee. utmost vigor and promptness. They into the stress cycle. President of ICSB Formally Inaugurating the Programme made frequent attacks against each There were talent show for the kids other. There was a wonderful scene of the participating Members which RAFFLE DRAW included song, dance, poetry THE WAY TO THE BUSH of attacks and counter-attacks. FCS team got a corner kick. It brought a recitation, jokes, storytelling and so The most striking and exciting part good luck for them. They scored a on. The audience was enchanted of the picnic was the raffle draw itself. Six colourful air conditioned with their breathtaking performance. All the participants were waiting luxurious hired buses and a number goal. It was the only goal of that match. FCS team won the game. They also participated in biscuit race throughout the whole day for this of private vehicles started at 7: 00 for the children 6 to 10 years age event. A good number of tickets were am sharp towards the leisure spot. Cricket Match ACS versus FCS and hundred meter race for the sold. There were 55 attractive prizes All the participants reached the spot children up to 5 years age. There for this event collected through the safely by 9 am. So I must say, “La There were a large number of on were first, second and third prizes courtesy of different sponsors horacindemora (No more delay).” lookers. The two teams had carved and all the participating kids were including contributions of the Mohammad Sanaullah FCS, out a name for being contestants. given a consolatory prize each. Members of the Institute. iPad Mini, honorable President of the institute Naturally, there was a great 32” LED Sony Bravia Television, formally inaugurated the picnic. enthusiasm both among players and Among the other family funs there Deep Freeze and a Couple Air Ticket In the Bus on the to the Bush spectators. It was quiet sunny. The were pillow passing for the female for Dhaka-Cox’s Bazar- Dhaka were GAMES crowd was highly expectant. They participants and ball throwing. the first, second, third and fourth Around 700 people participated in were debating about the probable Tennis ball throwing was very prizes respectively of the raffle draw. Taking into consideration of breaking this great annual congregation of Football Match result of the match. ICSB family and participating guests. interesting where a full family had The gift items were distributed stress cycle and get to relax with CULTURAL EVENTS ICSB. It was a guests from ICSB Many of the singers sang and to participate and they were given among the winners by the President, their families, friends and The match was started at 11.30 a.m. Members, their spouses, children & The Match was started punctually It was pre-decided that the picnic enchanted the programme. It was total of eight tennis balls to each Senior Vice President, Vice professional colleagues, and get a sharp. The ACS team won the toss relatives and the employees of the at 11am with a toss. The players cultural programme will be really breath asserting, enjoyable family which they threw to a basket President, Treasurer, Council break from their usual routines, on and the match as well with by 25 Institute. entered the field in a majestic performed only by the singers from kept at certain distance. The family Members, Ex Council Members and February 3, 2017 ICSB Family went runs. who could basket more numbers of other Senior Fellow Members of the for a picnic to the Rover Scout Balloon Blowing balls got the first, second and third Institute. The entire event was very Training Center Bahadurpur, Gazipur. prize respectively. much exciting and interesting as Participants were given only one well. TIMING AND SPOT balloon for each both ACS and FCS THE FOOD: MOST together. Then they were requested ATTRACTIVE EVENT It was a wonderful event of ICSB Winter is the best season for picnic to pump their balloons. When they members and guests, who extend to in Bangladesh. Besides, after the did so it was announced, ‘Please No Picnic can be good without family relationships, get to relax with ending of annual examination of save your balloon now, he will be the presence of good food. Obviously, it families and get a break from usual children, all look for an event to first in this sport who will be able to was an event of delicious foods. routines. Thanks to ICSB for break stress cycle. save his one.’ It was really very funny, Thanks to the organizers for arranging such Picnic. enjoyable and amusing to watch the arranging delicious breakfast The picnic was organized jointly by way the participating members were consisting of Luchi, Parata, Butter the Members’ Welfare and trying to save their balloons and at Dal with Khashir Head & Liver and Recreation and Dhaka Regional the same time attacking the others Halua along with different kinds of An Exciting Moment of the Football Match Chapter Sub-Committees of ICSB. one. traditional winter cakes of

14 January - March 2017

15

January - March 2017 March - January

traditional winter cakes of of cakes winter traditional

one. one.

A Member of ICSB Singing at the Cultural Programme Programme Cultural the at Singing ICSB of Member A Halua along with different kinds of of kinds different with along Halua

the same time attacking the others others the attacking time same the

Dal with Khashir Head & Liver and and Liver & Head Khashir with Dal

trying to save their balloons and at at and balloons their save to trying

consisting of Luchi, Parata, Butter Butter Parata, Luchi, of consisting

way the participating members were were members participating the way

arranging delicious breakfast breakfast delicious arranging

enjoyable and amusing to watch the the watch to amusing and enjoyable

Thanks to the organizers for for organizers the to Thanks

save his one.’ It was really very funny, funny, very really was It one.’ his save arranging such Picnic. Picnic. such arranging

was an event of delicious foods. foods. delicious of event an was

first in this sport who will be able to to able be will who sport this in first routines. Thanks to ICSB for for ICSB to Thanks routines.

presence of good food. Obviously, it it Obviously, food. good of presence

save your balloon now, he will be the the be will he now, balloon your save families and get a break from usual usual from break a get and families

No Picnic can be good without without good be can Picnic No

did so it was announced, ‘Please ‘Please announced, was it so did family relationships, get to relax with with relax to get relationships, family

to pump their balloons. When they they When balloons. their pump to members and guests, who extend to to extend who guests, and members

ATTRACTIVE EVENT EVENT ATTRACTIVE

together. Then they were requested requested were they Then together. It was a wonderful event of ICSB ICSB of event wonderful a was It

THE FOOD: MOST MOST FOOD: THE balloon for each both ACS and FCS FCS and ACS both each for balloon

Participants were given only one one only given were Participants well. well.

prize respectively. respectively. prize much exciting and interesting as as interesting and exciting much

Balloon Blowing Blowing Balloon

Institute. The entire event was very very was event entire The Institute. balls got the first, second and third third and second first, the got balls

other Senior Fellow Members of the the of Members Fellow Senior other who could basket more numbers of of numbers more basket could who

runs. runs.

performed only by the singers from from singers the by only performed kept at certain distance. The family family The distance. certain at kept Members, Ex Council Members and and Members Council Ex Members,

and the match as well with by 25 25 by with well as match the and

cultural programme will be be will programme cultural

really breath asserting, enjoyable enjoyable asserting, breath really family which they threw to a basket basket a to threw they which family President, Treasurer, Council Council Treasurer, President,

sharp. The ACS team won the toss toss the won team ACS The sharp.

It was pre-decided that the picnic picnic the that pre-decided was It

enchanted the programme. It was was It programme. the enchanted total of eight tennis balls to each each to balls tennis eight of total Senior Vice President, Vice Vice President, Vice Senior

The match was started at 11.30 a.m. a.m. 11.30 at started was match The

Many of the singers sang and and sang singers the of Many to participate and they were given given were they and participate to among the winners by the President, President, the by winners the among

CULTURAL EVENTS CULTURAL

ICSB family and participating guests. guests. participating and family ICSB interesting where a full family had had family full a where interesting The gift items were distributed distributed were items gift The result of the match. match. the of result

Tennis ball throwing was very very was throwing ball Tennis prizes respectively of the raffle draw. draw. raffle the of respectively prizes were debating about the probable probable the about debating were

participants and ball throwing. throwing. ball and participants the first, second, third and fourth fourth and third second, first, the

crowd was highly expectant. They They expectant. highly was crowd An Exciting Moment of the Ballon Blowing Match Blowing Ballon the of Moment Exciting An

were pillow passing for the female female the for passing pillow were for Dhaka-Cox’s Bazar- Dhaka were were Dhaka Bazar- Dhaka-Cox’s for spectators. It was quiet sunny. The The sunny. quiet was It spectators.

Among the other family funs there there funs family other the Among Deep Freeze and a Couple Air Ticket Ticket Air Couple a and Freeze Deep enthusiasm both among players and and players among both enthusiasm

32” LED Sony Bravia Television, Television, Bravia Sony LED 32” Naturally, there was a great great a was there Naturally,

given a consolatory prize each. each. prize consolatory a given Members of the Institute. iPad Mini, Mini, iPad Institute. the of Members out a name for being contestants. contestants. being for name a out

and all the participating kids were were kids participating the all and including contributions of the the of contributions including lookers. The two teams had carved carved had teams two The lookers.

were first, second and third prizes prizes third and second first, were courtesy of different sponsors sponsors different of courtesy There were a large number of on on of number large a were There

children up to 5 years age. There There age. years 5 to up children for this event collected through the the through collected event this for

Cricket Match ACS versus FCS versus ACS Match Cricket and hundred meter race for the the for race meter hundred and sold. There were 55 attractive prizes prizes attractive 55 were There sold.

for the children 6 to 10 years age age years 10 to 6 children the for event. A good number of tickets were were tickets of number good A event.

match. FCS team won the game. game. the won team FCS match.

They also participated in biscuit race race biscuit in participated also They throughout the whole day for this this for day whole the throughout

goal. It was the only goal of that that of goal only the was It goal.

with their breathtaking performance. performance. breathtaking their with All the participants were waiting waiting were participants the All

good luck for them. They scored a a scored They them. for luck good

on. The audience was enchanted enchanted was audience The on. of the picnic was the raffle draw itself. itself. draw raffle the was picnic the of

team got a corner kick. It brought a a brought It kick. corner a got team

recitation, jokes, storytelling and so so and storytelling jokes, recitation, The most striking and exciting part part exciting and striking most The

of attacks and counter-attacks. FCS FCS counter-attacks. and attacks of

included song, dance, poetry poetry dance, song, included

other. There was a wonderful scene scene wonderful a was There other.

RAFFLE DRAW RAFFLE of the participating Members which which Members participating the of

made frequent attacks against each each against attacks frequent made

An Exciting Moment of the Cricket Match Cricket the of Moment Exciting An There were talent show for the kids kids the for show talent were There

utmost vigor and promptness. They They promptness. and vigor utmost

parting cup of coffee. of cup parting

Both the teams began to play with with play to began teams the Both

OTHERS FUNS FUNS OTHERS were the evening snacks with a a with snacks evening the were

Prayer. Orange, Cookies and Cakes Cakes and Cookies Orange, Prayer. no goal on either side. side. either on goal no

smell of traditional Bengali culture. culture. Bengali traditional of smell Salad was served after Jumma Jumma after served was Salad a tug of war. The first half ended with with ended half first The war. of tug a

Karim’s songs enchanted all with the the with all enchanted songs Karim’s Chinese Vegetables, Firni, Mixed Mixed Firni, Vegetables, Chinese displayed a nice game and was like like was and game nice a displayed

Songs, Patriotic Song,Sha Abdul Abdul Song,Sha Patriotic Songs, Chicken Roast, Mutton Rezala, Rezala, Mutton Roast, Chicken very strong and skilful. They They skilful. and strong very

An appetizing lunch of Peas Pollao, Pollao, Peas of lunch appetizing An Bahawya- Song, Bengali Movie Movie Bengali Song, Bahawya- The players of both the teams were were teams the both of players The

Manna Dey, Radha Romon, Romon, Radha Dey, Manna

was the referee. referee. the was was served throughout the day. day. the throughout served was the singers. The song of Lalon Fakir, Fakir, Lalon of song The singers. the

way. Mr. Md. Mizanur Rahman FCS FCS Rahman Mizanur Md. Mr. way. audience also sang and dance with with dance and sang also audience their heart content. Tea and coffee coffee and Tea content. heart their

players in the best possible strategic strategic possible best the in players poetry recitations and jokes. The The jokes. and recitations poetry enjoyed the breakfast and cakes with with cakes and breakfast the enjoyed

ms deployed their respective respective their deployed ms tea the traditional Bengali songs, dance, dance, songs, Bengali traditional Uthshab continued till 12: 00 pm. All All pm. 00 12: till continued Uthshab

motion. ACS team won the toss. Both Both toss. the won team ACS motion. and professional. There were were There professional. and Bangladesh. The breakfast and Pitha Pitha and breakfast The Bangladesh.

GLIMPSES OF ICSB PICNIC-2017 ICSB OF GLIMPSES « « GLIMPSES OF ICSB PICNIC-2017

motion. ACS team won the toss. Both and professional. There were Bangladesh. The breakfast and Pitha the teams deployed their respective traditional Bengali songs, dance, Uthshab continued till 12: 00 pm. All players in the best possible strategic poetry recitations and jokes. The enjoyed the breakfast and cakes with way. Mr. Md. Mizanur Rahman FCS audience also sang and dance with their heart content. Tea and coffee was the referee. the singers. The song of Lalon Fakir, was served throughout the day. Manna Dey, Radha Romon, The players of both the teams were Bahawya- Song, Bengali Movie An appetizing lunch of Peas Pollao, very strong and skilful. They Songs, Patriotic Song,Sha Abdul Chicken Roast, Mutton Rezala, displayed a nice game and was like Karim’s songs enchanted all with the Chinese Vegetables, Firni, Mixed a tug of war. The first half ended with smell of traditional Bengali culture. Salad was served after Jumma no goal on either side. Prayer. Orange, Cookies and Cakes were the evening snacks with a Both the teams began to play with OTHERS FUNS An Outburst of Emotion During the Cultural Programme parting cup of coffee. utmost vigor and promptness. They made frequent attacks against each There were talent show for the kids other. There was a wonderful scene of the participating Members which RAFFLE DRAW of attacks and counter-attacks. FCS included song, dance, poetry team got a corner kick. It brought a recitation, jokes, storytelling and so The most striking and exciting part good luck for them. They scored a on. The audience was enchanted of the picnic was the raffle draw itself. goal. It was the only goal of that with their breathtaking performance. All the participants were waiting match. FCS team won the game. They also participated in biscuit race throughout the whole day for this for the children 6 to 10 years age event. A good number of tickets were Cricket Match ACS versus FCS and hundred meter race for the sold. There were 55 attractive prizes children up to 5 years age. There for this event collected through the There were a large number of on were first, second and third prizes courtesy of different sponsors lookers. The two teams had carved and all the participating kids were including contributions of the out a name for being contestants. given a consolatory prize each. A Little Girl Dancing in the Talent Show Members of the Institute. iPad Mini, Naturally, there was a great 32” LED Sony Bravia Television, enthusiasm both among players and Among the other family funs there Deep Freeze and a Couple Air Ticket spectators. It was quiet sunny. The were pillow passing for the female for Dhaka-Cox’s Bazar- Dhaka were crowd was highly expectant. They participants and ball throwing. the first, second, third and fourth were debating about the probable Tennis ball throwing was very prizes respectively of the raffle draw. result of the match. CULTURAL EVENTS ICSB family and participating guests. interesting where a full family had The gift items were distributed Many of the singers sang and to participate and they were given among the winners by the President, The match was started at 11.30 a.m. enchanted the programme. It was total of eight tennis balls to each Senior Vice President, Vice sharp. The ACS team won the toss It was pre-decided that the picnic really breath asserting, enjoyable family which they threw to a basket President, Treasurer, Council and the match as well with by 25 cultural programme will be performed only by the singers from kept at certain distance. The family Members, Ex Council Members and runs. who could basket more numbers of other Senior Fellow Members of the Balloon Blowing balls got the first, second and third Institute. The entire event was very prize respectively. Biscuit Race for the Kids much exciting and interesting as Participants were given only one well. balloon for each both ACS and FCS THE FOOD: MOST together. Then they were requested ATTRACTIVE EVENT It was a wonderful event of ICSB to pump their balloons. When they members and guests, who extend to did so it was announced, ‘Please No Picnic can be good without family relationships, get to relax with save your balloon now, he will be the presence of good food. Obviously, it families and get a break from usual first in this sport who will be able to was an event of delicious foods. routines. Thanks to ICSB for save his one.’ It was really very funny, Thanks to the organizers for arranging such Picnic. enjoyable and amusing to watch the arranging delicious breakfast way the participating members were consisting of Luchi, Parata, Butter trying to save their balloons and at Dal with Khashir Head & Liver and the same time attacking the others Halua along with different kinds of Pillow Passing of the Female Participants one. traditional winter cakes of

16 January - March 2017 « GLIMPSES OF ICSB PICNIC-2017

motion. ACS team won the toss. Both and professional. There were Bangladesh. The breakfast and Pitha the teams deployed their respective traditional Bengali songs, dance, Uthshab continued till 12: 00 pm. All players in the best possible strategic poetry recitations and jokes. The enjoyed the breakfast and cakes with way. Mr. Md. Mizanur Rahman FCS audience also sang and dance with their heart content. Tea and coffee was the referee. the singers. The song of Lalon Fakir, was served throughout the day. Manna Dey, Radha Romon, The players of both the teams were Bahawya- Song, Bengali Movie An appetizing lunch of Peas Pollao, very strong and skilful. They Songs, Patriotic Song,Sha Abdul Chicken Roast, Mutton Rezala, displayed a nice game and was like Karim’s songs enchanted all with the Chinese Vegetables, Firni, Mixed a tug of war. The first half ended with smell of traditional Bengali culture. Salad was served after Jumma no goal on either side. Prayer. Orange, Cookies and Cakes Members Taking Lunch at the Picnic were the evening snacks with a Both the teams began to play with OTHERS FUNS parting cup of coffee. utmost vigor and promptness. They made frequent attacks against each There were talent show for the kids other. There was a wonderful scene of the participating Members which RAFFLE DRAW of attacks and counter-attacks. FCS included song, dance, poetry team got a corner kick. It brought a recitation, jokes, storytelling and so The most striking and exciting part good luck for them. They scored a on. The audience was enchanted of the picnic was the raffle draw itself. goal. It was the only goal of that with their breathtaking performance. All the participants were waiting match. FCS team won the game. They also participated in biscuit race throughout the whole day for this for the children 6 to 10 years age event. A good number of tickets were Cricket Match ACS versus FCS and hundred meter race for the sold. There were 55 attractive prizes children up to 5 years age. There for this event collected through the There were a large number of on were first, second and third prizes courtesy of different sponsors lookers. The two teams had carved and all the participating kids were A Founder Member of ICSB Handing over a Prize including contributions of the out a name for being contestants. given a consolatory prize each. Members of the Institute. iPad Mini, Naturally, there was a great 32” LED Sony Bravia Television, enthusiasm both among players and Among the other family funs there Deep Freeze and a Couple Air Ticket spectators. It was quiet sunny. The were pillow passing for the female for Dhaka-Cox’s Bazar- Dhaka were crowd was highly expectant. They participants and ball throwing. the first, second, third and fourth were debating about the probable Tennis ball throwing was very prizes respectively of the raffle draw. result of the match. CULTURAL EVENTS ICSB family and participating guests. interesting where a full family had The gift items were distributed Many of the singers sang and to participate and they were given among the winners by the President, The match was started at 11.30 a.m. enchanted the programme. It was total of eight tennis balls to each Senior Vice President, Vice sharp. The ACS team won the toss It was pre-decided that the picnic really breath asserting, enjoyable family which they threw to a basket President, Treasurer, Council and the match as well with by 25 cultural programme will be performed only by the singers from kept at certain distance. The family Members, Ex Council Members and runs. who could basket more numbers of other Senior Fellow Members of the Balloon Blowing balls got the first, second and third Institute. The entire event was very prize respectively. President of ICSB Handing over a Prize much exciting and interesting as Participants were given only one well. balloon for each both ACS and FCS THE FOOD: MOST together. Then they were requested ATTRACTIVE EVENT It was a wonderful event of ICSB to pump their balloons. When they members and guests, who extend to did so it was announced, ‘Please No Picnic can be good without family relationships, get to relax with save your balloon now, he will be the presence of good food. Obviously, it families and get a break from usual first in this sport who will be able to was an event of delicious foods. routines. Thanks to ICSB for save his one.’ It was really very funny, Thanks to the organizers for arranging such Picnic. enjoyable and amusing to watch the arranging delicious breakfast way the participating members were consisting of Luchi, Parata, Butter » About the Author trying to save their balloons and at Dal with Khashir Head & Liver and Assistant Secretary, ICSB the same time attacking the others Halua along with different kinds of Participants Checking the Numbers of their one. traditional winter cakes of Tickets with the Spinning of the Raffle Draw Rotator

January - March 2017 17 STANDING & SUB COMMITTEES FOR 2016-2019

(As approved by the Council in its 41st, 43rd & 44th Meeting held on October 17, 2016, December 06, 2016 & March 13, 2017 respectively)

STANDING A. Executive Committee COMMITTEES 1 Mohammad Sanaullah FCS (F-0004) Chairman 2 Mohammad Bul Hassan FCS (F-0113) Member 3 Md. Selim Reza FCS (F-0067) Member 4 Md. Nazmul Karim FCS (F-0085) Member 5 Mohammad Asad Ullah FCS (F-0025) Member 6 Munshi Shafiul Haque, Adl. Secretary, MoC Member 7 Secretary, ICSB Secretary B. Membership & Registration Committee 1 Md. Shahid Farooqui FCS (F-0037) Chairman 2 Mohammad Asad Ullah FCS (F-0025) Member 3 Md. Azizur Rahman FCS (F-0063) Member 4 AKM Mushfiqur Rahman FCS (F-0097) Member 5 Gopal Chandra Debnath FCS (F-0114) Member 6 Nasreen Begum, Addl. Secretary, MoLJ&PA Member 7 Secretary, ICSB Secretary C. Education Committee 1 Safiar Rahman FCS (F-0038) Chairman 2 Mohammad Sanaullah FCS (F-0004) Member 3 Mohammad Bul Hassan FCS (F-0113) Member 4 Md. Selim Reza FCS (F-0067) Member 5 Md. Azizur Rahman FCS (F-0063) Member 6 Prof. Md. Helal Uddin Nizami, Comm. BSEC Member 7 Secretary, ICSB Secretary D. Examination Committee 1 M. Anwar Hossain Chowdhury FCS (F-0117) Chairman 2 Mohammad Bul Hassan FCS (F-0113) Member 3 Itrat Husain FCS (F-0009) Member 4 Gopal Chandra Debnath FCS (F-0114) Member 5 Salim Ahmed FCS (F-0119) Member 6 Md. Mosharraf Hossain, Registrar, RJSC Member 7 Secretary, ICSB Secretary E. Research & Development Committee 1 Mohammad Asad Ullah FCS (F-0025) Chairman 2 Md. Selim Reza FCS (F-0067) Member 3 Md. Nazmul Karim FCS (F-0085) Member 4 Safiar Rahman FCS (F-0038) Member 5 Md. Anwar H. Chowdhury FCS (F-0117) Member 6 Prof. Md. Helal Uddin Nizami, Comm., BSEC Member 7 Secretary, ICSB Secretary F. Disciplinary Committee 1 AKM Mushfiqur Rahman FCS (F-0097) Chairman 2 Mohammad Sanaullah FCS (F-0004) Member 3 Md. Nazmul Karim FCS (F-0085) Member 4 Md. Shahid Farooqui FCS (F-0037) Member 5 Salim Ahmed FCS (F-0119) Member 6 Nasreen Begum, Addl. Secretary, MoLJ&PA. Member 7 Secretary, ICSB Secretary

18 January - March 2017 STANDING & SUB COMMITTEES FOR 2016-2019

STANDING G. Audit Committee COMMITTEES 1 Md. Azizur Rahman FCS (F-0063) Chairman 2 Itrat Husain FCS (F-0009) Member 3 Md. Shahid Farooqui FCS (F-0037) Member 4 Safiar Rahman FCS (F-0038) Member 5 AKM Mushfiqur Rahman FCS (F-0097) Member 6 Salim Ahmed FCS (F-0119) Member 7 Secretary, ICSB Secretary H. Corporate Governance Award Committee 1 Itrat Husain FCS (F-0009) Chairman 2 Mohammad Bul Hassan FCS (F-0113) Member 3 Md. Selim Reza FCS (F-0067) Member 4 Gopal Chandra Debnath FCS (F-0114) Member 5 Anwar H. Chowdhury FCS (F-0117) Member 6 Md. Ekhlasur Rahman, Adl. Secretary, MoF Member 7 Secretary, ICSB Secretary

SUB A. CS Regulations Sub Committee COMMITTEES 1 Md. Selim Reza FCS F-0067 Chairman 2 Md. Monirul Alam FCS F-0069 Member UNDER 3 Jashim Uddin FCS F-0123 Member EXECUTIVE 4 Md. Mozharul Islam FCS F-0124 Member COMMITTEE 5 Md. Ataur Rouf FCS F-0130 Member 6 Jagadish Kumar Bhanja FCS F-0152 Member 7 Md. Mokammel Hoque FCS F-0178 Member 8 Kh. Nasir Uddin Mahmud ACS A-0296 Member 9 Md. Sharif Hasan ACS A-0312 Member Secretary B. Journal & Publication Sub Committee 1 Prof. Dr. Feroz I. Faruque FCS F-0030 Chairman 2 Itrat Husain FCS F-0009 Member 3 Safiar Rahman FCS F-0038 Member 4 Bazlur Rahman Sikder FCS F-0066 Member 5 Kazi Ashiqur Rahman FCS F-0070 Member 6 Subash Chandra Moulick FCS F-0082 Member 7 Md. Solaiman Uddin FCS F-0135 Member 8 Mohammad Shahajahan FCS F-0149 Member 9 Md. Shiful Islam ACS A-0293 Member Secretary C. International Relations Sub Committee 1 Mohammad Bul Hassan FCS F-0113 Chairman 2 Md. Abdus Salam Khan FCS F-0060 Member 3 Abu Hanif Bari FCS F-0094 Member 4 Mohammad Sabir Ahmed FCS F-0096 Member 5 Md. Mizanur Rahman FCS F-0167 Member 6 Mohammad Asadur Rahman FCS F-0176 Member 7 Sayed Amimul Ihsan ACS A-0204 Member 8 Md. Saiful Islam ACS A-0254 Member 9 Md. Rafiqul Islam FCS F- 0179 Member Secretary

January - March 2017 19 STANDING & SUB COMMITTEES FOR 2016-2019

SUB D. Secretarial Practice Sub Committee COMMITTEES 1 Mohammad Sanaullah FCS F-0004 Chairman UNDER 2 Md. Mohashin FCS F-0033 Member 3 M Naseemul Hye FCS F-0056 Member EXECUTIVE 4 Suraiya Parveen FCS F-0098 Member COMMITTEE 5 Md. Shah Alam Miah FCS F-0103 Member 6 S. Abdur Rashid FCS F-0104 Member 7 Md. Delowar Hossain ACS A-0292 Member 8 Md. Al-Amin Chowdhury ACS A-0294 Member 9 Md. Munirul Hoque FCS F-0160 Member Secretary E Project Development & Implementation Sub Committee 1 AKM Mushfiqur Rahman FCS F-0097 Chairman 2 Gopal Chandra Debnath FCS F-0114 Member 3 Mohammad Sayduzzaman FCS F-0112 Member 4 Md. Zashim Uddin FCS F-0163 Member 5 Mohammad Ruhan Miah FCS F-0165 Member 6 Md. Humayun Kabir FCS F-0177 Member 7 Md. Kamrul Hasan ACS A-0263 Member 8 Shahdat Hossain Chowd. ACS A-0291 Member 9 Md. Aminur Rahman ACS A-0288 Member Secretary F Company Law Review Sub Committee 1 Mohammad Sanaullah FCS F-0004 Chairman 2 Md. Selim Reza FCS F-0067 Member 3 Mohammad Asad Ullah FCS F-0025 Member 4 Md. Azizur Rahman FCS F-0063 Member 5 A K A Muqtadir FCS F-0003 Member 6 N. G. Chakraborty FCS F-0013 Member 7 Hossain Sadat FCS F-0105 Member 8 Md. Asraful Islam A-0309 Member 9 S. Abdur Rashid FCS F-0104 Member Secretary G Dhaka Regional Chapter Sub Committee 1 Syed Moniruzzaman FCS F-0141 Chairman 2 Imrul Ahmed FCS F-0072 Member 3 Md. Jakir Hossain FCS F-0132 Member 4 Shahjahan Kabir FCS F-0170 Member 5 Md. Sarwar Jahan Tarafder ACS A-0209 Member 6 Md. Monirul Islam Khan ACS A-0269 Member 7 Mohammad Jaman Khan ACS A-0358 Member 8 Md. Rakibul Hasan ACS A-0373 Member 9 Darul Awam Tuhin ACS A-0250 Member Secretary H Chittagong Regional Chapter Sub-Committee 1 Md. Riajul Hoque Sikder FCS F-0180 Chairman 2 Rajib Saha ACS A-0264 Member 3 Mohammad Abu Salam ACS A-0333 Member 4 Mohammad Emarot Hossain ACS A-0336 Member 5 Babul Meah ACS A-0338 Member Secretary

20 January - March 2017 STANDING & SUB COMMITTEES FOR 2016-2019

SUB A. Professional Development Sub Committee COMMITTEES 1 Mohammad Asad Ullah FCS F-0025 Chairman 2 M Abdullah Al Mamun FCS F-0136 Member UNDER 3 A. T. M. Tahmiduzzaman FCS F-0156 Member EDUCATION 4 M. Zubair Uddin Bhuiyan FCS F-0162 Member COMMITTEE 5 M. Saiful Islam Chowdhury FCS F-0174 Member 6 Hossain Ahmed Bhuiyan FCS F-0181 Member 7 Mohammad Masum Billah ACS A-0212 Member 8 Jasmin Akter ACS A-0235 Member 9 Md. Nazrul Islam Chowdhury ACS A-0370 Member Secretary B. Seminar & Conference Sub Committee 1 Md. Azizur Rahman FCS F-0063 Chairman 2 Kazi Atiqur Rahman FCS F-0108 Member 3 Oli Kamal FCS F-0128 Member 4 Lorens Shamol Mollick FCS F-0168 Member 5 Md. Sarwar Kamal FCS F-0169 Member 6 Khalid Mohammad Sharif FCS F-0173 Member 7 Raja Mahmudul Haque ACS A-0180 Member 8 Md. Atiqur Rahman ACS A-0323 Member 9 Md. Robiul Islam ACS A-0315 Member Secretary C. Syllabus & Curriculum Review Sub Committee 1 N. G. Chakraborty FCS F-0013 Chairman 2 Md. Shahid Farooqui FCS F-0037 Member 3 Md. Anwar H. Chowdhury FCS F-0117 Member 4 Mohammed Enamul Hye FCS F-0058 Member 5 JQM Habibullah FCS F-0129 Member 6 Muhammad Akram Hossain FCS F-0151 Member 7 Mohammad Ruhan Miah FCS F-0165 Member 8 Md. Monir Hossain ACS A-0179 Member 9 Secretary - ICSB Secretary D. Information Technology Sub Committee 1 Nazmul Karim FCS F-0085 Chairman 2 Md. Monowar Hossain FCS F-0150 Member 3 Muhammad Rajibul Hasan FCS F-0175 Member 4 Md. Mokammel Hoque FCS F-0178 Member 5 Abu Sayeem ACS A-0252 Member 6 A T Md. Muniruzzaman ACS A-0262 Member 7 Md. Abdul Aziz ACS A-0365 Member 8 Nasir Uddin ACS A-0372 Member 9 Md. Harun-Ar-Rashid ACS A-0318 Member Secretary E Committee for Professional Development for Women 1 Suraiya Parveen FCS F-0098 Chairperson 2 Sharmi Noor Nahar ACS A-0176 Member 3 Masuda Sultana ACS A-0184 Member 4 Nazmun Nahar ACS A-0233 Member 5 Jasmin Akter ACS A-0235 Member 6 Wahida Prodhan ACS A-0271 Member 7 Fardose Jahan ACS A-0284 Member 8 Sunita Barua ACS A-0326 Member 9 Israt Jahan Rimi ACS A-0217 Member Secretary

January - March 2017 21 STANDING & SUB COMMITTEES FOR 2016-2019

SUB A. Corporate Laws Review Sub Committee COMMITTEES 1 Mohammad Nurul Alam FCS F-0095 Chairman UNDER 2 Gopal Chandra Debnath FCS F-0114 Member 3 M. Hasanur Rahman Rakib FCS F-0139 Member RESEARCH & 4 Muhammad Shahidul Islam FCS F-0142 Member DEVELOPMENT 5 Md. Zahangir Alam Manik FCS F-0148 Member COMMITTEE 6 Masudur Rahman Bhuiyan ACS A-0251 Member 7 Swapan Kumar Chakraborty ACS A-0277 Member 8 Kh. Abu Jafar Sadique ACS A-0341 Member 9 Md. Jaber Parvez ACS A-0369 Member Secretary B. Members Placement Sub Committee 1 Mohammad Sanaullah FCS F-0004 Chairman 2 Muzaffar Ahmed FCS F-0001 Member 3 Itrat Husain FCS F-0009 Member 4 N K A Mobin FCS F-0032 Member 5 Shaikh Mohammadullah FCS F-0049 Member 6 A K M Kamrul Islam FCS F-0050 Member 7 Kazi Md. Fazlul Karim FCS F-0059 Member 8 Tauhidul Ashraf FCS F-0101 Member 9 Secretary ICSB Secretary C. Members' Welfare & Recreation Sub Committee 1 Salim Ahmed FCS F-0119 Chairman 2 Md. Obaydur Rahman FCS F-0109 Member 3 Md. Shahidul Islam ACS A- 0177 Member 4 Md. Abul Fazal ACS A-0183 Member 5 Md. Jahidul Islam ACS A-0206 Member 6 Nayamul Hoque ACS A-0349 Member 7 Asadullah Mahmud ACS A-0355 Member 8 Md. Warisur Rahman ACS A-0363 Member 9 Tauhidul Islam ACS A-0270 Member Secretary

22 January - March 2017

« ARTICLE

prescribed, whichever is company, any of its - is not affiliated with a not- - Business / Corporate Leader for reappointment for a further . Corporate Governance will . Shareholders rely on total paid-up shares in the Conclusion one term. No independent INDEPENDENT DIRECTOR lower, during the two promoters, directors or its for- profit entity that receives - Bureaucrats with long continue to be primary Independent Directors to Company; director shall hold office for more immediately preceding holding, subsidiary or significant contributions from exposures in management responsibility of Independent protect their interests, Rules and regulations alone . ID is not a sponsor of the financial years or during the associate company or that the company; than two consecutive terms. Directors; address conflicts of interest cannot ensure that companies are AND ITS PRACTICE - University Teacher with Company, nor connected (on current financial year; holds two per cent or more of and to ensure that clean and honest. There should - within the last five years has Economics or Business . The actions of the the basis of family the total voting power of the Role of Independent shareholders and the be an atmosphere of ethical - Mohammad Sanaullah FCS not had any business Studies or Law background Independent Directors should relationship) with the any of (e) Who, neither himself nor any company. Directors business is managed properly conduct and a proper mind set to relationship, with the demonstrate ethics, integrity, the Company’s sponsors, of his relatives- - Professionals like by management. do the right thing. The ntroduction interest in the company will be in a gives the definition of the company (other than service honesty and transparency; directors or share holder who (i) holds or has held the position Global Practice . The Independent Directors Independent Directors have a position to objectively judge the Independent Director as under: as a director); * Chartered Accountants Effective instrument of holds one percent (1%) or of a key managerial can provide guidance for . Executive compensation is great responsibility to create, An independent director is a management process and * Cost and Management more of the total paid-up I personnel or is or has been Independent Director means - has not had any of the management’s decisions and another area where Governance preserve and strengthen the non-executive member of the decisions being taken by them. An independent director in Accountants shares of the Company; employee of the company of non-executive director of the relationships with any affiliate ensure a focus on the leadership of Independent ethical and moral fabric of the board of directors of an For this purpose, many countries relation to a company, means a the company or its holding, Company who: of the company; and * Chartered Secretaries investors’ interest over those Directors is sought; . Helps to improve the . ID does not have any other company. Independent Directors incorporated company, who, apart in their Companies Act and Listing director other than a managing of the management; standard of corporate subsidiary or associate - is not a member of the relationship, whether should serve as independent from receiving director's Agreement have laid down the director or a whole-time director - apart from receiving director - Must have at least 12 (twelve) . Independent Directors can governance; company in any of the three immediate family of any pecuniary or otherwise, with watchdogs serving the interests of remuneration, does not have any criteria for deciding whether a or a nominee director- remuneration; years of corporate . The powers of Independent play a very important part in financial yeas immediately person described above. the Company or its shareholders. Shareholders rely material interest in the company. particular director is independent management/professional Directors are not merely the area of compliance. They . With better accountability to (a) Who, in the opinion of the preceding the financial year - does not have any material subsidiary/associated on Independent Directors to Independent Directors are or not. experiences. persuasive. Statute bestows should play a watchdog role stakeholders; Board, is a person of integrity in which he is proposed to be pecuniary relationships or companies; protect their interests, address appointed on the board to protect Board Independence - upon them the power of the in the compliance area; and possesses relevant appointed : transactions with the conflicts of interest and to ensure the interest of all shareholders Ideally, independence means to Cornerstone of Unless they are disqualified under vote which is much more . Transparency in the expertise and experience; company, its promoters, its . ID is not a member, director and ensure that any fraudulent or independence of mind and the the law Independent Directors effective than mere . Independent Directors operational activities by that shareholders and the (ii) is or has been an employee or senior management or its Accountability or officer of any stock incompetent action on the part of ability to judge a matter without can participate in the decision persuasive power of words; should also facilitate adequate and meaningful business is managed properly by (b) (i) Who or was not a promoter proprietor or a partner, in any holding company, its exchange; the management does not go any prejudice or bias towards any making process in an objective confidential and anonymous disclosures; management. of the company or its holding, of the three financial years subsidiaries and associate Board Independence is the unnoticed. individual’s interest. manner, uninfluenced by . Independent Directors have a channels for employees to subsidiary or associate immediately preceding the companies; cornerstone of accountability. . ID is not a shareholder, promoter or other directors. large role to play in the submit complaints about . Induction of Independent In conclusion provision for company; financial year in which he is Global best practice suggests that director or officer of any Independent Director is not INDEPENDENT DIRECTORS proposed to be appointed, of - is not related to promoters or shaping of the board’s questionable practices in the Directors is expected to member of stock exchange or appointing an independent substantial majority of the Board This is possible, if the a new concept in (ii) who is not a promoters – management at the Board agenda and decisions. They company; qualitatively change the capital markets intermediary; director in a listed company HAVE A GREAT should consist of directors who Bangladesh. First time or directors in the level or at one level below the Independent Directors have the are in a position to direct the composition of the Board. should also apply in all public RESPONSIBILITY TO . Independent Directors Bangladesh Securities and company, its holding, (A) a firm of auditors or company Board; are independent. Independent business acumen, the ability to board’s attention to matters . ID is currently not and have companies. Also the provision should also liaise with Exchange Commission CREATE, PRESERVE AND subsidiary or associate secretaries in practice or cost Directors should meet look ahead of our times in terms of which require detailed Declaration of not been acting as a partner should apply to government regulators and provide inputs (BSEC) in their corporate STRENGTHEN THE ETHICAL company; auditors of the company or its - has not been an executive of periodically alone, without the emerging trends in business etc., analysis and review; or executive of the Company’s companies in the same manner in on compliance challenges Independence governance guideline AND MORAL FABRIC OF THE holding, subsidiary or the company in the CEO or Executive directors. They as the corporate boards are statutory audit firm, during order to bring uniformity in law (c) who has or had immediately preceding and emerging compliance dated February 20, 2006 associate company; or also suggest that some business boards. This calls for . Independent Directors can the preceding 3 (three) years; and professionalism and COMPANY. no pecuniary Every Independent Director shall inducted the concept of financial ears; considerable experience and ensure that the tone and issues; relationship with the (B) any legal or a consulting firm committees of the Board should at first meeting of the Board in independence in the Independent Director. Sub squinty exposure. tenor of the board’s . ID is not an Independent company, its holding, that has or had any - is not a partner or an be maintained viz., Audit . Rules and regulations alone every financial year or whenever management of such companies. amended on August 07, 2012. Prerequisites for discussions and decisions are Director in more than 3 subsidiary or associate transaction with the company, executive of the statutory Committee, Remuneration cannot ensure that there is any change in the According to BSEC guideline at Independent Directors As the Independent Directors in conformity with the (three) listed companies; company, or their promoters, its holding, subsidiary or audit firm or the internal audit Committee, Nomination companies are clean and circumstances which may affect Now a days it is very difficult to least 1/5 of the Board member enter corporate boards with stewardship function of the or directors, during the two associate company firm that is associated with Committee and Compliance and honest. There should be an his status as an Independent find out the right person for (but not less than 1) must be Independent Directors should be different backgrounds and board and management; . ID has not been convicted by immediately preceding amounting to ten percent or the company and has not Ethics Committee to comprise of atmosphere of ethical Director, needs a declaration that appointing as Independent independent for the listed business acumen, knowledgeable exposure, an intensive training a court of competent more of the gross turnover of been a partner or an conduct and a proper mind he meets the criteria of Director. BSEC may prepare a individuals of proven integrity who financial years or during the Independent Directors. will have the effect of enhancing . Independent Directors needs jurisdiction as a defaulter in companies. executive of any such firm for set to do the right thing; independence mentioned in the current financial year; such firm; their capabilities. The professional to stand up to management if payment of any loan to a panel of prospective candidates are able to ensure compliance the last three years. This will Bangladesh Securities and Who are Eligible for bodies like ICSB will have to take necessary. They should never Bank or a Non-Bank Financial for selecting Independent The primary objectives for with financial, regulatory and (d) none of whose relatives has (iii) holds together with his also apply to legal firms and . The Independent Directors Exchange Commission (BSEC) Appointment of an early lead in this discretion. be the rubber stamp; Institution (NBFI); and Directors and companies to appointing Independent Directors corporate laws and make a or had pecuniary relationship relatives two per cent. or more consulting firms that have a have a great responsibility to Independent Directors? Notification No: compel to appoint Independent on the board of listed companies meaningful contribution towards or transaction with the of the total voting power of material association with the create, preserve and SEC/CMRRCD/2006-158/134/ad . Independent Directors . ID has not been convicted for Director out of the panel. And that is to ensure that any action for the business. company, its holding, the company; or entity; Tenure of Independent strengthen the ethical and min/44 dated 7 August 2012. should also conduct periodic a criminal offence involving would be more effective. wrong doing by the majority subsidiary or associate Following persons are eligible for Directors moral fabric of the company; Contents of such declaration are (iv) is a Chief Executive or - is not a supplier, service executive sessions without moral turpitude. Directors is brought under check Companies Act company, or their promoters, appointment of Independent stated below: director, by whatever name management being present . and also for value addition on the or directors, amounting to two provider or customer of the Director as per corporate An Independent Director shall Independent Directors called, of any non-profit company; so that they can discuss and should serve as independent Finally obtain Name of the board of companies. Our Companies Act 1994 doesn’t per cent or more of its gross governance guideline issued by hold office for a term up to three . ID holds less than one organization that receives debate issues in an open and watchdogs serving the Independent Director, signature have provision of Independent turnover or total income or - is not a substantial the Bangladesh Securities and consecutive years on the Board of percent (1%) shares of the twenty-five per cent or more frank manner; interests of shareholders; and and date. It is the opinion of law makers that Directors. However, Indian fifty lakh rupees or such shareholder of the company; a Company, but shall be eligible of its receipts from the Exchange Commission notification: directors who are free of any Companies Act 2013 specially higher amount as may be

January - March 2017 25 « ARTICLE

prescribed, whichever is company, any of its - is not affiliated with a not- - Business / Corporate Leader for reappointment for a further . Corporate Governance will . Shareholders rely on total paid-up shares in the Conclusion one term. No independent lower, during the two promoters, directors or its for- profit entity that receives - Bureaucrats with long continue to be primary Independent Directors to Company; director shall hold office for more immediately preceding holding, subsidiary or significant contributions from exposures in management responsibility of Independent protect their interests, Rules and regulations alone . ID is not a sponsor of the financial years or during the associate company or that the company; than two consecutive terms. Directors; address conflicts of interest cannot ensure that companies are - University Teacher with Company, nor connected (on current financial year; holds two per cent or more of and to ensure that clean and honest. There should - within the last five years has Economics or Business . The actions of the the basis of family the total voting power of the Role of Independent shareholders and the be an atmosphere of ethical not had any business Studies or Law background Independent Directors should relationship) with the any of (e) Who, neither himself nor any company. Directors business is managed properly conduct and a proper mind set to relationship, with the demonstrate ethics, integrity, the Company’s sponsors, of his relatives- - Professionals like by management. do the right thing. The ntroduction interest in the company will be in a gives the definition of the company (other than service honesty and transparency; directors or share holder who (i) holds or has held the position Global Practice . The Independent Directors Independent Directors have a position to objectively judge the Independent Director as under: as a director); * Chartered Accountants Effective instrument of holds one percent (1%) or of a key managerial can provide guidance for . Executive compensation is great responsibility to create, An independent director is a management process and * Cost and Management more of the total paid-up personnel or is or has been Independent Director means - has not had any of the management’s decisions and another area where Governance preserve and strengthen the non-executive member of the decisions being taken by them. An independent director in Accountants shares of the Company; employee of the company of non-executive director of the relationships with any affiliate ensure a focus on the leadership of Independent ethical and moral fabric of the board of directors of an For this purpose, many countries relation to a company, means a the company or its holding, Company who: of the company; and * Chartered Secretaries investors’ interest over those Directors is sought; . Helps to improve the . ID does not have any other company. Independent Directors incorporated company, who, apart in their Companies Act and Listing director other than a managing of the management; standard of corporate subsidiary or associate - is not a member of the relationship, whether should serve as independent from receiving director's Agreement have laid down the director or a whole-time director - apart from receiving director - Must have at least 12 (twelve) . Independent Directors can governance; company in any of the three immediate family of any pecuniary or otherwise, with watchdogs serving the interests of remuneration, does not have any criteria for deciding whether a or a nominee director- remuneration; years of corporate . The powers of Independent play a very important part in financial yeas immediately person described above. the Company or its shareholders. Shareholders rely material interest in the company. particular director is independent management/professional Directors are not merely the area of compliance. They . With better accountability to (a) Who, in the opinion of the preceding the financial year - does not have any material subsidiary/associated on Independent Directors to Independent Directors are or not. experiences. persuasive. Statute bestows should play a watchdog role stakeholders; Board, is a person of integrity in which he is proposed to be pecuniary relationships or companies; protect their interests, address appointed on the board to protect Board Independence - upon them the power of the in the compliance area; and possesses relevant appointed : transactions with the conflicts of interest and to ensure the interest of all shareholders Ideally, independence means to Cornerstone of Unless they are disqualified under vote which is much more . Transparency in the expertise and experience; company, its promoters, its . ID is not a member, director and ensure that any fraudulent or independence of mind and the the law Independent Directors effective than mere . Independent Directors operational activities by that shareholders and the (ii) is or has been an employee or senior management or its Accountability or officer of any stock incompetent action on the part of ability to judge a matter without can participate in the decision persuasive power of words; should also facilitate adequate and meaningful business is managed properly by (b) (i) Who or was not a promoter proprietor or a partner, in any holding company, its exchange; the management does not go any prejudice or bias towards any making process in an objective confidential and anonymous disclosures; management. of the company or its holding, of the three financial years subsidiaries and associate Board Independence is the unnoticed. individual’s interest. manner, uninfluenced by . Independent Directors have a channels for employees to subsidiary or associate immediately preceding the companies; cornerstone of accountability. . ID is not a shareholder, promoter or other directors. large role to play in the submit complaints about . Induction of Independent In conclusion provision for company; financial year in which he is Global best practice suggests that director or officer of any Independent Director is not proposed to be appointed, of - is not related to promoters or shaping of the board’s questionable practices in the Directors is expected to member of stock exchange or appointing an independent substantial majority of the Board This is possible, if the a new concept in (ii) who is not a promoters – management at the Board agenda and decisions. They company; qualitatively change the capital markets intermediary; director in a listed company should consist of directors who Bangladesh. First time or directors in the level or at one level below the Independent Directors have the are in a position to direct the composition of the Board. should also apply in all public . Independent Directors Bangladesh Securities and company, its holding, (A) a firm of auditors or company Board; are independent. Independent business acumen, the ability to board’s attention to matters . ID is currently not and have companies. Also the provision should also liaise with Exchange Commission subsidiary or associate secretaries in practice or cost Directors should meet look ahead of our times in terms of which require detailed Declaration of not been acting as a partner should apply to government regulators and provide inputs (BSEC) in their corporate company; auditors of the company or its - has not been an executive of periodically alone, without the emerging trends in business etc., analysis and review; or executive of the Company’s companies in the same manner in on compliance challenges Independence governance guideline holding, subsidiary or the company in the CEO or Executive directors. They as the corporate boards are statutory audit firm, during order to bring uniformity in law (c) who has or had immediately preceding and emerging compliance dated February 20, 2006 associate company; or also suggest that some business boards. This calls for . Independent Directors can the preceding 3 (three) years; and professionalism and no pecuniary Every Independent Director shall inducted the concept of financial ears; considerable experience and ensure that the tone and issues; relationship with the (B) any legal or a consulting firm committees of the Board should at first meeting of the Board in independence in the Independent Director. Sub squinty exposure. tenor of the board’s . ID is not an Independent company, its holding, that has or had any - is not a partner or an be maintained viz., Audit . Rules and regulations alone every financial year or whenever management of such companies. amended on August 07, 2012. Prerequisites for discussions and decisions are Director in more than 3 subsidiary or associate transaction with the company, executive of the statutory Committee, Remuneration cannot ensure that there is any change in the According to BSEC guideline at Independent Directors As the Independent Directors in conformity with the (three) listed companies; company, or their promoters, its holding, subsidiary or audit firm or the internal audit Committee, Nomination companies are clean and circumstances which may affect Now a days it is very difficult to least 1/5 of the Board member enter corporate boards with stewardship function of the or directors, during the two associate company firm that is associated with Committee and Compliance and honest. There should be an his status as an Independent find out the right person for (but not less than 1) must be Independent Directors should be different backgrounds and board and management; . ID has not been convicted by immediately preceding amounting to ten percent or the company and has not Ethics Committee to comprise of atmosphere of ethical Director, needs a declaration that appointing as Independent independent for the listed business acumen, knowledgeable exposure, an intensive training a court of competent more of the gross turnover of been a partner or an conduct and a proper mind he meets the criteria of Director. BSEC may prepare a individuals of proven integrity who financial years or during the Independent Directors. will have the effect of enhancing . Independent Directors needs jurisdiction as a defaulter in companies. executive of any such firm for set to do the right thing; independence mentioned in the current financial year; such firm; their capabilities. The professional to stand up to management if payment of any loan to a panel of prospective candidates are able to ensure compliance the last three years. This will Bangladesh Securities and Who are Eligible for bodies like ICSB will have to take necessary. They should never Bank or a Non-Bank Financial for selecting Independent The primary objectives for with financial, regulatory and (d) none of whose relatives has (iii) holds together with his also apply to legal firms and . The Independent Directors Exchange Commission (BSEC) Appointment of an early lead in this discretion. be the rubber stamp; Institution (NBFI); and Directors and companies to appointing Independent Directors corporate laws and make a or had pecuniary relationship relatives two per cent. or more consulting firms that have a have a great responsibility to Independent Directors? Notification No: compel to appoint Independent on the board of listed companies meaningful contribution towards or transaction with the of the total voting power of material association with the create, preserve and SEC/CMRRCD/2006-158/134/ad . Independent Directors . ID has not been convicted for Director out of the panel. And that is to ensure that any action for the business. company, its holding, the company; or entity; Tenure of Independent strengthen the ethical and min/44 dated 7 August 2012. should also conduct periodic a criminal offence involving would be more effective. wrong doing by the majority subsidiary or associate Following persons are eligible for Directors moral fabric of the company; Contents of such declaration are (iv) is a Chief Executive or - is not a supplier, service executive sessions without moral turpitude. Directors is brought under check Companies Act company, or their promoters, appointment of Independent stated below: director, by whatever name management being present . and also for value addition on the or directors, amounting to two provider or customer of the Director as per corporate An Independent Director shall Independent Directors called, of any non-profit company; so that they can discuss and should serve as independent Finally obtain Name of the board of companies. Our Companies Act 1994 doesn’t per cent or more of its gross governance guideline issued by hold office for a term up to three . ID holds less than one organization that receives debate issues in an open and watchdogs serving the Independent Director, signature have provision of Independent turnover or total income or - is not a substantial the Bangladesh Securities and consecutive years on the Board of percent (1%) shares of the twenty-five per cent or more frank manner; interests of shareholders; and and date. It is the opinion of law makers that Directors. However, Indian fifty lakh rupees or such shareholder of the company; a Company, but shall be eligible of its receipts from the Exchange Commission notification: directors who are free of any Companies Act 2013 specially higher amount as may be

26 January - March 2017 « ARTICLE

prescribed, whichever is company, any of its - is not affiliated with a not- - Business / Corporate Leader for reappointment for a further . Corporate Governance will . Shareholders rely on total paid-up shares in the Conclusion one term. No independent Independent Directors to lower, during the two promoters, directors or its for- profit entity that receives - Bureaucrats with long continue to be primary Company; director shall hold office for more protect their interests, immediately preceding holding, subsidiary or significant contributions from exposures in management responsibility of Independent Rules and regulations alone . ID is not a sponsor of the financial years or during the associate company or that the company; than two consecutive terms. Directors; address conflicts of interest cannot ensure that companies are - University Teacher with Company, nor connected (on current financial year; holds two per cent or more of and to ensure that clean and honest. There should - within the last five years has Economics or Business . The actions of the the basis of family the total voting power of the Role of Independent shareholders and the be an atmosphere of ethical not had any business Studies or Law background Independent Directors should relationship) with the any of (e) Who, neither himself nor any company. Directors business is managed properly conduct and a proper mind set to relationship, with the demonstrate ethics, integrity, the Company’s sponsors, of his relatives- - Professionals like by management. do the right thing. The ntroduction interest in the company will be in a gives the definition of the company (other than service honesty and transparency; directors or share holder who (i) holds or has held the position Global Practice . The Independent Directors Independent Directors have a position to objectively judge the Independent Director as under: as a director); * Chartered Accountants Effective instrument of holds one percent (1%) or of a key managerial can provide guidance for . Executive compensation is great responsibility to create, An independent director is a management process and * Cost and Management more of the total paid-up personnel or is or has been Independent Director means - has not had any of the management’s decisions and another area where Governance preserve and strengthen the non-executive member of the decisions being taken by them. An independent director in Accountants shares of the Company; employee of the company of non-executive director of the relationships with any affiliate ensure a focus on the leadership of Independent ethical and moral fabric of the board of directors of an For this purpose, many countries relation to a company, means a the company or its holding, Company who: of the company; and * Chartered Secretaries investors’ interest over those Directors is sought; . Helps to improve the . ID does not have any other company. Independent Directors incorporated company, who, apart in their Companies Act and Listing director other than a managing of the management; standard of corporate subsidiary or associate - is not a member of the relationship, whether should serve as independent from receiving director's Agreement have laid down the director or a whole-time director - apart from receiving director - Must have at least 12 (twelve) . Independent Directors can governance; company in any of the three immediate family of any pecuniary or otherwise, with watchdogs serving the interests of remuneration, does not have any criteria for deciding whether a or a nominee director- remuneration; years of corporate . The powers of Independent play a very important part in financial yeas immediately person described above. the Company or its shareholders. Shareholders rely material interest in the company. particular director is independent management/professional Directors are not merely the area of compliance. They . With better accountability to (a) Who, in the opinion of the preceding the financial year - does not have any material subsidiary/associated on Independent Directors to Independent Directors are or not. experiences. persuasive. Statute bestows should play a watchdog role stakeholders; Board, is a person of integrity in which he is proposed to be pecuniary relationships or companies; protect their interests, address appointed on the board to protect Board Independence - upon them the power of the in the compliance area; and possesses relevant appointed : transactions with the conflicts of interest and to ensure the interest of all shareholders Ideally, independence means to Cornerstone of Unless they are disqualified under vote which is much more . Transparency in the expertise and experience; company, its promoters, its . ID is not a member, director and ensure that any fraudulent or independence of mind and the the law Independent Directors effective than mere . Independent Directors operational activities by that shareholders and the (ii) is or has been an employee or senior management or its Accountability or officer of any stock incompetent action on the part of ability to judge a matter without can participate in the decision persuasive power of words; should also facilitate adequate and meaningful business is managed properly by (b) (i) Who or was not a promoter proprietor or a partner, in any holding company, its exchange; the management does not go any prejudice or bias towards any making process in an objective confidential and anonymous disclosures; management. of the company or its holding, of the three financial years subsidiaries and associate Board Independence is the unnoticed. individual’s interest. manner, uninfluenced by . Independent Directors have a channels for employees to subsidiary or associate immediately preceding the companies; cornerstone of accountability. . ID is not a shareholder, promoter or other directors. large role to play in the submit complaints about . Induction of Independent In conclusion provision for company; financial year in which he is Global best practice suggests that director or officer of any Independent Director is not proposed to be appointed, of - is not related to promoters or shaping of the board’s questionable practices in the Directors is expected to member of stock exchange or appointing an independent substantial majority of the Board This is possible, if the a new concept in (ii) who is not a promoters – management at the Board agenda and decisions. They company; qualitatively change the capital markets intermediary; director in a listed company should consist of directors who Bangladesh. First time or directors in the level or at one level below the Independent Directors have the are in a position to direct the composition of the Board. should also apply in all public . Independent Directors Bangladesh Securities and company, its holding, (A) a firm of auditors or company Board; are independent. Independent business acumen, the ability to board’s attention to matters . ID is currently not and have companies. Also the provision should also liaise with Exchange Commission subsidiary or associate secretaries in practice or cost Directors should meet look ahead of our times in terms of which require detailed Declaration of not been acting as a partner should apply to government regulators and provide inputs (BSEC) in their corporate company; auditors of the company or its - has not been an executive of periodically alone, without the emerging trends in business etc., analysis and review; or executive of the Company’s companies in the same manner in on compliance challenges Independence governance guideline holding, subsidiary or the company in the CEO or Executive directors. They as the corporate boards are statutory audit firm, during order to bring uniformity in law (c) who has or had immediately preceding and emerging compliance dated February 20, 2006 associate company; or also suggest that some business boards. This calls for . Independent Directors can the preceding 3 (three) years; and professionalism and no pecuniary Every Independent Director shall inducted the concept of financial ears; considerable experience and ensure that the tone and issues; relationship with the (B) any legal or a consulting firm committees of the Board should at first meeting of the Board in independence in the Independent Director. Sub squinty exposure. tenor of the board’s . ID is not an Independent company, its holding, that has or had any - is not a partner or an be maintained viz., Audit . Rules and regulations alone every financial year or whenever management of such companies. amended on August 07, 2012. Prerequisites for discussions and decisions are Director in more than 3 subsidiary or associate transaction with the company, executive of the statutory Committee, Remuneration cannot ensure that there is any change in the According to BSEC guideline at Independent Directors As the Independent Directors in conformity with the (three) listed companies; company, or their promoters, its holding, subsidiary or audit firm or the internal audit Committee, Nomination companies are clean and circumstances which may affect Now a days it is very difficult to least 1/5 of the Board member enter corporate boards with stewardship function of the or directors, during the two associate company firm that is associated with Committee and Compliance and honest. There should be an his status as an Independent find out the right person for (but not less than 1) must be Independent Directors should be different backgrounds and board and management; . ID has not been convicted by immediately preceding amounting to ten percent or the company and has not Ethics Committee to comprise of atmosphere of ethical Director, needs a declaration that appointing as Independent independent for the listed business acumen, knowledgeable exposure, an intensive training a court of competent more of the gross turnover of been a partner or an conduct and a proper mind he meets the criteria of Director. BSEC may prepare a individuals of proven integrity who financial years or during the Independent Directors. will have the effect of enhancing . Independent Directors needs jurisdiction as a defaulter in companies. executive of any such firm for set to do the right thing; independence mentioned in the current financial year; such firm; their capabilities. The professional to stand up to management if payment of any loan to a panel of prospective candidates are able to ensure compliance the last three years. This will Bangladesh Securities and Who are Eligible for bodies like ICSB will have to take necessary. They should never Bank or a Non-Bank Financial for selecting Independent The primary objectives for with financial, regulatory and (d) none of whose relatives has (iii) holds together with his also apply to legal firms and . The Independent Directors Exchange Commission (BSEC) Appointment of an early lead in this discretion. be the rubber stamp; Institution (NBFI); and Directors and companies to appointing Independent Directors corporate laws and make a or had pecuniary relationship relatives two per cent. or more consulting firms that have a have a great responsibility to Independent Directors? Notification No: compel to appoint Independent on the board of listed companies meaningful contribution towards or transaction with the of the total voting power of material association with the create, preserve and SEC/CMRRCD/2006-158/134/ad . Independent Directors . ID has not been convicted for Director out of the panel. And that is to ensure that any action for the business. company, its holding, the company; or entity; Tenure of Independent strengthen the ethical and min/44 dated 7 August 2012. should also conduct periodic a criminal offence involving would be more effective. wrong doing by the majority subsidiary or associate Following persons are eligible for Directors moral fabric of the company; Contents of such declaration are (iv) is a Chief Executive or - is not a supplier, service executive sessions without moral turpitude. Directors is brought under check Companies Act company, or their promoters, appointment of Independent stated below: director, by whatever name management being present . and also for value addition on the or directors, amounting to two provider or customer of the Director as per corporate An Independent Director shall Independent Directors called, of any non-profit company; so that they can discuss and should serve as independent Finally obtain Name of the board of companies. Our Companies Act 1994 doesn’t per cent or more of its gross governance guideline issued by hold office for a term up to three . ID holds less than one organization that receives debate issues in an open and watchdogs serving the Independent Director, signature have provision of Independent turnover or total income or - is not a substantial the Bangladesh Securities and consecutive years on the Board of percent (1%) shares of the twenty-five per cent or more frank manner; interests of shareholders; and and date. It is the opinion of law makers that Directors. However, Indian fifty lakh rupees or such shareholder of the company; a Company, but shall be eligible of its receipts from the Exchange Commission notification: directors who are free of any Companies Act 2013 specially higher amount as may be

January - March 2017 27 « ARTICLE

prescribed, whichever is company, any of its - is not affiliated with a not- - Business / Corporate Leader for reappointment for a further . Corporate Governance will . Shareholders rely on total paid-up shares in the Conclusion one term. No independent lower, during the two promoters, directors or its for- profit entity that receives - Bureaucrats with long continue to be primary Independent Directors to Company; director shall hold office for more immediately preceding holding, subsidiary or significant contributions from exposures in management responsibility of Independent protect their interests, Rules and regulations alone . ID is not a sponsor of the financial years or during the associate company or that the company; than two consecutive terms. Directors; address conflicts of interest cannot ensure that companies are - University Teacher with Company, nor connected (on current financial year; holds two per cent or more of and to ensure that clean and honest. There should - within the last five years has Economics or Business . The actions of the the basis of family the total voting power of the Role of Independent shareholders and the be an atmosphere of ethical not had any business Studies or Law background Independent Directors should relationship) with the any of (e) Who, neither himself nor any company. Directors business is managed properly conduct and a proper mind set to relationship, with the demonstrate ethics, integrity, the Company’s sponsors, of his relatives- - Professionals like by management. do the right thing. The ntroduction interest in the company will be in a gives the definition of the company (other than service honesty and transparency; directors or share holder who (i) holds or has held the position Global Practice . The Independent Directors Independent Directors have a position to objectively judge the Independent Director as under: as a director); * Chartered Accountants Effective instrument of holds one percent (1%) or of a key managerial can provide guidance for . Executive compensation is great responsibility to create, An independent director is a management process and * Cost and Management more of the total paid-up personnel or is or has been Independent Director means - has not had any of the management’s decisions and another area where Governance preserve and strengthen the non-executive member of the decisions being taken by them. An independent director in Accountants shares of the Company; employee of the company of non-executive director of the relationships with any affiliate ensure a focus on the leadership of Independent ethical and moral fabric of the board of directors of an For this purpose, many countries relation to a company, means a the company or its holding, Company who: of the company; and * Chartered Secretaries investors’ interest over those Directors is sought; . Helps to improve the . ID does not have any other company. Independent Directors incorporated company, who, apart in their Companies Act and Listing director other than a managing of the management; standard of corporate subsidiary or associate - is not a member of the relationship, whether should serve as independent from receiving director's Agreement have laid down the director or a whole-time director - apart from receiving director - Must have at least 12 (twelve) . Independent Directors can governance; company in any of the three immediate family of any pecuniary or otherwise, with watchdogs serving the interests of remuneration, does not have any criteria for deciding whether a or a nominee director- remuneration; years of corporate . The powers of Independent play a very important part in financial yeas immediately person described above. the Company or its shareholders. Shareholders rely material interest in the company. particular director is independent management/professional Directors are not merely the area of compliance. They . With better accountability to (a) Who, in the opinion of the preceding the financial year - does not have any material subsidiary/associated on Independent Directors to Independent Directors are or not. experiences. persuasive. Statute bestows should play a watchdog role stakeholders; Board, is a person of integrity in which he is proposed to be pecuniary relationships or companies; protect their interests, address appointed on the board to protect Board Independence - upon them the power of the in the compliance area; and possesses relevant appointed : transactions with the conflicts of interest and to ensure the interest of all shareholders Ideally, independence means to Cornerstone of Unless they are disqualified under vote which is much more . Transparency in the expertise and experience; company, its promoters, its . ID is not a member, director and ensure that any fraudulent or independence of mind and the the law Independent Directors effective than mere . Independent Directors operational activities by that shareholders and the (ii) is or has been an employee or senior management or its Accountability or officer of any stock incompetent action on the part of ability to judge a matter without can participate in the decision persuasive power of words; should also facilitate adequate and meaningful business is managed properly by (b) (i) Who or was not a promoter proprietor or a partner, in any holding company, its exchange; the management does not go any prejudice or bias towards any making process in an objective confidential and anonymous disclosures; management. of the company or its holding, of the three financial years subsidiaries and associate Board Independence is the unnoticed. individual’s interest. manner, uninfluenced by . Independent Directors have a channels for employees to subsidiary or associate immediately preceding the companies; cornerstone of accountability. . ID is not a shareholder, promoter or other directors. large role to play in the submit complaints about . Induction of Independent In conclusion provision for company; financial year in which he is Global best practice suggests that director or officer of any Independent Director is not proposed to be appointed, of - is not related to promoters or shaping of the board’s questionable practices in the Directors is expected to member of stock exchange or appointing an independent substantial majority of the Board This is possible, if the a new concept in (ii) who is not a promoters – management at the Board agenda and decisions. They company; qualitatively change the capital markets intermediary; director in a listed company should consist of directors who Bangladesh. First time or directors in the level or at one level below the Independent Directors have the are in a position to direct the composition of the Board. should also apply in all public . Independent Directors Bangladesh Securities and company, its holding, (A) a firm of auditors or company Board; are independent. Independent business acumen, the ability to board’s attention to matters . ID is currently not and have companies. Also the provision should also liaise with Exchange Commission subsidiary or associate secretaries in practice or cost Directors should meet look ahead of our times in terms of which require detailed Declaration of not been acting as a partner should apply to government regulators and provide inputs (BSEC) in their corporate company; auditors of the company or its - has not been an executive of periodically alone, without the emerging trends in business etc., analysis and review; or executive of the Company’s companies in the same manner in on compliance challenges Independence governance guideline holding, subsidiary or the company in the CEO or Executive directors. They as the corporate boards are statutory audit firm, during order to bring uniformity in law (c) who has or had immediately preceding and emerging compliance dated February 20, 2006 associate company; or also suggest that some business boards. This calls for . Independent Directors can the preceding 3 (three) years; and professionalism and no pecuniary Every Independent Director shall inducted the concept of financial ears; considerable experience and ensure that the tone and issues; relationship with the (B) any legal or a consulting firm committees of the Board should at first meeting of the Board in independence in the Independent Director. Sub squinty exposure. tenor of the board’s . ID is not an Independent company, its holding, that has or had any - is not a partner or an be maintained viz., Audit . Rules and regulations alone every financial year or whenever management of such companies. amended on August 07, 2012. Prerequisites for discussions and decisions are Director in more than 3 subsidiary or associate transaction with the company, executive of the statutory Committee, Remuneration cannot ensure that there is any change in the According to BSEC guideline at Independent Directors As the Independent Directors in conformity with the (three) listed companies; company, or their promoters, its holding, subsidiary or audit firm or the internal audit Committee, Nomination companies are clean and circumstances which may affect Now a days it is very difficult to least 1/5 of the Board member enter corporate boards with stewardship function of the or directors, during the two associate company firm that is associated with Committee and Compliance and honest. There should be an his status as an Independent find out the right person for (but not less than 1) must be Independent Directors should be different backgrounds and board and management; . ID has not been convicted by immediately preceding amounting to ten percent or the company and has not Ethics Committee to comprise of atmosphere of ethical Director, needs a declaration that appointing as Independent independent for the listed business acumen, knowledgeable exposure, an intensive training a court of competent more of the gross turnover of been a partner or an conduct and a proper mind he meets the criteria of Director. BSEC may prepare a individuals of proven integrity who financial years or during the Independent Directors. will have the effect of enhancing . Independent Directors needs jurisdiction as a defaulter in companies. executive of any such firm for set to do the right thing; independence mentioned in the current financial year; such firm; their capabilities. The professional to stand up to management if payment of any loan to a panel of prospective candidates are able to ensure compliance the last three years. This will Bangladesh Securities and Who are Eligible for bodies like ICSB will have to take necessary. They should never Bank or a Non-Bank Financial for selecting Independent The primary objectives for with financial, regulatory and (d) none of whose relatives has (iii) holds together with his also apply to legal firms and . The Independent Directors Exchange Commission (BSEC) Appointment of an early lead in this discretion. be the rubber stamp; Institution (NBFI); and Directors and companies to appointing Independent Directors corporate laws and make a or had pecuniary relationship relatives two per cent. or more consulting firms that have a have a great responsibility to Independent Directors? Notification No: compel to appoint Independent on the board of listed companies meaningful contribution towards or transaction with the of the total voting power of material association with the create, preserve and SEC/CMRRCD/2006-158/134/ad . Independent Directors . ID has not been convicted for Director out of the panel. And that is to ensure that any action for the business. company, its holding, the company; or entity; Tenure of Independent strengthen the ethical and min/44 dated 7 August 2012. should also conduct periodic a criminal offence involving would be more effective. wrong doing by the majority subsidiary or associate Following persons are eligible for Directors moral fabric of the company; Contents of such declaration are (iv) is a Chief Executive or - is not a supplier, service executive sessions without moral turpitude. Directors is brought under check Companies Act company, or their promoters, appointment of Independent stated below: director, by whatever name management being present . and also for value addition on the or directors, amounting to two provider or customer of the Director as per corporate An Independent Director shall Independent Directors » About the Author called, of any non-profit company; so that they can discuss and should serve as independent Finally obtain Name of the board of companies. Our Companies Act 1994 doesn’t per cent or more of its gross governance guideline issued by hold office for a term up to three . ID holds less than one Fellow & Founder Member organization that receives debate issues in an open and watchdogs serving the Independent Director, signature have provision of Independent turnover or total income or - is not a substantial the Bangladesh Securities and consecutive years on the Board of percent (1%) shares of the of the Institute twenty-five per cent or more frank manner; interests of shareholders; and and date. It is the opinion of law makers that Directors. However, Indian fifty lakh rupees or such shareholder of the company; a Company, but shall be eligible of its receipts from the Exchange Commission notification: directors who are free of any Companies Act 2013 specially higher amount as may be

28 January - March 2017 « ARTICLE

to serve the self interest of the Compliance Committee, whether required time can be determines that the director has To find out the impact of Corporate Governance INDEPENDENT DIRECTOR-A MISNOMER! people controlling the business, Performance Evaluation devoted by incumbent; whether 'no material relationship' with the Independent Director on practices in the respective ignoring the interest of the Committee and Audit Committee. the incumbent is aware of his role, listed company, either directly or corporate Board and their Companies. common people. In the debacle of responsibilities and public as a partner, shareholder or officer independence in discharge of - Prof. Dr. Feroz I. Faruque FCS capital market, the role of All these committees shall consist expectation for the position; of an organization that has a duties, the following parameters Conclusion independent directors cannot be of independent directors only. director's free access to relationship with the company." were mostly examined in India: For the last two decades, ackground of that time the most brilliant and of eventual demise. The finances beyond questions because the Establishment of internal audit management and i. Qualification of Independent NASDAQ’s rules say that an corporate scholars have dealt with Independent course clean personality available were a disaster, resulting due to interest of the small investors functions with competent documentations; courage, market Director; independent director must not be the issues of Corporate BDirector Concept in UK was appointed as poor management and could not be adequately professionals is also a prerequisite reputation and afford to be ii. Experience of Independent independent director in the board intentional deception and frauds. an officer or employee of the Governance. Across all protected due to misleading and for corporate governance. The independent; remuneration Director; jurisdictions, it has been felt that of Lloyds Insurance Company to Poor management, maybe, company or its subsidiaries or any The common law concept of the incorrect information and rumors. compulsory adoption of a code of matching his qualification, time iii. Types of remuneration the issues like governance failure, oversee the entire gamut of referred to as systemic Corporate other individual having a disinterested director developed A listed company having a strong business conduct and ethical and experience; age and physical received by the Independent corporate fraud etc. may be Lloyd’s insurance Company Governance failure. This case relationship that, in the opinion of into the model of an independent culture of corporate governance standards are also given due fitness; and self-declaration of Director; resolved through the introduction operations with particular re-emphasized the importance of the company's board of directors, director and was advocated by the seldom resorts to such misleading importance in order to conform to eligibility of the independent iv. Number of Other Companies of Independent Director. But, attention to its underwriting Corporate Governance and an would interfere with the exercise Securities and Exchange information and rumors to market. the best corporate governance director and should sign a Non in which Independent experience has not always been in functions. interesting fact is that there were of independent judgment in Commission (SEC) of USA as a It should be kept in mind that practices. Disclosure Agreement (NDA) for Director holds position; the affirmative. It has been many Independent Directors in carrying out the responsibilities of general ideal and by court independent directors should obvious reasons. The present experienced that, in spite of good Just as the global Corporate WorldCom. A similar experience a director. v. Past Relationship with the decisions in a variety of situations. also play a supporting role to the The appointment of independent system of Independent number of Independent Directors Governance movement was going stands in case of Satyam in India. Company; The SEC has generally succeeded functions of both executive and directors should be made under a Directorship (ID) is nothing but in the board, companies have into a bit of hibernation, there India vi. Board Meeting attended by in imposing its corporate non-executive directors without policy guideline, including Relationship Directorship (RD) failed. Independent Directors came the Enron debacle of 2001. Independent Director during were introduced voluntarily as a governance views Conceptual scarifying the independence and appointment by the Bangladesh In India as of 2004, a majority of Practices in India, Singapore and the year. measure of good governance in concerning independent Approach-Definition prime role of the independent Security and Exchange the minimum seven directors of Malaysia can also be reviewed to the United States in the 1950s directors in the wake of THE APPOINTMENT OF INDEPENDENT director. Commission(BSEC) based on the public companies having share On the side of Corporate DIRECTORS SHOULD BE MADE UNDER of Independent crystallize the issues involved in before they were mandated by scandals. Although the profile of the independent capital in excess of Rs. 50 million Governance, the following were A POLICY GUIDELINE, INCLUDING Director updating a better guideline to this law. After the Cadbury Committee composition and behavior As such, a system of corporate directors not submitted by listed (Rs 50,000,000) should be mostly studied in India: APPOINTMENT BY THE BANGLADESH effect in Bangladesh. A Report in the year 2002, of securities markets and governance including companies and banks. BSEC independent. Clause 49 of the i. Shareholding pattern SECURITY AND EXCHANGE A non-executive director is appointment of an independent should independently invite open nominated director representing development with regard to investors has changed listing agreements defines ii. Board composition COMMISSION(BSEC) BASED ON THE a member of a company's director needs to be reconciled EOI from the market and make a institutional investors should not Independent Director in US and drastically since the SEC PROFILE OF THE INDEPENDENT independent directors as follows: UK witnessed proliferation. In board of directors who is with the ground realities of panel and interview the short be considered as an independent iii. Number of meetings was established in 1934 in DIRECTORS NOT SUBMITTED BY India, the concept of Independent not part of the executive Bangladesh, since corporate listed candidate and deploy in director. The required provision for attended by Board members USA, the SEC has persisted LISTED COMPANIES AND BANKS. "For the purpose of this clause the Director was conceived in the later team. A non-executive ownership and control are not public listed companies per the removal of independent iv. Number of committees in the in its path dependent view expression 'independent part of 1990s’, when the Securities director typically does not directors should be in existence if Board that independent directors, ever uniform in an emerging economy suitability of the candidate for a directors' means directors who and Exchange Board of India The collapse of Enron was one of engage in the day-to-day s/he fails to perform the more stringently defined, should like us and markets are mostly fixed term subject to renewable apart from receiving director's v. Type of directors heading (SEBI) mandated that all large the largest bankruptcies in US management of the organization, dominate the boards of public dominated by many family based on performance to be designated duties and public remuneration, do not have any each committee public listed companies in India history. The stock price companies. This article will but is involved in policy making managed entities. evaluated by the BSEC. The BSEC expectations. Resignation of the other material pecuniary vi. Disclosures by company are to have Independent Director. dramatically collapsed from $80 and planning exercises. independent director either critically address the question of should also conduct proper relationship or transactions with vii. Risk factor disclosed by the per share to $.30 per share. The Unfortunately, in a number of voluntarily or forcefully warrants what is the function and rationale It may be noted here that the New diligence as to competence, the company, its promoters, its company The independent director idea collapse was mainly due to the for such directors. An cases, independent directors are York Stock Exchange regulations independence, knowledge and immediate investigation by the management or its subsidiaries, has not been embraced all over management’s fraudulent viii. Adoption of ethical code Independent director is a director appointed by the choice and prescribe that a majority of the experience of the incumbent. regulatory agencies for public which in judgment of the board the world. Neither has practices and care free activities (member) of a board of directors convenience of the owners and board should be comprised of interest to unearth the incidents may affect independence of shareholder primacy. In particular, of its auditors who failed to The researcher has thereafter who does not have a material or elected directors. It will not be independent directors and the Also important are adequate and assess the position. judgment of the directors." in some countries the controlling discover such malpractices of its attempted to establish the shareholder is considered to be pecuniary relationship with irrelevant to mention that many of definition of an independent technical knowledge to review client including influencing to relationship between not independent because one of company or related persons, the independent directors director has been tightened. legal and statutory compliance; United States The Companies Act, 2013, most appoint auditors’ headhunted Independent Director and the goals of corporate except having sitting fees. In consider their appointment as sufficient knowledge on the sections of which got senior officers. Enron lied about its Corporate Governance in three governance is the protection of England the independent director prestigious, rather than focusing Further, non-executive and industry/business of the entity; The NYSE and NASDAQ stock implemented from 1st April 2014, profits and when the deception steps: minority shareholders. Also, concept was a little loudly on their expected role. independent directors meet at not related to promoters and exchange standards for has mandated all listed public was unfolded, investors and - Comparative analysis of where the government is a major pronounced in 1983 when a series regular intervals without management at the board level independent directors are similar. companies to have at least creditors pulled back their Independent Directors shareholder, the independent of frauds were discovered in the There are lots of peculiarities in management. In order to ensure and not connected with business Both require that "a majority of one-third of the total Directors to financial resources, which finally - Status analysis of Corporate director model is problematic. underwriting function of the Bangladesh unlike many other good corporate governance, it is directly or indirectly in any way; the board of directors of a listed be independent. Whereas in the caused the company to face Governance practices of the Lloyds Insurance Company after countries. Rules and regulations mandatory to constitute a few more than one independent company be 'independent,'" The case of certain classes of unlisted bankruptcy. Over expansion and companies about 200 years of its framed for a particular purpose committees, such as, Corporate director should be there to defend NYSE states: "no director qualifies public companies, shall have at excessive borrowings have also inception/operations. After that at are seen to be misused with Governance Committee, the debate initiated and balance as 'independent' unless the board least two directors as - Comparative influence of contributed to the company’s malafied intention and often used Compensation Committee, the board at a minimum level; of directors affirmatively independent directors: Independent Director on

January - March 2017 29 « ARTICLE

to serve the self interest of the Compliance Committee, whether required time can be determines that the director has To find out the impact of Corporate Governance people controlling the business, Performance Evaluation devoted by incumbent; whether 'no material relationship' with the Independent Director on practices in the respective ignoring the interest of the Committee and Audit Committee. the incumbent is aware of his role, listed company, either directly or corporate Board and their Companies. common people. In the debacle of responsibilities and public as a partner, shareholder or officer independence in discharge of capital market, the role of All these committees shall consist expectation for the position; of an organization that has a duties, the following parameters Conclusion independent directors cannot be of independent directors only. director's free access to relationship with the company." were mostly examined in India: For the last two decades, ackground of that time the most brilliant and of eventual demise. The finances beyond questions because the Establishment of internal audit management and i. Qualification of Independent NASDAQ’s rules say that an corporate scholars have dealt with Independent course clean personality available were a disaster, resulting due to interest of the small investors functions with competent documentations; courage, market Director; independent director must not be the issues of Corporate Director Concept in UK was appointed as poor management and could not be adequately professionals is also a prerequisite reputation and afford to be ii. Experience of Independent independent director in the board intentional deception and frauds. an officer or employee of the Governance. Across all protected due to misleading and for corporate governance. The independent; remuneration Director; jurisdictions, it has been felt that of Lloyds Insurance Company to Poor management, maybe, company or its subsidiaries or any The common law concept of the incorrect information and rumors. compulsory adoption of a code of matching his qualification, time iii. Types of remuneration the issues like governance failure, oversee the entire gamut of referred to as systemic Corporate other individual having a disinterested director developed A listed company having a strong business conduct and ethical and experience; age and physical received by the Independent corporate fraud etc. may be Lloyd’s insurance Company Governance failure. This case relationship that, in the opinion of into the model of an independent culture of corporate governance standards are also given due fitness; and self-declaration of Director; resolved through the introduction operations with particular re-emphasized the importance of the company's board of directors, director and was advocated by the seldom resorts to such misleading importance in order to conform to eligibility of the independent iv. Number of Other Companies of Independent Director. But, attention to its underwriting Corporate Governance and an would interfere with the exercise Securities and Exchange information and rumors to market. the best corporate governance director and should sign a Non in which Independent experience has not always been in functions. interesting fact is that there were of independent judgment in Commission (SEC) of USA as a It should be kept in mind that practices. Disclosure Agreement (NDA) for Director holds position; the affirmative. It has been many Independent Directors in carrying out the responsibilities of general ideal and by court independent directors should obvious reasons. The present experienced that, in spite of good Just as the global Corporate WorldCom. A similar experience a director. v. Past Relationship with the decisions in a variety of situations. also play a supporting role to the The appointment of independent system of Independent number of Independent Directors Governance movement was going stands in case of Satyam in India. Company; The SEC has generally succeeded functions of both executive and directors should be made under a Directorship (ID) is nothing but in the board, companies have into a bit of hibernation, there India vi. Board Meeting attended by in imposing its corporate non-executive directors without policy guideline, including Relationship Directorship (RD) failed. Independent Directors came the Enron debacle of 2001. Independent Director during were introduced voluntarily as a governance views Conceptual scarifying the independence and appointment by the Bangladesh In India as of 2004, a majority of Practices in India, Singapore and the year. measure of good governance in concerning independent Approach-Definition prime role of the independent Security and Exchange the minimum seven directors of Malaysia can also be reviewed to the United States in the 1950s directors in the wake of director. Commission(BSEC) based on the public companies having share On the side of Corporate of Independent crystallize the issues involved in before they were mandated by scandals. Although the profile of the independent capital in excess of Rs. 50 million Governance, the following were Director updating a better guideline to this law. After the Cadbury Committee composition and behavior As such, a system of corporate directors not submitted by listed (Rs 50,000,000) should be mostly studied in India: effect in Bangladesh. A Report in the year 2002, of securities markets and governance including companies and banks. BSEC independent. Clause 49 of the i. Shareholding pattern A non-executive director is appointment of an independent should independently invite open nominated director representing development with regard to investors has changed listing agreements defines ii. Board composition a member of a company's director needs to be reconciled EOI from the market and make a institutional investors should not Independent Director in US and drastically since the SEC independent directors as follows: UK witnessed proliferation. In board of directors who is with the ground realities of panel and interview the short be considered as an independent iii. Number of meetings was established in 1934 in India, the concept of Independent not part of the executive Bangladesh, since corporate listed candidate and deploy in director. The required provision for attended by Board members USA, the SEC has persisted "For the purpose of this clause the Director was conceived in the later team. A non-executive ownership and control are not public listed companies per the removal of independent iv. Number of committees in the in its path dependent view expression 'independent part of 1990s’, when the Securities director typically does not directors should be in existence if Board that independent directors, ever uniform in an emerging economy suitability of the candidate for a directors' means directors who and Exchange Board of India The collapse of Enron was one of engage in the day-to-day s/he fails to perform the more stringently defined, should like us and markets are mostly fixed term subject to renewable apart from receiving director's v. Type of directors heading (SEBI) mandated that all large the largest bankruptcies in US management of the organization, dominate the boards of public dominated by many family based on performance to be designated duties and public remuneration, do not have any each committee public listed companies in India history. The stock price companies. This article will but is involved in policy making managed entities. evaluated by the BSEC. The BSEC expectations. Resignation of the other material pecuniary vi. Disclosures by company are to have Independent Director. dramatically collapsed from $80 and planning exercises. independent director either critically address the question of should also conduct proper relationship or transactions with vii. Risk factor disclosed by the per share to $.30 per share. The Unfortunately, in a number of voluntarily or forcefully warrants what is the function and rationale It may be noted here that the New diligence as to competence, the company, its promoters, its company The independent director idea collapse was mainly due to the for such directors. An cases, independent directors are York Stock Exchange regulations independence, knowledge and immediate investigation by the management or its subsidiaries, has not been embraced all over management’s fraudulent viii. Adoption of ethical code Independent director is a director appointed by the choice and prescribe that a majority of the experience of the incumbent. regulatory agencies for public which in judgment of the board the world. Neither has practices and care free activities (member) of a board of directors convenience of the owners and board should be comprised of interest to unearth the incidents may affect independence of shareholder primacy. In particular, of its auditors who failed to The researcher has thereafter who does not have a material or elected directors. It will not be independent directors and the Also important are adequate and assess the position. judgment of the directors." in some countries the controlling discover such malpractices of its attempted to establish the shareholder is considered to be pecuniary relationship with irrelevant to mention that many of definition of an independent technical knowledge to review client including influencing to relationship between not independent because one of company or related persons, the independent directors director has been tightened. legal and statutory compliance; United States The Companies Act, 2013, most appoint auditors’ headhunted Independent Director and the goals of corporate except having sitting fees. In consider their appointment as sufficient knowledge on the sections of which got senior officers. Enron lied about its Corporate Governance in three governance is the protection of England the independent director prestigious, rather than focusing Further, non-executive and industry/business of the entity; The NYSE and NASDAQ stock implemented from 1st April 2014, profits and when the deception steps: minority shareholders. Also, concept was a little loudly on their expected role. independent directors meet at not related to promoters and exchange standards for has mandated all listed public was unfolded, investors and - Comparative analysis of where the government is a major pronounced in 1983 when a series regular intervals without management at the board level independent directors are similar. companies to have at least creditors pulled back their Independent Directors shareholder, the independent of frauds were discovered in the There are lots of peculiarities in management. In order to ensure and not connected with business Both require that "a majority of one-third of the total Directors to financial resources, which finally - Status analysis of Corporate director model is problematic. underwriting function of the Bangladesh unlike many other good corporate governance, it is directly or indirectly in any way; the board of directors of a listed be independent. Whereas in the caused the company to face Governance practices of the Lloyds Insurance Company after countries. Rules and regulations mandatory to constitute a few more than one independent company be 'independent,'" The case of certain classes of unlisted bankruptcy. Over expansion and companies about 200 years of its framed for a particular purpose committees, such as, Corporate director should be there to defend NYSE states: "no director qualifies public companies, shall have at excessive borrowings have also inception/operations. After that at are seen to be misused with Governance Committee, the debate initiated and balance as 'independent' unless the board least two directors as - Comparative influence of contributed to the company’s malafied intention and often used Compensation Committee, the board at a minimum level; of directors affirmatively independent directors: Independent Director on

30 January - March 2017 « ARTICLE

to serve the self interest of the Compliance Committee, whether required time can be determines that the director has To find out the impact of Corporate Governance people controlling the business, Performance Evaluation devoted by incumbent; whether 'no material relationship' with the Independent Director on practices in the respective ignoring the interest of the Committee and Audit Committee. the incumbent is aware of his role, listed company, either directly or corporate Board and their Companies. common people. In the debacle of responsibilities and public as a partner, shareholder or officer independence in discharge of capital market, the role of All these committees shall consist expectation for the position; of an organization that has a duties, the following parameters Conclusion independent directors cannot be of independent directors only. director's free access to relationship with the company." were mostly examined in India: For the last two decades, ackground of that time the most brilliant and of eventual demise. The finances beyond questions because the Establishment of internal audit management and i. Qualification of Independent NASDAQ’s rules say that an corporate scholars have dealt with Independent course clean personality available were a disaster, resulting due to interest of the small investors functions with competent documentations; courage, market Director; independent director must not be the issues of Corporate Director Concept in UK was appointed as poor management and could not be adequately professionals is also a prerequisite reputation and afford to be ii. Experience of Independent independent director in the board intentional deception and frauds. an officer or employee of the Governance. Across all protected due to misleading and for corporate governance. The independent; remuneration Director; jurisdictions, it has been felt that of Lloyds Insurance Company to Poor management, maybe, company or its subsidiaries or any The common law concept of the incorrect information and rumors. compulsory adoption of a code of matching his qualification, time iii. Types of remuneration the issues like governance failure, oversee the entire gamut of referred to as systemic Corporate other individual having a disinterested director developed A listed company having a strong business conduct and ethical and experience; age and physical received by the Independent corporate fraud etc. may be Lloyd’s insurance Company Governance failure. This case relationship that, in the opinion of into the model of an independent culture of corporate governance standards are also given due fitness; and self-declaration of Director; resolved through the introduction operations with particular re-emphasized the importance of the company's board of directors, director and was advocated by the seldom resorts to such misleading importance in order to conform to eligibility of the independent iv. Number of Other Companies of Independent Director. But, attention to its underwriting Corporate Governance and an would interfere with the exercise Securities and Exchange information and rumors to market. the best corporate governance director and should sign a Non in which Independent experience has not always been in functions. interesting fact is that there were of independent judgment in Commission (SEC) of USA as a It should be kept in mind that practices. Disclosure Agreement (NDA) for Director holds position; the affirmative. It has been many Independent Directors in carrying out the responsibilities of general ideal and by court independent directors should obvious reasons. The present experienced that, in spite of good Just as the global Corporate WorldCom. A similar experience a director. v. Past Relationship with the decisions in a variety of situations. also play a supporting role to the The appointment of independent system of Independent number of Independent Directors Governance movement was going stands in case of Satyam in India. Company; The SEC has generally succeeded functions of both executive and directors should be made under a Directorship (ID) is nothing but in the board, companies have into a bit of hibernation, there India vi. Board Meeting attended by in imposing its corporate non-executive directors without policy guideline, including Relationship Directorship (RD) failed. Independent Directors came the Enron debacle of 2001. Independent Director during were introduced voluntarily as a governance views Conceptual scarifying the independence and appointment by the Bangladesh In India as of 2004, a majority of Practices in India, Singapore and the year. measure of good governance in concerning independent Approach-Definition prime role of the independent Security and Exchange the minimum seven directors of Malaysia can also be reviewed to the United States in the 1950s directors in the wake of director. Commission(BSEC) based on the public companies having share On the side of Corporate of Independent crystallize the issues involved in before they were mandated by scandals. Although the profile of the independent capital in excess of Rs. 50 million Governance, the following were Director updating a better guideline to this law. After the Cadbury Committee composition and behavior As such, a system of corporate directors not submitted by listed (Rs 50,000,000) should be mostly studied in India: effect in Bangladesh. A Report in the year 2002, of securities markets and governance including companies and banks. BSEC independent. Clause 49 of the i. Shareholding pattern A non-executive director is appointment of an independent should independently invite open nominated director representing development with regard to investors has changed listing agreements defines ii. Board composition a member of a company's director needs to be reconciled EOI from the market and make a institutional investors should not Independent Director in US and drastically since the SEC independent directors as follows: UK witnessed proliferation. In board of directors who is with the ground realities of panel and interview the short be considered as an independent iii. Number of meetings was established in 1934 in India, the concept of Independent not part of the executive Bangladesh, since corporate listed candidate and deploy in director. The required provision for attended by Board members USA, the SEC has persisted "For the purpose of this clause the Director was conceived in the later team. A non-executive ownership and control are not public listed companies per the removal of independent iv. Number of committees in the in its path dependent view expression 'independent part of 1990s’, when the Securities director typically does not directors should be in existence if Board that independent directors, ever uniform in an emerging economy suitability of the candidate for a directors' means directors who and Exchange Board of India The collapse of Enron was one of engage in the day-to-day s/he fails to perform the more stringently defined, should like us and markets are mostly fixed term subject to renewable apart from receiving director's v. Type of directors heading (SEBI) mandated that all large the largest bankruptcies in US management of the organization, dominate the boards of public dominated by many family based on performance to be designated duties and public remuneration, do not have any each committee public listed companies in India history. The stock price companies. This article will but is involved in policy making managed entities. evaluated by the BSEC. The BSEC expectations. Resignation of the other material pecuniary vi. Disclosures by company are to have Independent Director. dramatically collapsed from $80 and planning exercises. independent director either critically address the question of should also conduct proper relationship or transactions with vii. Risk factor disclosed by the per share to $.30 per share. The Unfortunately, in a number of voluntarily or forcefully warrants what is the function and rationale It may be noted here that the New diligence as to competence, the company, its promoters, its company The independent director idea collapse was mainly due to the for such directors. An cases, independent directors are York Stock Exchange regulations independence, knowledge and immediate investigation by the management or its subsidiaries, has not been embraced all over management’s fraudulent viii. Adoption of ethical code Independent director is a director appointed by the choice and prescribe that a majority of the experience of the incumbent. regulatory agencies for public which in judgment of the board the world. Neither has practices and care free activities (member) of a board of directors convenience of the owners and board should be comprised of interest to unearth the incidents may affect independence of shareholder primacy. In particular, of its auditors who failed to The researcher has thereafter who does not have a material or elected directors. It will not be independent directors and the Also important are adequate and assess the position. judgment of the directors." in some countries the controlling discover such malpractices of its attempted to establish the shareholder is considered to be pecuniary relationship with irrelevant to mention that many of definition of an independent technical knowledge to review client including influencing to relationship between not independent because one of company or related persons, the independent directors director has been tightened. legal and statutory compliance; United States The Companies Act, 2013, most appoint auditors’ headhunted Independent Director and the goals of corporate except having sitting fees. In consider their appointment as sufficient knowledge on the sections of which got senior officers. Enron lied about its Corporate Governance in three governance is the protection of England the independent director prestigious, rather than focusing Further, non-executive and industry/business of the entity; The NYSE and NASDAQ stock implemented from 1st April 2014, profits and when the deception steps: minority shareholders. Also, concept was a little loudly on their expected role. independent directors meet at not related to promoters and exchange standards for has mandated all listed public was unfolded, investors and - Comparative analysis of where the government is a major pronounced in 1983 when a series regular intervals without management at the board level independent directors are similar. companies to have at least creditors pulled back their Independent Directors shareholder, the independent of frauds were discovered in the There are lots of peculiarities in management. In order to ensure and not connected with business Both require that "a majority of one-third of the total Directors to financial resources, which finally - Status analysis of Corporate director model is problematic. underwriting function of the Bangladesh unlike many other good corporate governance, it is directly or indirectly in any way; the board of directors of a listed be independent. Whereas in the caused the company to face Governance practices of the Lloyds Insurance Company after countries. Rules and regulations mandatory to constitute a few more than one independent company be 'independent,'" The case of certain classes of unlisted bankruptcy. Over expansion and companies about 200 years of its framed for a particular purpose committees, such as, Corporate director should be there to defend NYSE states: "no director qualifies public companies, shall have at » About the Author excessive borrowings have also are seen to be misused with Governance Committee, the debate initiated and balance as 'independent' unless the board - Comparative influence of inception/operations. After that at least two directors as Fellow Member of the Institute contributed to the company’s malafied intention and often used Compensation Committee, the board at a minimum level; of directors affirmatively independent directors: Independent Director on

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32

January - March 2017 March - January

which companies are directed and and directed are companies which compliance. Bangladesh Bangladesh compliance. India (SEBI) mandated that all all that mandated (SEBI) India value in Bangladesh? in value interest, not associated with any any with associated not interest,

Governance (CG) is the system by by system the is (CG) Governance elusive.

transparency, accountability and and accountability transparency, Securities and Exchange Board of of Board Exchange and Securities enhance the shareholders’ shareholders’ the enhance as an instrument for neutralize neutralize for instrument an as company, avoid conflict of of conflict avoid company,

ID.

& S. Plaza, 2011). Corporate Corporate 2011). Plaza, S. & remains value shareholders’

responsibly in terms of of terms in responsibly later part of 1990s’, when the the when 1990s’, of part later 2) Whether IDs are effective to to effective are IDs Whether 2) agency theory, ID has considered considered has ID theory, agency the mission and vision of the the of vision and mission the

negates the independence of of independence the negates

notification on CG states: CG on notification

by the new phenomenon (G. Stein Stein (G. phenomenon new the by Therefore, effectively.

guides to manage business business manage to guides

Director was conceived in the the in conceived was Director Loyalty: Loyalty: context and the perspective of of perspective the and context ID should be truly loyal to to loyal truly be should ID

conflict of interest which which interest of conflict

Section-3.1 of BSEC (2012) (2012) BSEC of Section-3.1

addressing the situation created created situation the addressing role their performing than driving force for a company as it it as company a for force driving her role for ensuring CG? ensuring for role her India, the concept of Independent Independent of concept the India, and agents (managers). With this this With (managers). agents and and more ‘gray’ directors with with directors ‘gray’ more and

satisfying the needs and and needs the satisfying rather them to prestigious is it corporate governance is the the is governance corporate qualifications to perform his/ his/ perform to qualifications

UK witnessed proliferation. In In proliferation. witnessed UK shareholders’ wealth. shareholders’ between principal (shareholders) (shareholders) principal between

less independent director(s) director(s) independent less

approval of the Commission. the of approval

governance with the goal of of goal the with governance and directors, elected and owners and responsibility (S. Raut). Good Good Raut). (S. responsibility and 1) Whether the ID has required required has ID the Whether 1) Independent Director in US and and US in Director Independent future of the company to enhance enhance to company the of future related with conflicts of interests interests of conflicts with related

- The company trend to hire hire to trend company The -

be relaxed subject to prior prior to subject relaxed be

adopted code of good corporate corporate good of code adopted the of convenience and choice transparency, inclusivity, equity equity inclusivity, transparency, development with regard to to regard with development interests as well as act for best best for act as well as interests

2010. These scandals have been been have scandals These 2010.

the above qualifications may may qualifications above the

published, many countries have have countries many published, the by are appointment their to

area: evaluating their decisions on on decisions their evaluating Committee Report (UK), (UK), Report Committee neutralize the possible conflicts of of conflicts possible the neutralize Bangladesh capital market in in market capital Bangladesh

affairs of the company; and company; the of affairs

experiences. In special cases cases special In experiences.

Since the Cadbury Report 1992 1992 Report Cadbury the Since due governance good corporate

effectiveness in the following following the in effectiveness those at the helms to account by by account to helms the at those by law. After the Cadbury Cadbury the After law. by decision making quality can can quality making decision companies as well as debacle in in debacle as well as companies

he is not in touch of day to day day to day of touch in not is he

management/professional management/professional

and corporate management. management. corporate and the ensuring in role effective play

Bangladesh to find out their their out find to Bangladesh community, at large and holds holds and large at community, 1950s before they were mandated mandated were they before 1950s

ID’s independence and impartial impartial and independence ID’s Parmalat, Satyam and other other and Satyam Parmalat,

to information asymmetry as as asymmetry information to

years of corporate corporate of years

gap between corporate ownership ownership corporate between gap can’t IDs qualifications, required

role of independent directors in in directors independent of role suppliers, environment and the the and environment suppliers, the United States (U.S.) in the the in (U.S.) States United the shareholders (Stein &Plaza, 2011). 2011). &Plaza, (Stein shareholders world; like Enron, WorldCom, WorldCom, Enron, like world;

- He has information cost due due cost information has He -

must have at least 12 (twelve) (twelve) 12 least at have must

consequence which has widen the the widen has which consequence have IDs as well as framework

This study aims at evaluating the the evaluating at aims study This investors, employees, customers, customers, employees, investors, measure of good governance in in governance good of measure shareholders and minority minority and shareholders scandal cases throughout the the throughout cases scandal

phenomenon have direct direct have phenomenon legal are there though that found iii) The independent director director independent The iii) stakeholders, i.e. shareholders, shareholders, i.e. stakeholders, introduced voluntarily as a a as voluntarily introduced investors, large equity holding holding equity large investors, effectively as evident in different different in evident as effectively endanger the tenure of ID; of tenure the endanger

small investors. These These investors. small study The value. shareholders’

Aims of the Study the of Aims maximizes value for various various for value maximizes

Independent Directors were were Directors Independent senior executives, institutional institutional executives, senior IDs failed to perform their role role their perform to failed IDs the executive team may may team executive the

emergence of a large number of of number large a of emergence enhancing as well as Secretaries. Secretaries. resources in a manner that that manner a in resources independently (Kevin K., 2007). 2007). K., (Kevin independently interests represent within BoD i.e. i.e. BoD within represent interests Corporate Governance as well as as well as Governance Corporate any outspoken disapproval of of disapproval outspoken any

investing capacity and the the and capacity investing governance corporate ensuring in

Accountants, Chartered Chartered Accountants, shareholders as a whole. a as shareholders aims to allocate corporate corporate allocate to aims judgement on corporate affairs affairs corporate on judgement Independent Judgement: Independent Many Many showed lack of commitment in in commitment of lack showed against the executive team as as team executive the against

growth of middle class with with class middle of growth qualifications required possessing

the betterment of the the of betterment the Cost & Management Management & Cost controlled (Shahajahan, 2016). It It 2016). (Shahajahan, controlled able to exercise objective objective exercise to able taken under scrutiny as IDs IDs as scrutiny under taken - ID has no incentive to go go to incentive no has ID -

of corporate equity due to the the to due equity corporate of of terms in effectiveness

without any outside influence, for for influence, outside any without like Chartered Accountants, Accountants, Chartered like directed, administered or or administered directed, independent directors: independent board and its management, and and management, its and board IDs’ activities and functions were were functions and activities IDs’

companies’ equity, fragmentation fragmentation equity, companies’ their out find to Bangladesh in contributing an objective criterion criterion objective an contributing the way a corporation/ company is is company corporation/ a way the background/Professionals background/Professionals that should be possessed by the the by possessed be should that governance of a company, its its company, a of governance selection of outside directors; outside of selection

aims at evaluating the role of IDs IDs of role the evaluating at aims

must perform his/ her role, role, her his/ perform must laws, and institutions affecting affecting institutions and laws, following required qualifications qualifications required following Ltd.). ID has a special place in the the in place special a has ID Ltd.). Business Studies or Law Law or Studies Business Arguments for and against ID against and for Arguments through his influence on the the on influence his through

and managers. This study study This managers. and Independent Director (ID) (ID) Director Independent processes, customs, policies, policies, customs, processes, Literature review suggests the the suggests review Literature independence (Ernst & Young Pvt. Pvt. Young & (Ernst independence y Teacher with Economics or or Economics with Teacher y membership of the BoD BoD the of membership

WITH THE COMPANY. THE WITH shareholders/ stakeholders stakeholders shareholders/

this situation, the the situation, this

Sangmi, 2016). CG is the set of of set the is CG 2016). Sangmi, company. which may impact his/her his/her impact may which Leader/Bureaucrat/Universit

- CEO/Board controls the the controls CEO/Board -

RELATIONSHIPS OR TRANSACTION TRANSACTION OR RELATIONSHIPS

neutralize the gap between between gap the neutralize

important to consider. In In consider. to important crucial part of the CG (Jan & & (Jan CG the of part crucial achieving the goal of the the of goal the achieving or its subsidiaries and associates, associates, and subsidiaries its or Qualifications of ID of Qualifications Business Leader/Corporate Leader/Corporate Business

ANY MATERIAL PECUNIARY PECUNIARY MATERIAL ANY

as an instrument for for instrument an as personal interest are are interest personal

therefore, it is considered as a a as considered is it therefore, value to BoD to work as team for for team as work to BoD to value management, holding company company holding management, of ID are as follows: as are ID of ii) The person should be a a be should person The ii)

REMUNERATION, DOES NOT HAVE HAVE NOT DOES REMUNERATION,

director (ID) has considered considered has (ID) director interest due to directors’ directors’ to due interest untouched (Nesaruddin, 2011). (Nesaruddin, untouched and roles, activities etc., and and etc., activities roles, and and corporate responsibility add add responsibility corporate and its promoters, directors, senior senior directors, promoters, its

The reasons against the existence existence the against reasons The

RECEIVING THE DIRECTOR’S DIRECTOR’S THE RECEIVING

theory, independent independent theory, interest where conflicts of of conflicts where interest pertinent issues remain remain issues pertinent styles, process, their relationships relationships their process, styles, reputation, position in civil service service civil in position reputation, or transaction with the company, company, the with transaction or business. business.

COMPANY WHO APART FROM FROM APART WHO COMPANY

perspective of agency agency of perspective

protect the stakeholders’ stakeholders’ the protect competence of ID and other other and ID of competence

Board of Directors- its structure, structure, its Directors- of Board performance, academic academic performance, material pecuniary relationships relationships pecuniary material executive team. executive meaningful contribution to to contribution meaningful

A NON-EXECUTIVE DIRECTOR OF A A OF DIRECTOR NON-EXECUTIVE A

With this context and the the and context this With

good governance aim to to aim governance good committee, etc. but required required but etc. committee, concerned with the functioning of of functioning the with concerned previous results and work work and results previous remuneration, does not have any any have not does remuneration, and supervision of the the of supervision and corporate laws and can make make can and laws corporate

INDEPENDENT DIRECTOR (ID) MEANS MEANS (ID) DIRECTOR INDEPENDENT

protect the public interest. interest. public the protect

regulators. The codes of of codes The regulators. appointment, role of ID in audit audit in ID of role appointment, 2005). CG is very much much very is CG 2005). professional knowledge and skills, skills, and knowledge professional receiving the director’s director’s the receiving

- Ensure efficient monitoring monitoring efficient Ensure - financial, regulatory and and regulatory financial,

within the company to to company the within finance, the community and and community the finance, disqualifications, procedure of of procedure disqualifications, Professional Repute: Professional stakeholder value (Aguilera, (Aguilera, value stakeholder ID’s ID’s company who apart from from apart who company

ensure compliance with with compliance ensure

international investors in in investors international governance good corporate

suppliers, providers of long-term long-term of providers suppliers, their qualifications and and qualifications their and maximize shareholder and/or and/or shareholder maximize and a non-executive director of a a of director non-executive a and

with integrity who is able to to able is who integrity with

as the presence of the the of presence the as ensuring suggested market,

stakeholders, such as customers, customers, as such stakeholders, number of independent directors, directors, independent of number stakeholders. stakeholders. companies/firms run effectively effectively run companies/firms Independent Director (ID) means means (ID) Director Independent governance of the company; company; the of governance

a knowledgeable individual individual knowledgeable a

phenomenon have emerged such such emerged have phenomenon capital financial/ international of

shareholders) and, more broadly, broadly, more and, shareholders) company’. It also specified the the specified also It company’. the best interest(s) of all all of interest(s) best the mechanisms to ensure that that ensure to mechanisms - Improve the quality of of quality the Improve -

i) Independent Director shall be be shall Director Independent i)

number of highly significant significant highly of number emergence and economy world of owners (members or or (members owners relevant in the context of each each of context the in relevant proposing adequately to achieve achieve to adequately proposing systems provide several several provide systems Independent Director Independent

financial/capital markets, a a markets, financial/capital globalisation the of consequence serve the best interests of the the of interests best the serve

competencies considered considered competencies questioning directly and and directly questioning Corporate Governance (CG) (CG) Governance Corporate of the BoD; the of

notification on CG are: CG on notification

and opening of international international of opening and the to due risen has management establishing effective practices to to practices effective establishing group, includes core core includes group, Guidelines. informed attitude, proactive in in proactive attitude, informed interests within the decisions decisions the within interests

section-1.3 of BSEC (2012) (2012) BSEC of section-1.3

globalisation of world economy economy world of globalisation corporate and ownership

have to play vital role in in role vital play to have Directors so that the Board, as a a as Board, the that so Directors or not comply of this CG CG this of comply not or involved in BoD, seeking well well seeking BoD, in involved Corporate Governance Corporate

(Amendment) Act, 2013 also also 2013 Act, (Amendment) states: CG on notification - Safeguarding the corporate corporate the Safeguarding -

A

qualifications of ID as stated in in stated as ID of qualifications

In recent decades, due to to due decades, recent In corporate between gap The directors) of the organisations organisations the of directors) directors on their Board of of Board their on directors depends on the degree of comply comply of degree the on depends company. He must be actively actively be must He company. below: The Banking Companies Companies Banking The (2012) BSEC of Section-3.2

independent director. The The director. independent

1992) and leaders (Board of of (Board leaders and 1992) Literature Review Literature representation of independent independent of representation individuals and communal goals, goals, communal and individuals him/her as an officer of the the of officer an as him/her interests; situations as stated in the table table the in stated as situations

1.2(ii) states the definition of of definition the states 1.2(ii)

Background bstract controlled (Cadbury Report, Report, (Cadbury controlled encourage effective effective encourage and social goals and between between and goals social and perform the task that behove to to behove that task the perform 1(one) independent director. independent 1(one) Meeting (AGM). Meeting imbalance and conflicts of of conflicts and imbalance of 2015-2016 and found the the found and 2015-2016 of

independent directors’. Section Section directors’. independent

study. where states- ‘All companies shall shall companies ‘All states- where the balance between economic economic between balance the time and effort to devote to to devote to effort and time constitute without at least least at without constitute present in the Annual General General Annual the in present the potential power power potential the (eight) companies’ annual report report annual companies’ (eight)

company’s board shall be be shall board company’s

situation analysis included in this this in included analysis situation on CG and its amendment in 2012 2012 in amendment its and CG on corporation/ company, for holding holding for company, corporation/ Diligence: ID has to have enough enough have to has ID Committee meeting shall not not shall meeting Committee committee shall remain remain shall committee - The functions of ID correct correct ID of functions The - notification on CG, examined 8 8 examined CG, on notification FCS - Mohammad Shahajahan Shahajahan Mohammad -

number of directors in the the in directors of number reports of companies and and companies of reports of 2006, BSEC issued notification notification issued BSEC 2006, of creating long-term value within within value long-term creating iv) The quorum of the Audit Audit the of quorum The iv) (ii) Chairman of the audit audit the of Chairman (ii) Based on the BSEC (2012) (2012) BSEC the on Based

‘At least one fifth (1/5) of the total total the of (1/5) fifth one least ‘At published in newspapers, annual annual newspapers, in published company’s assets. company’s 2013). In Bangladesh in the year year the in Bangladesh In 2013). transparency, accountability and and accountability transparency, below: IN BANGLADESH IN

BSEC (2012) notification on CG, CG, on notification (2012) BSEC discussion, news and articles articles and news discussion, use inappropriate use of of use inappropriate use independent director. independent independent director. independent Governance (Dube & Pakhira, Pakhira, & (Dube Governance capital market. Nurturing Nurturing market. capital existence of ID are summarised summarised are ID of existence Bangladesh

and international study, study, international and According to section-1.2(i) of of section-1.2(i) to According interest/ advantage and must not not must and advantage interest/ shall include at least 1 (one) (one) 1 least at include shall Committee, who shall be an an be shall who Committee, board and smooth Corporate Corporate smooth and board the interest of investors and the the and investors of interest the The reasons for supporting the the supporting for reasons The Independent Directors in in Directors Independent

THE ROLE OF INDEPENDENT DIRECTORS INDEPENDENT OF ROLE THE

study. Literature from national national from Literature study. virtue of directorship, for personal personal for directorship, of virtue directors of the company and and company the of directors Chairman of the Audit Audit the of Chairman for the independence of the the of independence the for enhance corporate governance in in governance corporate enhance Empirical Study on the Role of of Role the on Study Empirical

Secondary data are used in this this in used are data Secondary

Legal Framework Legal managers (Stein &Plaza, 2011). 2011). &Plaza, (Stein managers information/ assets, as earned by by earned as assets, information/ Committee who shall be be shall who Committee Audit Committee to be be to Committee Audit number of Independent Directors Directors Independent of number CG for listed companies to to companies listed for CG

CORPORATE GOVERNANCE AND GOVERNANCE CORPORATE

shareholders/ stakeholders and and stakeholders shareholders/ use company’s confidential confidential company’s use appoint members of the Audit Audit the of members appoint directors. the of member (one) 1 select India are to have a minimum minimum a have to are India (BSEC) has issued notification on on notification issued has (BSEC)

Methodology Bangladesh Scenario Bangladesh the problems between between problems the competitor(s) of the company, not not company, the of competitor(s) (ii) The Board of Directors shall shall Directors of Board The (ii) retain provisions for independent independent for provisions retain shall Directors of Board The (i) large public listed companies in in companies listed public large Securities Exchange Commission Commission Exchange Securities

ARTICLE «

33

January - March 2017 March - January

which companies are directed and and directed are companies which

compliance. Bangladesh Bangladesh compliance. India (SEBI) mandated that all all that mandated (SEBI) India value in Bangladesh? in value interest, not associated with any any with associated not interest,

elusive. Governance (CG) is the system by by system the is (CG) Governance

transparency, accountability and and accountability transparency, Securities and Exchange Board of of Board Exchange and Securities enhance the shareholders’ shareholders’ the enhance as an instrument for neutralize neutralize for instrument an as company, avoid conflict of of conflict avoid company,

ID.

shareholders’ value remains remains value shareholders’ & S. Plaza, 2011). Corporate Corporate 2011). Plaza, S. &

responsibly in terms of of terms in responsibly later part of 1990s’, when the the when 1990s’, of part later 2) Whether IDs are effective to to effective are IDs Whether 2) agency theory, ID has considered considered has ID theory, agency the mission and vision of the the of vision and mission the

negates the independence of of independence the negates

notification on CG states: CG on notification

effectively. Therefore, Therefore, effectively. by the new phenomenon (G. Stein Stein (G. phenomenon new the by

guides to manage business business manage to guides

Director was conceived in the the in conceived was Director Loyalty: Loyalty: context and the perspective of of perspective the and context ID should be truly loyal to to loyal truly be should ID

conflict of interest which which interest of conflict

Section-3.1 of BSEC (2012) (2012) BSEC of Section-3.1

than performing their role role their performing than addressing the situation created created situation the addressing

driving force for a company as it it as company a for force driving her role for ensuring CG? ensuring for role her India, the concept of Independent Independent of concept the India, and agents (managers). With this this With (managers). agents and

and more ‘gray’ directors with with directors ‘gray’ more and

it is prestigious to them rather rather them to prestigious is it satisfying the needs and and needs the satisfying

corporate governance is the the is governance corporate qualifications to perform his/ his/ perform to qualifications

UK witnessed proliferation. In In proliferation. witnessed UK shareholders’ wealth. shareholders’ between principal (shareholders) (shareholders) principal between

less independent director(s) director(s) independent less

approval of the Commission. the of approval

owners and elected directors, and and directors, elected and owners governance with the goal of of goal the with governance

and responsibility (S. Raut). Good Good Raut). (S. responsibility and 1) Whether the ID has required required has ID the Whether 1) Independent Director in US and and US in Director Independent

future of the company to enhance enhance to company the of future related with conflicts of interests interests of conflicts with related

- The company trend to hire hire to trend company The -

be relaxed subject to prior prior to subject relaxed be

choice and convenience of the the of convenience and choice adopted code of good corporate corporate good of code adopted

transparency, inclusivity, equity equity inclusivity, transparency, development with regard to to regard with development interests as well as act for best best for act as well as interests

2010. These scandals have been been have scandals These 2010.

the above qualifications may may qualifications above the

to their appointment are by the the by are appointment their to published, many countries have have countries many published,

area: evaluating their decisions on on decisions their evaluating Committee Report (UK), (UK), Report Committee

neutralize the possible conflicts of of conflicts possible the neutralize Bangladesh capital market in in market capital Bangladesh

affairs of the company; and company; the of affairs

experiences. In special cases cases special In experiences.

corporate good governance due due governance good corporate Since the Cadbury Report 1992 1992 Report Cadbury the Since

effectiveness in the following following the in effectiveness those at the helms to account by by account to helms the at those by law. After the Cadbury Cadbury the After law. by

decision making quality can can quality making decision companies as well as debacle in in debacle as well as companies

he is not in touch of day to day day to day of touch in not is he

management/professional management/professional

play effective role in ensuring the the ensuring in role effective play and corporate management. management. corporate and

Bangladesh to find out their their out find to Bangladesh community, at large and holds holds and large at community, 1950s before they were mandated mandated were they before 1950s

ID’s independence and impartial impartial and independence ID’s Parmalat, Satyam and other other and Satyam Parmalat,

to information asymmetry as as asymmetry information to

years of corporate corporate of years

required qualifications, IDs can’t can’t IDs qualifications, required gap between corporate ownership ownership corporate between gap

role of independent directors in in directors independent of role suppliers, environment and the the and environment suppliers, the United States (U.S.) in the the in (U.S.) States United the

shareholders (Stein &Plaza, 2011). 2011). &Plaza, (Stein shareholders world; like Enron, WorldCom, WorldCom, Enron, like world;

- He has information cost due due cost information has He -

must have at least 12 (twelve) (twelve) 12 least at have must

framework as well as IDs have have IDs as well as framework consequence which has widen the the widen has which consequence

This study aims at evaluating the the evaluating at aims study This investors, employees, customers, customers, employees, investors, measure of good governance in in governance good of measure shareholders and minority minority and shareholders scandal cases throughout the the throughout cases scandal

found that though there are legal legal are there though that found phenomenon have direct direct have phenomenon iii) The independent director director independent The iii)

stakeholders, i.e. shareholders, shareholders, i.e. stakeholders,

introduced voluntarily as a a as voluntarily introduced investors, large equity holding holding equity large investors, effectively as evident in different different in evident as effectively endanger the tenure of ID; of tenure the endanger

shareholders’ value. The study study The value. shareholders’ small investors. These These investors. small

Aims of the Study the of Aims maximizes value for various various for value maximizes

Independent Directors were were Directors Independent senior executives, institutional institutional executives, senior IDs failed to perform their role role their perform to failed IDs the executive team may may team executive the

as well as enhancing enhancing as well as emergence of a large number of of number large a of emergence Secretaries. Secretaries.

resources in a manner that that manner a in resources

independently (Kevin K., 2007). 2007). K., (Kevin independently interests represent within BoD i.e. i.e. BoD within represent interests Corporate Governance as well as as well as Governance Corporate any outspoken disapproval of of disapproval outspoken any

in ensuring corporate governance governance corporate ensuring in investing capacity and the the and capacity investing

Accountants, Chartered Chartered Accountants, shareholders as a whole. a as shareholders aims to allocate corporate corporate allocate to aims

judgement on corporate affairs affairs corporate on judgement Independent Judgement: Independent Many Many showed lack of commitment in in commitment of lack showed against the executive team as as team executive the against

possessing required qualifications qualifications required possessing growth of middle class with with class middle of growth

the betterment of the the of betterment the Cost & Management Management & Cost controlled (Shahajahan, 2016). It It 2016). (Shahajahan, controlled

able to exercise objective objective exercise to able taken under scrutiny as IDs IDs as scrutiny under taken - ID has no incentive to go go to incentive no has ID -

effectiveness in terms of of terms in effectiveness of corporate equity due to the the to due equity corporate of

without any outside influence, for for influence, outside any without like Chartered Accountants, Accountants, Chartered like directed, administered or or administered directed, board and its management, and and management, its and board independent directors: independent IDs’ activities and functions were were functions and activities IDs’

in Bangladesh to find out their their out find to Bangladesh in companies’ equity, fragmentation fragmentation equity, companies’ contributing an objective criterion criterion objective an contributing

the way a corporation/ company is is company corporation/ a way the background/Professionals background/Professionals governance of a company, its its company, a of governance that should be possessed by the the by possessed be should that selection of outside directors; outside of selection

aims at evaluating the role of IDs IDs of role the evaluating at aims

must perform his/ her role, role, her his/ perform must

laws, and institutions affecting affecting institutions and laws, Ltd.). ID has a special place in the the in place special a has ID Ltd.). following required qualifications qualifications required following Business Studies or Law Law or Studies Business Arguments for and against ID against and for Arguments through his influence on the the on influence his through

and managers. This study study This managers. and Independent Director (ID) (ID) Director Independent

processes, customs, policies, policies, customs, processes, independence (Ernst & Young Pvt. Pvt. Young & (Ernst independence Literature review suggests the the suggests review Literature y Teacher with Economics or or Economics with Teacher y membership of the BoD BoD the of membership

shareholders/ stakeholders stakeholders shareholders/

this situation, the the situation, this

Sangmi, 2016). CG is the set of of set the is CG 2016). Sangmi, which may impact his/her his/her impact may which company. Leader/Bureaucrat/Universit - CEO/Board controls the the controls CEO/Board -

neutralize the gap between between gap the neutralize

important to consider. In In consider. to important crucial part of the CG (Jan & & (Jan CG the of part crucial or its subsidiaries and associates, associates, and subsidiaries its or achieving the goal of the the of goal the achieving Qualifications of ID of Qualifications Business Leader/Corporate Leader/Corporate Business

as an instrument for for instrument an as personal interest are are interest personal

therefore, it is considered as a a as considered is it therefore, management, holding company company holding management, value to BoD to work as team for for team as work to BoD to value of ID are as follows: as are ID of ii) The person should be a a be should person The ii)

director (ID) has considered considered has (ID) director interest due to directors’ directors’ to due interest

untouched (Nesaruddin, 2011). (Nesaruddin, untouched and roles, activities etc., and and etc., activities roles, and its promoters, directors, senior senior directors, promoters, its and corporate responsibility add add responsibility corporate and The reasons against the existence existence the against reasons The

theory, independent independent theory, interest where conflicts of of conflicts where interest

pertinent issues remain remain issues pertinent styles, process, their relationships relationships their process, styles, or transaction with the company, company, the with transaction or reputation, position in civil service service civil in position reputation, business. business.

perspective of agency agency of perspective

protect the stakeholders’ stakeholders’ the protect competence of ID and other other and ID of competence

Board of Directors- its structure, structure, its Directors- of Board material pecuniary relationships relationships pecuniary material performance, academic academic performance, executive team. executive meaningful contribution to to contribution meaningful

With this context and the the and context this With

good governance aim to to aim governance good committee, etc. but required required but etc. committee, concerned with the functioning of of functioning the with concerned

remuneration, does not have any any have not does remuneration, previous results and work work and results previous and supervision of the the of supervision and corporate laws and can make make can and laws corporate

protect the public interest. interest. public the protect

regulators. The codes of of codes The regulators. appointment, role of ID in audit audit in ID of role appointment, 2005). CG is very much much very is CG 2005). receiving the director’s director’s the receiving professional knowledge and skills, skills, and knowledge professional

- Ensure efficient monitoring monitoring efficient Ensure - financial, regulatory and and regulatory financial,

within the company to to company the within finance, the community and and community the finance, disqualifications, procedure of of procedure disqualifications, stakeholder value (Aguilera, (Aguilera, value stakeholder Professional Repute: Professional company who apart from from apart who company ID’s ID’s

ensure compliance with with compliance ensure

corporate good governance governance good corporate international investors in in investors international

suppliers, providers of long-term long-term of providers suppliers, their qualifications and and qualifications their and maximize shareholder and/or and/or shareholder maximize and a non-executive director of a a of director non-executive a and

with integrity who is able to to able is who integrity with

market, suggested ensuring ensuring suggested market, as the presence of the the of presence the as

stakeholders, such as customers, customers, as such stakeholders,

number of independent directors, directors, independent of number stakeholders. stakeholders. companies/firms run effectively effectively run companies/firms Independent Director (ID) means means (ID) Director Independent governance of the company; company; the of governance

a knowledgeable individual individual knowledgeable a

of international financial/ capital capital financial/ international of phenomenon have emerged such such emerged have phenomenon

shareholders) and, more broadly, broadly, more and, shareholders)

company’. It also specified the the specified also It company’. the best interest(s) of all all of interest(s) best the mechanisms to ensure that that ensure to mechanisms - Improve the quality of of quality the Improve -

i) Independent Director shall be be shall Director Independent i)

of world economy and emergence emergence and economy world of number of highly significant significant highly of number owners (members or or (members owners relevant in the context of each each of context the in relevant proposing adequately to achieve achieve to adequately proposing systems provide several several provide systems Independent Director Independent

consequence of the globalisation globalisation the of consequence financial/capital markets, a a markets, financial/capital serve the best interests of the the of interests best the serve

competencies considered considered competencies questioning directly and and directly questioning Corporate Governance (CG) (CG) Governance Corporate of the BoD; the of

notification on CG are: CG on notification

management has risen due to the the to due risen has management and opening of international international of opening and establishing effective practices to to practices effective establishing Guidelines. group, includes core core includes group, informed attitude, proactive in in proactive attitude, informed interests within the decisions decisions the within interests

section-1.3 of BSEC (2012) (2012) BSEC of section-1.3

ownership and corporate corporate and ownership globalisation of world economy economy world of globalisation have to play vital role in in role vital play to have or not comply of this CG CG this of comply not or Directors so that the Board, as a a as Board, the that so Directors involved in BoD, seeking well well seeking BoD, in involved Corporate Governance Corporate

(Amendment) Act, 2013 also also 2013 Act, (Amendment) states: CG on notification - Safeguarding the corporate corporate the Safeguarding -

qualifications of ID as stated in in stated as ID of qualifications

The gap between corporate corporate between gap The In recent decades, due to to due decades, recent In directors) of the organisations organisations the of directors) depends on the degree of comply comply of degree the on depends directors on their Board of of Board their on directors company. He must be actively actively be must He company. below: The Banking Companies Companies Banking The (2012) BSEC of Section-3.2

independent director. The The director. independent

1992) and leaders (Board of of (Board leaders and 1992) Literature Review Literature individuals and communal goals, goals, communal and individuals representation of independent independent of representation him/her as an officer of the the of officer an as him/her interests; situations as stated in the table table the in stated as situations

1.2(ii) states the definition of of definition the states 1.2(ii)

bstract Background controlled (Cadbury Report, Report, (Cadbury controlled and social goals and between between and goals social and encourage effective effective encourage perform the task that behove to to behove that task the perform 1(one) independent director. independent 1(one) Meeting (AGM). Meeting imbalance and conflicts of of conflicts and imbalance of 2015-2016 and found the the found and 2015-2016 of

independent directors’. Section Section directors’. independent

study. where states- ‘All companies shall shall companies ‘All states- where the balance between economic economic between balance the time and effort to devote to to devote to effort and time constitute without at least least at without constitute present in the Annual General General Annual the in present the potential power power potential the (eight) companies’ annual report report annual companies’ (eight)

company’s board shall be be shall board company’s

situation analysis included in this this in included analysis situation on CG and its amendment in 2012 2012 in amendment its and CG on corporation/ company, for holding holding for company, corporation/ Diligence: ID has to have enough enough have to has ID Committee meeting shall not not shall meeting Committee committee shall remain remain shall committee - The functions of ID correct correct ID of functions The - notification on CG, examined 8 8 examined CG, on notification

number of directors in the the in directors of number

reports of companies and and companies of reports of 2006, BSEC issued notification notification issued BSEC 2006, of creating long-term value within within value long-term creating iv) The quorum of the Audit Audit the of quorum The iv) (ii) Chairman of the audit audit the of Chairman (ii) Based on the BSEC (2012) (2012) BSEC the on Based

‘At least one fifth (1/5) of the total total the of (1/5) fifth one least ‘At published in newspapers, annual annual newspapers, in published 2013). In Bangladesh in the year year the in Bangladesh In 2013). transparency, accountability and and accountability transparency, company’s assets. company’s below:

BSEC (2012) notification on CG, CG, on notification (2012) BSEC discussion, news and articles articles and news discussion, Governance (Dube & Pakhira, Pakhira, & (Dube Governance capital market. Nurturing Nurturing market. capital use inappropriate use of of use inappropriate use independent director. independent independent director. independent existence of ID are summarised summarised are ID of existence Bangladesh

and international study, study, international and According to section-1.2(i) of of section-1.2(i) to According board and smooth Corporate Corporate smooth and board the interest of investors and the the and investors of interest the interest/ advantage and must not not must and advantage interest/ shall include at least 1 (one) (one) 1 least at include shall Committee, who shall be an an be shall who Committee, The reasons for supporting the the supporting for reasons The Independent Directors in in Directors Independent

study. Literature from national national from Literature study. for the independence of the the of independence the for enhance corporate governance in in governance corporate enhance virtue of directorship, for personal personal for directorship, of virtue directors of the company and and company the of directors Chairman of the Audit Audit the of Chairman Empirical Study on the Role of of Role the on Study Empirical

Secondary data are used in this this in used are data Secondary Legal Framework Legal number of Independent Directors Directors Independent of number CG for listed companies to to companies listed for CG managers (Stein &Plaza, 2011). 2011). &Plaza, (Stein managers information/ assets, as earned by by earned as assets, information/ Committee who shall be be shall who Committee Audit Committee to be be to Committee Audit

India are to have a minimum minimum a have to are India (BSEC) has issued notification on on notification issued has (BSEC) shareholders/ stakeholders and and stakeholders shareholders/ use company’s confidential confidential company’s use appoint members of the Audit Audit the of members appoint directors. the of member (one) 1 select

Methodology Bangladesh Scenario Bangladesh large public listed companies in in companies listed public large Securities Exchange Commission Commission Exchange Securities the problems between between problems the competitor(s) of the company, not not company, the of competitor(s) (ii) The Board of Directors shall shall Directors of Board The (ii) retain provisions for independent independent for provisions retain shall Directors of Board The (i)

ARTICLE «

34

January - March 2017 March - January

which companies are directed and and directed are companies which

compliance. Bangladesh Bangladesh compliance. India (SEBI) mandated that all all that mandated (SEBI) India value in Bangladesh? in value interest, not associated with any any with associated not interest,

Governance (CG) is the system by by system the is (CG) Governance elusive.

transparency, accountability and and accountability transparency, Securities and Exchange Board of of Board Exchange and Securities enhance the shareholders’ shareholders’ the enhance

company, avoid conflict of of conflict avoid company, as an instrument for neutralize neutralize for instrument an as

ID.

& S. Plaza, 2011). Corporate Corporate 2011). Plaza, S. & remains value shareholders’

responsibly in terms of of terms in responsibly later part of 1990s’, when the the when 1990s’, of part later 2) Whether IDs are effective to to effective are IDs Whether 2)

the mission and vision of the the of vision and mission the agency theory, ID has considered considered has ID theory, agency

negates the independence of of independence the negates

notification on CG states: CG on notification

by the new phenomenon (G. Stein Stein (G. phenomenon new the by Therefore, effectively.

guides to manage business business manage to guides

Director was conceived in the the in conceived was Director Loyalty: Loyalty:

ID should be truly loyal to to loyal truly be should ID context and the perspective of of perspective the and context

conflict of interest which which interest of conflict

Section-3.1 of BSEC (2012) (2012) BSEC of Section-3.1

addressing the situation created created situation the addressing role their performing than

driving force for a company as it it as company a for force driving her role for ensuring CG? ensuring for role her India, the concept of Independent Independent of concept the India,

and agents (managers). With this this With (managers). agents and

and more ‘gray’ directors with with directors ‘gray’ more and

satisfying the needs and and needs the satisfying rather them to prestigious is it

corporate governance is the the is governance corporate qualifications to perform his/ his/ perform to qualifications

UK witnessed proliferation. In In proliferation. witnessed UK shareholders’ wealth. shareholders’

between principal (shareholders) (shareholders) principal between

less independent director(s) director(s) independent less

approval of the Commission. the of approval

governance with the goal of of goal the with governance and directors, elected and owners

and responsibility (S. Raut). Good Good Raut). (S. responsibility and 1) Whether the ID has required required has ID the Whether 1) Independent Director in US and and US in Director Independent

future of the company to enhance enhance to company the of future

related with conflicts of interests interests of conflicts with related

- The company trend to hire hire to trend company The -

be relaxed subject to prior prior to subject relaxed be

adopted code of good corporate corporate good of code adopted the of convenience and choice

transparency, inclusivity, equity equity inclusivity, transparency, development with regard to to regard with development interests as well as act for best best for act as well as interests

2010. These scandals have been been have scandals These 2010.

the above qualifications may may qualifications above the

published, many countries have have countries many published, the by are appointment their to

area: evaluating their decisions on on decisions their evaluating Committee Report (UK), (UK), Report Committee

neutralize the possible conflicts of of conflicts possible the neutralize Bangladesh capital market in in market capital Bangladesh

affairs of the company; and company; the of affairs

experiences. In special cases cases special In experiences.

Since the Cadbury Report 1992 1992 Report Cadbury the Since due governance good corporate

effectiveness in the following following the in effectiveness those at the helms to account by by account to helms the at those by law. After the Cadbury Cadbury the After law. by

decision making quality can can quality making decision companies as well as debacle in in debacle as well as companies

he is not in touch of day to day day to day of touch in not is he

management/professional management/professional

and corporate management. management. corporate and the ensuring in role effective play

Bangladesh to find out their their out find to Bangladesh community, at large and holds holds and large at community, 1950s before they were mandated mandated were they before 1950s

ID’s independence and impartial impartial and independence ID’s Parmalat, Satyam and other other and Satyam Parmalat,

to information asymmetry as as asymmetry information to

years of corporate corporate of years

gap between corporate ownership ownership corporate between gap can’t IDs qualifications, required

role of independent directors in in directors independent of role suppliers, environment and the the and environment suppliers, the United States (U.S.) in the the in (U.S.) States United the

shareholders (Stein &Plaza, 2011). 2011). &Plaza, (Stein shareholders world; like Enron, WorldCom, WorldCom, Enron, like world;

- He has information cost due due cost information has He -

must have at least 12 (twelve) (twelve) 12 least at have must

consequence which has widen the the widen has which consequence have IDs as well as framework

This study aims at evaluating the the evaluating at aims study This investors, employees, customers, customers, employees, investors, measure of good governance in in governance good of measure shareholders and minority minority and shareholders scandal cases throughout the the throughout cases scandal

phenomenon have direct direct have phenomenon legal are there though that found iii) The independent director director independent The iii)

stakeholders, i.e. shareholders, shareholders, i.e. stakeholders,

introduced voluntarily as a a as voluntarily introduced investors, large equity holding holding equity large investors, effectively as evident in different different in evident as effectively

endanger the tenure of ID; of tenure the endanger

small investors. These These investors. small study The value. shareholders’

Aims of the Study the of Aims maximizes value for various various for value maximizes

Independent Directors were were Directors Independent senior executives, institutional institutional executives, senior IDs failed to perform their role role their perform to failed IDs the executive team may may team executive the

emergence of a large number of of number large a of emergence enhancing as well as Secretaries. Secretaries.

resources in a manner that that manner a in resources

independently (Kevin K., 2007). 2007). K., (Kevin independently interests represent within BoD i.e. i.e. BoD within represent interests Corporate Governance as well as as well as Governance Corporate any outspoken disapproval of of disapproval outspoken any

investing capacity and the the and capacity investing governance corporate ensuring in

Accountants, Chartered Chartered Accountants, shareholders as a whole. a as shareholders aims to allocate corporate corporate allocate to aims

judgement on corporate affairs affairs corporate on judgement Independent Judgement: Independent Many Many showed lack of commitment in in commitment of lack showed against the executive team as as team executive the against

growth of middle class with with class middle of growth qualifications required possessing

the betterment of the the of betterment the Cost & Management Management & Cost controlled (Shahajahan, 2016). It It 2016). (Shahajahan, controlled

able to exercise objective objective exercise to able taken under scrutiny as IDs IDs as scrutiny under taken - ID has no incentive to go go to incentive no has ID -

of corporate equity due to the the to due equity corporate of of terms in effectiveness

without any outside influence, for for influence, outside any without like Chartered Accountants, Accountants, Chartered like directed, administered or or administered directed, independent directors: independent board and its management, and and management, its and board IDs’ activities and functions were were functions and activities IDs’

companies’ equity, fragmentation fragmentation equity, companies’ their out find to Bangladesh in contributing an objective criterion criterion objective an contributing

the way a corporation/ company is is company corporation/ a way the background/Professionals background/Professionals that should be possessed by the the by possessed be should that governance of a company, its its company, a of governance selection of outside directors; outside of selection

aims at evaluating the role of IDs IDs of role the evaluating at aims

must perform his/ her role, role, her his/ perform must

laws, and institutions affecting affecting institutions and laws, following required qualifications qualifications required following Ltd.). ID has a special place in the the in place special a has ID Ltd.). Business Studies or Law Law or Studies Business Arguments for and against ID against and for Arguments through his influence on the the on influence his through

and managers. This study study This managers. and Independent Director (ID) (ID) Director Independent

processes, customs, policies, policies, customs, processes, Literature review suggests the the suggests review Literature independence (Ernst & Young Pvt. Pvt. Young & (Ernst independence y Teacher with Economics or or Economics with Teacher y membership of the BoD BoD the of membership

shareholders/ stakeholders stakeholders shareholders/

this situation, the the situation, this

Sangmi, 2016). CG is the set of of set the is CG 2016). Sangmi, which may impact his/her his/her impact may which company. Leader/Bureaucrat/Universit - CEO/Board controls the the controls CEO/Board -

neutralize the gap between between gap the neutralize

important to consider. In In consider. to important crucial part of the CG (Jan & & (Jan CG the of part crucial or its subsidiaries and associates, associates, and subsidiaries its or achieving the goal of the the of goal the achieving Qualifications of ID of Qualifications Business Leader/Corporate Leader/Corporate Business

as an instrument for for instrument an as personal interest are are interest personal

therefore, it is considered as a a as considered is it therefore, management, holding company company holding management, value to BoD to work as team for for team as work to BoD to value of ID are as follows: as are ID of ii) The person should be a a be should person The ii)

director (ID) has considered considered has (ID) director interest due to directors’ directors’ to due interest

untouched (Nesaruddin, 2011). (Nesaruddin, untouched and roles, activities etc., and and etc., activities roles, and its promoters, directors, senior senior directors, promoters, its and corporate responsibility add add responsibility corporate and The reasons against the existence existence the against reasons The

theory, independent independent theory, interest where conflicts of of conflicts where interest

pertinent issues remain remain issues pertinent styles, process, their relationships relationships their process, styles, or transaction with the company, company, the with transaction or reputation, position in civil service service civil in position reputation, business. business.

perspective of agency agency of perspective

protect the stakeholders’ stakeholders’ the protect competence of ID and other other and ID of competence

Board of Directors- its structure, structure, its Directors- of Board material pecuniary relationships relationships pecuniary material performance, academic academic performance, executive team. executive meaningful contribution to to contribution meaningful

With this context and the the and context this With

good governance aim to to aim governance good committee, etc. but required required but etc. committee, concerned with the functioning of of functioning the with concerned

remuneration, does not have any any have not does remuneration, previous results and work work and results previous and supervision of the the of supervision and corporate laws and can make make can and laws corporate

protect the public interest. interest. public the protect

regulators. The codes of of codes The regulators. appointment, role of ID in audit audit in ID of role appointment, 2005). CG is very much much very is CG 2005). receiving the director’s director’s the receiving professional knowledge and skills, skills, and knowledge professional

- Ensure efficient monitoring monitoring efficient Ensure -

financial, regulatory and and regulatory financial,

within the company to to company the within finance, the community and and community the finance, disqualifications, procedure of of procedure disqualifications, stakeholder value (Aguilera, (Aguilera, value stakeholder Professional Repute: Professional company who apart from from apart who company ID’s ID’s

ensure compliance with with compliance ensure

international investors in in investors international governance good corporate

suppliers, providers of long-term long-term of providers suppliers, their qualifications and and qualifications their and maximize shareholder and/or and/or shareholder maximize and a non-executive director of a a of director non-executive a and

with integrity who is able to to able is who integrity with

as the presence of the the of presence the as ensuring suggested market,

stakeholders, such as customers, customers, as such stakeholders,

number of independent directors, directors, independent of number stakeholders. stakeholders. companies/firms run effectively effectively run companies/firms Independent Director (ID) means means (ID) Director Independent governance of the company; company; the of governance

a knowledgeable individual individual knowledgeable a

phenomenon have emerged such such emerged have phenomenon capital financial/ international of

shareholders) and, more broadly, broadly, more and, shareholders)

company’. It also specified the the specified also It company’. the best interest(s) of all all of interest(s) best the mechanisms to ensure that that ensure to mechanisms - Improve the quality of of quality the Improve -

i) Independent Director shall be be shall Director Independent i)

number of highly significant significant highly of number emergence and economy world of owners (members or or (members owners relevant in the context of each each of context the in relevant proposing adequately to achieve achieve to adequately proposing systems provide several several provide systems Independent Director Independent

financial/capital markets, a a markets, financial/capital globalisation the of consequence serve the best interests of the the of interests best the serve

competencies considered considered competencies questioning directly and and directly questioning Corporate Governance (CG) (CG) Governance Corporate of the BoD; the of

notification on CG are: CG on notification

and opening of international international of opening and the to due risen has management establishing effective practices to to practices effective establishing group, includes core core includes group, Guidelines.

informed attitude, proactive in in proactive attitude, informed interests within the decisions decisions the within interests

section-1.3 of BSEC (2012) (2012) BSEC of section-1.3

globalisation of world economy economy world of globalisation corporate and ownership have to play vital role in in role vital play to have Directors so that the Board, as a a as Board, the that so Directors or not comply of this CG CG this of comply not or involved in BoD, seeking well well seeking BoD, in involved Corporate Governance Corporate

(Amendment) Act, 2013 also also 2013 Act, (Amendment) states: CG on notification - Safeguarding the corporate corporate the Safeguarding -

qualifications of ID as stated in in stated as ID of qualifications

In recent decades, due to to due decades, recent In corporate between gap The directors) of the organisations organisations the of directors) directors on their Board of of Board their on directors depends on the degree of comply comply of degree the on depends company. He must be actively actively be must He company. below: The Banking Companies Companies Banking The (2012) BSEC of Section-3.2

independent director. The The director. independent

1992) and leaders (Board of of (Board leaders and 1992) Literature Review Literature representation of independent independent of representation individuals and communal goals, goals, communal and individuals him/her as an officer of the the of officer an as him/her situations as stated in the table table the in stated as situations interests;

1.2(ii) states the definition of of definition the states 1.2(ii)

Background bstract controlled (Cadbury Report, Report, (Cadbury controlled encourage effective effective encourage and social goals and between between and goals social and 1(one) independent director. independent 1(one) Meeting (AGM). Meeting perform the task that behove to to behove that task the perform of 2015-2016 and found the the found and 2015-2016 of imbalance and conflicts of of conflicts and imbalance

independent directors’. Section Section directors’. independent

study. where states- ‘All companies shall shall companies ‘All states- where the balance between economic economic between balance the constitute without at least least at without constitute present in the Annual General General Annual the in present time and effort to devote to to devote to effort and time (eight) companies’ annual report report annual companies’ (eight) the potential power power potential the

company’s board shall be be shall board company’s

situation analysis included in this this in included analysis situation on CG and its amendment in 2012 2012 in amendment its and CG on corporation/ company, for holding holding for company, corporation/ Diligence: Committee meeting shall not not shall meeting Committee committee shall remain remain shall committee ID has to have enough enough have to has ID notification on CG, examined 8 8 examined CG, on notification - The functions of ID correct correct ID of functions The -

number of directors in the the in directors of number

reports of companies and and companies of reports of 2006, BSEC issued notification notification issued BSEC 2006, of creating long-term value within within value long-term creating iv) The quorum of the Audit Audit the of quorum The iv) (ii) Chairman of the audit audit the of Chairman (ii) Based on the BSEC (2012) (2012) BSEC the on Based

‘At least one fifth (1/5) of the total total the of (1/5) fifth one least ‘At published in newspapers, annual annual newspapers, in published 2013). In Bangladesh in the year year the in Bangladesh In 2013). transparency, accountability and and accountability transparency, company’s assets. company’s below:

BSEC (2012) notification on CG, CG, on notification (2012) BSEC discussion, news and articles articles and news discussion, independent director. independent independent director. independent Governance (Dube & Pakhira, Pakhira, & (Dube Governance capital market. Nurturing Nurturing market. capital use inappropriate use of of use inappropriate use existence of ID are summarised summarised are ID of existence Bangladesh

and international study, study, international and According to section-1.2(i) of of section-1.2(i) to According shall include at least 1 (one) (one) 1 least at include shall Committee, who shall be an an be shall who Committee, board and smooth Corporate Corporate smooth and board the interest of investors and the the and investors of interest the interest/ advantage and must not not must and advantage interest/ The reasons for supporting the the supporting for reasons The Independent Directors in in Directors Independent

study. Literature from national national from Literature study. directors of the company and and company the of directors Chairman of the Audit Audit the of Chairman for the independence of the the of independence the for enhance corporate governance in in governance corporate enhance virtue of directorship, for personal personal for directorship, of virtue Empirical Study on the Role of of Role the on Study Empirical

Secondary data are used in this this in used are data Secondary Legal Framework Legal Committee who shall be be shall who Committee Audit Committee to be be to Committee Audit number of Independent Directors Directors Independent of number CG for listed companies to to companies listed for CG managers (Stein &Plaza, 2011). 2011). &Plaza, (Stein managers information/ assets, as earned by by earned as assets, information/

appoint members of the Audit Audit the of members appoint directors. the of member (one) 1 select India are to have a minimum minimum a have to are India (BSEC) has issued notification on on notification issued has (BSEC) shareholders/ stakeholders and and stakeholders shareholders/ use company’s confidential confidential company’s use

Methodology Bangladesh Scenario Bangladesh (ii) The Board of Directors shall shall Directors of Board The (ii) retain provisions for independent independent for provisions retain shall Directors of Board The (i) large public listed companies in in companies listed public large Securities Exchange Commission Commission Exchange Securities the problems between between problems the competitor(s) of the company, not not company, the of competitor(s)

ARTICLE « « ARTICLE

Methodology Securities Exchange Commission large public listed companies in competitor(s) of the company, not the problems between Bangladesh Scenario (ii) The Board of Directors shall (i) The Board of Directors shall retain provisions for independent (BSEC) has issued notification on India are to have a minimum use company’s confidential shareholders/ stakeholders and appoint members of the Audit select 1 (one) member of the directors. Secondary data are used in this CG for listed companies to number of Independent Directors information/ assets, as earned by managers (Stein &Plaza, 2011). Legal Framework Committee who shall be Audit Committee to be study. Literature from national enhance corporate governance in for the independence of the virtue of directorship, for personal directors of the company and Chairman of the Audit Empirical Study on the Role of and international study, the interest of investors and the board and smooth Corporate interest/ advantage and must not The reasons for supporting the According to section-1.2(i) of shall include at least 1 (one) Committee, who shall be an Independent Directors in discussion, news and articles capital market. Nurturing Governance (Dube & Pakhira, use inappropriate use of existence of ID are summarised BSEC (2012) notification on CG, independent director. independent director. Bangladesh published in newspapers, annual transparency, accountability and 2013). In Bangladesh in the year company’s assets. below: ‘At least one fifth (1/5) of the total reports of companies and creating long-term value within of 2006, BSEC issued notification number of directors in the iv) The quorum of the Audit (ii) Chairman of the audit Based on the BSEC (2012) situation analysis included in this corporation/ company, for holding on CG and its amendment in 2012 Diligence: ID has to have enough - The functions of ID correct company’s board shall be Committee meeting shall not committee shall remain notification on CG, examined 8 study. the balance between economic where states- ‘All companies shall time and effort to devote to the potential power independent directors’. Section constitute without at least present in the Annual General (eight) companies’ annual report bstract Background controlled (Cadbury Report, and social goals and between encourage effective perform the task that behove to imbalance and conflicts of 1.2(ii) states the definition of 1(one) independent director. Meeting (AGM). of 2015-2016 and found the interests; situations as stated in the table 1992) and leaders (Board of Literature Review individuals and communal goals, representation of independent him/her as an officer of the independent director. The company. He must be actively Section-3.2 of BSEC (2012) The Banking Companies below: The gap between corporate In recent decades, due to directors) of the organisations depends on the degree of comply directors on their Board of qualifications of ID as stated in Corporate Governance or not comply of this CG Directors so that the Board, as a involved in BoD, seeking well - Safeguarding the corporate notification on CG states: (Amendment) Act, 2013 also ownership and corporate globalisation of world economy have to play vital role in section-1.3 of BSEC (2012) establishing effective practices to Guidelines. group, includes core informed attitude, proactive in interests within the decisions management has risen due to the and opening of international notification on CG are: consequence of the globalisation financial/capital markets, a serve the best interests of the Corporate Governance (CG) competencies considered questioning directly and of the BoD; Table-1: Compliance Regarding ID and Companies Performance owners (members or systems provide several Independent Director relevant in the context of each proposing adequately to achieve of world economy and emergence number of highly significant i) Independent Director shall be of international financial/ capital phenomenon have emerged such shareholders) and, more broadly, mechanisms to ensure that company’. It also specified the the best interest(s) of all - Improve the quality of a knowledgeable individual *Companies A B C D E F G H Comment market, suggested ensuring as the presence of the stakeholders, such as customers, companies/firms run effectively Independent Director (ID) means number of independent directors, stakeholders. governance of the company; with integrity who is able to corporate good governance international investors in suppliers, providers of long-term and maximize shareholder and/or a non-executive director of a their qualifications and and Variables ensure compliance with within the company to finance, the community and stakeholder value (Aguilera, company who apart from disqualifications, procedure of Professional Repute: ID’s financial, regulatory and Size of Board 10 8 5 10 9 6 5 8 protect the public interest. regulators. The codes of 2005). CG is very much receiving the director’s appointment, role of ID in audit professional knowledge and skills, - Ensure efficient monitoring corporate laws and can make No of ID 2 2 1 2 2 1 1 2 With this context and the good governance aim to concerned with the functioning of remuneration, does not have any committee, etc. but required previous results and work and supervision of the meaningful contribution to Complied Complied Complied Complied Complied Complied Complied Complied perspective of agency protect the stakeholders’ Board of Directors- its structure, material pecuniary relationships competence of ID and other performance, academic executive team. Qualifications of ID or transaction with the company, reputation, position in civil service business. theory, independent interest where conflicts of styles, process, their relationships pertinent issues remain Chairman of Audit Complied Complied Complied Complied Complied Complied Complied Complied director (ID) has considered interest due to directors’ and roles, activities etc., and its promoters, directors, senior untouched (Nesaruddin, 2011). and corporate responsibility add The reasons against the existence Committee as an instrument for personal interest are therefore, it is considered as a management, holding company value to BoD to work as team for of ID are as follows: ii) The person should be a Complied Complied Complied Complied Complied Complied Complied Complied neutralize the gap between important to consider. In crucial part of the CG (Jan & or its subsidiaries and associates, Qualifications of ID achieving the goal of the Business Leader/Corporate Audit Committee shareholders/ stakeholders this situation, the Sangmi, 2016). CG is the set of which may impact his/her company. - CEO/Board controls the Leader/Bureaucrat/Universit Chairman in AGM membership of the BoD and managers. This study Independent Director (ID) processes, customs, policies, independence (Ernst & Young Pvt. Literature review suggests the y Teacher with Economics or ID’s Professional Complied Complied Complied Complied Complied Complied Complied Complied through his influence on the aims at evaluating the role of IDs must perform his/ her role, laws, and institutions affecting Ltd.). ID has a special place in the following required qualifications Arguments for and against ID Business Studies or Law experience in Bangladesh to find out their companies’ equity, fragmentation contributing an objective criterion the way a corporation/ company is governance of a company, its that should be possessed by the selection of outside directors; background/Professionals 5 years EPS (BDT ) 43,66,81, 3,2,2,2,3 N.G. 3,4,5,5,4 13,23,26, 24, 4, 1, 1, (8),(14), 87,28,44 Round effectiveness in terms of of corporate equity due to the without any outside influence, for directed, administered or board and its management, and independent directors: IDs’ activities and functions were like Chartered Accountants, - ID has no incentive to go 105,98 21,25 2 (10), 2,3 43,45 figure used possessing required qualifications growth of middle class with the betterment of the controlled (Shahajahan, 2016). It able to exercise objective taken under scrutiny as IDs Cost & Management **N.G. 17,15,19, N.G. N.G. 13,18,18, N.G. N.G. 28,27,53 Round against the executive team as 5 years RoCE (%) in ensuring corporate governance investing capacity and the shareholders as a whole. aims to allocate corporate judgement on corporate affairs Independent Judgement: Many showed lack of commitment in Accountants, Chartered 18,23 9,11 96,101 figure used any outspoken disapproval of as well as enhancing emergence of a large number of resources in a manner that independently (Kevin K., 2007). interests represent within BoD i.e. Corporate Governance as well as Secretaries. 5 years RoE (%) N.G. 14,11,12, N.G. N.G. 14,20,20, N.G. N.G. 21,30,57 Round the executive team may shareholders’ value. The study small investors. These Aims of the Study maximizes value for various Independent Directors were senior executives, institutional IDs failed to perform their role 10, 18 18,24 79,83 figure used endanger the tenure of ID; found that though there are legal phenomenon have direct stakeholders, i.e. shareholders, introduced voluntarily as a investors, large equity holding effectively as evident in different iii) The independent director 5 Years P/E Ratio N.G. 29,29,27 N.G. N.G. N.G. N.G. 0,(2),(2), -,13,26, Round , 35,21 77,65 33, 29 figure used framework as well as IDs have consequence which has widen the This study aims at evaluating the investors, employees, customers, measure of good governance in shareholders and minority scandal cases throughout the must have at least 12 (twelve) role of independent directors in suppliers, environment and the the United States (U.S.) in the shareholders (Stein &Plaza, 2011). world; like Enron, WorldCom, - He has information cost due Dividend Payout N.G. N.G. N.G. N.G. 5,5,38, 25, 15,15 0,0,0,10, 59,55, Round required qualifications, IDs can’t gap between corporate ownership years of corporate 38, 30 15, 15 20 205,100, figure used 1950s before they were mandated ID’s independence and impartial Parmalat, Satyam and other to information asymmetry as play effective role in ensuring the and corporate management. Bangladesh to find out their community, at large and holds management/professional ratio (%) 100 decision making quality can companies as well as debacle in he is not in touch of day to day corporate good governance due Since the Cadbury Report 1992 effectiveness in the following those at the helms to account by by law. After the Cadbury experiences. In special cases N.G N.G N.G N.G N.G N.G N.G N.G neutralize the possible conflicts of Bangladesh capital market in affairs of the company; and Written Policy for to their appointment are by the published, many countries have area: evaluating their decisions on Committee Report (UK), the above qualifications may choice and convenience of the adopted code of good corporate transparency, inclusivity, equity development with regard to interests as well as act for best 2010. These scandals have been investors’ - The company trend to hire be relaxed subject to prior owners and elected directors, and governance with the goal of 1) Whether the ID has required and responsibility (S. Raut). Good Independent Director in US and future of the company to enhance related with conflicts of interests complaints less independent director(s) approval of the Commission. it is prestigious to them rather satisfying the needs and qualifications to perform his/ corporate governance is the UK witnessed proliferation. In shareholders’ wealth. between principal (shareholders) and more ‘gray’ directors with *use anonymous for making the academic research non-bias and non-harmful for the companies than performing their role addressing the situation created her role for ensuring CG? driving force for a company as it India, the concept of Independent and agents (managers). With this conflict of interest which Section-3.1 of BSEC (2012) **N.G= Not Given effectively. Therefore, by the new phenomenon (G. Stein guides to manage business Director was conceived in the Loyalty: ID should be truly loyal to context and the perspective of negates the independence of notification on CG states: shareholders’ value remains & S. Plaza, 2011). Corporate 2) Whether IDs are effective to responsibly in terms of later part of 1990s’, when the the mission and vision of the agency theory, ID has considered ID. elusive. Governance (CG) is the system by enhance the shareholders’ transparency, accountability and Securities and Exchange Board of company, avoid conflict of as an instrument for neutralize which companies are directed and value in Bangladesh? compliance. Bangladesh India (SEBI) mandated that all interest, not associated with any

January - March 2017 35

36

January - March 2017 March - January

prestigious rather than than rather prestigious Hence, in capital market, market, capital in Hence, required qualifications, IDs are are IDs qualifications, required

appointment as ID became became ID as appointment money (Nesaruddin, 2011). 2011). (Nesaruddin, money legal framework as well as ID has has ID as well as framework legal

(Nesaruddin, 2011) and and 2011) (Nesaruddin, banks is made out of depositors' depositors' of out made is banks Bangladesh, though there are are there though Bangladesh,

the owners and elected directors directors elected and owners the public money and financing from from financing and money public the study suggested that, in in that, suggested study the

the choice and convenience of of convenience and choice the money raised from the market is is market the from raised money scarifying the independence. But But independence. the scarifying

of the cases, ID are appointed by by appointed are ID cases, the of in addition to owners' equity. The The equity. owners' to addition in non-executive directors without without directors non-executive

unfortunately, in our country most most country our in unfortunately, market and borrowing from banks banks from borrowing and market functions of both executive and and executive both of functions

good corporate governance. But But governance. corporate good raising money from the capital capital the from money raising to play a supporting role to the the to role supporting a play to

the board to ensure desirable desirable ensure to board the commonly using financing from from financing using commonly important element whose duty is is duty whose element important

creating the culture of debate in in debate of culture the creating Large business entities are are entities business Large independent director is an an is director independent

decide dispassionately for for dispassionately decide public interest where where interest public

rigorously, listen sensitively and and sensitively listen rigorously, Bangladesh within the company to protect the the protect to company the within

constructively, challenge challenge constructively, Independent Directors in in Directors Independent corporate good governance governance good corporate

question intelligently, debate debate intelligently, question Overall Market Scenario and and Scenario Market Overall market, suggested ensuring ensuring suggested market,

judgment. In the board, ID should should ID board, the In judgment. of international financial/ capital capital financial/ international of

role in this regards. regards. this in role appearance, character and and character appearance, of world economy and emergence emergence and economy world of

does not indicate IDs’ proactive proactive IDs’ indicate not does independent by nature, nature, by independent consequence of the globalisation globalisation the of consequence

stakeholders. But the scenario scenario the But stakeholders. watchdog and must be be must and watchdog management has risen due to the the to due risen has management

safeguard the interest of all all of interest the safeguard the same. ID considered as as considered ID same. the ownership and corporate corporate and ownership

which ultimately would be able to to able be would ultimately which (Amendment) 2013 also specified specified also 2013 (Amendment) The gap between corporate corporate between gap The

annual reports of the companies companies the of reports annual role. The Banking Companies Act Act Companies Banking The role.

others important matters in in matters important others selection procedure and their their and procedure selection Conclusion

price sensitive information and and information sensitive price professional qualification, qualification, professional

affairs independently to show the the show to independently affairs directors, its disqualification, disqualification, its directors, Recommendations

objective judgement on corporate corporate on judgement objective the number of independent independent of number the Conclusion and and Conclusion

moral obligation to exercise exercise to obligation moral notification on CG where specified specified where CG on notification

shareholders interest. shareholders qualifications, they should have have should they qualifications, investors. BSEC (2012) issued issued (2012) BSEC investors.

protect the stakeholders/ stakeholders/ the protect companies had required required had companies the depositors as well as as well as depositors the

perform their role effectively to to effectively role their perform independent directors of these these of directors independent safeguard the public interest of of interest public the safeguard

rather than they were failed to to failed were they than rather investors’ complaints. As As complaints. investors’ bank, has to play important role to to role important play to has bank,

upcoming massacre of that time time that of massacre upcoming written policy for handling handling for policy written governance for the sake of both both of sake the for governance and Bangladesh Bank, as central central as Bank, Bangladesh and capital market debacle as well as as well as debacle market capital

experience to overcome the the overcome to experience mentioned whether they have have they whether mentioned directors to boost the corporate corporate the boost to directors In Bangladesh, BSEC, as regulator, regulator, as BSEC, Bangladesh, In information and rumours caused caused rumours and information

professional insights and and insights professional shareholders. No companies have have companies No shareholders. culture within the Board of of Board the within culture recent years, misleading misleading years, recent

incentive by employing their their employing by incentive comparatively easy repatriation. easy comparatively protect the interest of ordinary ordinary of interest the protect necessary to nurture the debating debating the nurture to necessary ordinary stakeholders. Hence, in in Hence, stakeholders. ordinary

directors. companies did not make any any make not did companies for the high rate of return and and return of rate high the for decision making as well as to to as well as making decision business entities are very much much very are entities business the interest of the minority/ minority/ the of interest the

experienced independent independent experienced But it is apparent that IDs of the the of IDs that apparent is it But international investors, especially especially investors, international essential for the investors for for investors the for essential well as tone of the top of the the of top the of tone as well controlling the business, ignoring ignoring business, the controlling

recruited qualified and and qualified recruited misappropriation in Bangladesh. Bangladesh. in misappropriation attention of many national and and national many of attention reports which are very much much very are which reports will, business controllers’ wish as as wish controllers’ business will,

self-interest of the people people the of self-interest

elusive though companies companies though elusive observed due to fraudulent fraudulent to due observed related factors, it has drawn the the drawn has it factors, related pay-out ratio) in their annual annual their in ratio) pay-out realities of Bangladesh. Political Political Bangladesh. of realities

and often used to serve the the serve to used often and

shareholders’ value might remain remain might value shareholders’ scam of Tk. 650 crores etc.) etc.) crores 650 Tk. of scam of the Bangladesh economy and and economy Bangladesh the of RoCE, RoE, P/E ratio and dividend dividend and ratio P/E RoE, RoCE, reconciled with the ground ground the with reconciled

misused with malafide intention intention malafide with misused

outside influence. Otherwise, the the Otherwise, influence. outside Shahjalal Islami Bank, BASIC Bank Bank BASIC Bank, Islami Shahjalal prominent. But in terms of the size size the of terms in But prominent. actual performance (like EPS, EPS, (like performance actual independent director needs to be be to needs director independent

particular purpose are seen to be be to seen are purpose particular

compromising to any inside or or inside any to compromising Group scam Tk. 110 crores from from crores 110 Tk. scam Group capital market is not that that not is market capital companies did not show their their show not did companies including appointment of an an of appointment including

rules and regulations framed for a a for framed regulations and rules

stakeholders’ interest without without interest stakeholders’ crores from Sonali Bank, Bismillah Bismillah Bank, Sonali from crores global context, the Bangladesh Bangladesh the context, global the company. But most of the the of most But company. the corporate governance system system governance corporate

role effectively. In this situation, situation, this In effectively. role

safeguard shareholders/ shareholders/ safeguard (i.e. Hallmark Fraud Tk. 3607 3607 Tk. Fraud Hallmark (i.e. Bangladesh is no exception. In the the In exception. no is Bangladesh Committee attended in AGM of of AGM in attended Committee family businesses. Therefore, Therefore, businesses. family

them rather than performing their their performing than rather them

Board of directors meeting to to meeting directors of Board as many bank loan defaults/ scam scam defaults/ loan bank many as regulatory compliance, and and compliance, regulatory and ID as chairman of Audit Audit of chairman as ID and markets are dominated by some some by dominated are markets

post of ID became prestigious to to prestigious became ID of post well as other important issues in in issues important other as well information and rumours as well well as rumours and information monitoring as well as various various as well as monitoring as chairman of Audit Committee Committee Audit of chairman as that the business entities and and entities business the that

and elected directors, and the the and directors, elected and and raising the governance as as governance the raising and due to misleading and incorrect incorrect and misleading to due capital market are subject to strict strict to subject are market capital professional experience of ID, ID ID ID, of experience professional It is recognised in Bangladesh Bangladesh in recognised is It

and convenience of the owners owners the of convenience and perform their role independently independently role their perform faced serious debacle (in 2010) 2010) (in debacle serious faced either from banks or from the the from or banks from either regarding proportion of ID in BoD, BoD, in ID of proportion regarding

appointment are by the choice choice the by are appointment and stakeholders, IDs should should IDs stakeholders, and recent years capital markets markets capital years recent world, the use of public money money public of use the world, BSEC (2012) notification on CG CG on notification (2012) BSEC Recommendations

governance due to their their to due governance representative of shareholders shareholders of representative questionable in Bangladesh as in in as Bangladesh in questionable modern era. Throughout the the Throughout era. modern companies complied with the the with complied companies

ensuring the corporate good good corporate the ensuring numerous frauds/ scam. frauds/ numerous observed interest. On the other hand, as as hand, other the On interest. role. For this ID’s role became became role ID’s this For role. became burning issue in the the in issue burning became above observed that all the the all that observed above

playing their role effectively in in effectively role their playing not company interest and public public and interest company banking sector in Bangladesh Bangladesh in sector banking highlighting on their expected expected their on highlighting safeguard of public interest interest public of safeguard A simple analysis from Table-1 Table-1 from analysis simple A

ARTICLE « « ARTICLE

A simple analysis from Table-1 safeguard of public interest highlighting on their expected not playing their role effectively in banking sector in Bangladesh company interest and public above observed that all the became burning issue in the role. For this ID’s role became ensuring the corporate good observed numerous frauds/ scam. interest. On the other hand, as companies complied with the modern era. Throughout the questionable in Bangladesh as in governance due to their representative of shareholders BSEC (2012) notification on CG world, the use of public money recent years capital markets appointment are by the choice Recommendations and stakeholders, IDs should regarding proportion of ID in BoD, either from banks or from the faced serious debacle (in 2010) and convenience of the owners perform their role independently professional experience of ID, ID capital market are subject to strict due to misleading and incorrect and elected directors, and the It is recognised in Bangladesh and raising the governance as as chairman of Audit Committee monitoring as well as various information and rumours as well post of ID became prestigious to that the business entities and well as other important issues in and ID as chairman of Audit regulatory compliance, and as many bank loan defaults/ scam them rather than performing their markets are dominated by some Board of directors meeting to Committee attended in AGM of Bangladesh is no exception. In the (i.e. Hallmark Fraud Tk. 3607 role effectively. In this situation, family businesses. Therefore, safeguard shareholders/ corporate governance system the company. But most of the global context, the Bangladesh crores from Sonali Bank, Bismillah rules and regulations framed for a stakeholders’ interest without companies did not show their capital market is not that Group scam Tk. 110 crores from including appointment of an compromising to any inside or particular purpose are seen to be actual performance (like EPS, prominent. But in terms of the size Shahjalal Islami Bank, BASIC Bank independent director needs to be outside influence. Otherwise, the misused with malafide intention RoCE, RoE, P/E ratio and dividend of the Bangladesh economy and scam of Tk. 650 crores etc.) reconciled with the ground shareholders’ value might remain and often used to serve the pay-out ratio) in their annual related factors, it has drawn the observed due to fraudulent realities of Bangladesh. Political elusive though companies self-interest of the people reports which are very much attention of many national and misappropriation in Bangladesh. will, business controllers’ wish as recruited qualified and controlling the business, ignoring essential for the investors for international investors, especially But it is apparent that IDs of the well as tone of the top of the experienced independent decision making as well as to for the high rate of return and companies did not make any the interest of the minority/ business entities are very much directors. protect the interest of ordinary comparatively easy repatriation. incentive by employing their ordinary stakeholders. Hence, in necessary to nurture the debating recent years, misleading culture within the Board of shareholders. No companies have professional insights and » About the Author mentioned whether they have In Bangladesh, BSEC, as regulator, experience to overcome the information and rumours caused directors to boost the corporate Fellow Member of the Institute written policy for handling and Bangladesh Bank, as central upcoming massacre of that time capital market debacle as well as governance for the sake of both investors’ complaints. As bank, has to play important role to rather than they were failed to independent directors of these safeguard the public interest of perform their role effectively to companies had required the depositors as well as protect the stakeholders/ qualifications, they should have investors. BSEC (2012) issued shareholders interest. moral obligation to exercise notification on CG where specified objective judgement on corporate the number of independent Conclusion and affairs independently to show the directors, its disqualification, Recommendations price sensitive information and professional qualification, others important matters in selection procedure and their Conclusion annual reports of the companies role. The Banking Companies Act which ultimately would be able to (Amendment) 2013 also specified The gap between corporate safeguard the interest of all the same. ID considered as ownership and corporate stakeholders. But the scenario watchdog and must be management has risen due to the does not indicate IDs’ proactive independent by nature, consequence of the globalisation role in this regards. appearance, character and of world economy and emergence judgment. In the board, ID should of international financial/ capital Overall Market Scenario and question intelligently, debate market, suggested ensuring Independent Directors in constructively, challenge corporate good governance Bangladesh rigorously, listen sensitively and within the company to protect the decide dispassionately for public interest where Large business entities are creating the culture of debate in independent director is an commonly using financing from the board to ensure desirable important element whose duty is raising money from the capital good corporate governance. But to play a supporting role to the market and borrowing from banks unfortunately, in our country most functions of both executive and in addition to owners' equity. The of the cases, ID are appointed by non-executive directors without money raised from the market is the choice and convenience of scarifying the independence. But public money and financing from the owners and elected directors the study suggested that, in banks is made out of depositors' (Nesaruddin, 2011) and Bangladesh, though there are money (Nesaruddin, 2011). appointment as ID became legal framework as well as ID has Hence, in capital market, prestigious rather than required qualifications, IDs are

January - March 2017 37

38

January - March 2017 March - January

IDs to further strengthen the the strengthen further to IDs How company/ chartered chartered company/ How Guidelines on Corporate Corporate on Guidelines

increasing role and importance of of importance and role increasing (CS) as ‘independent directors’. directors’. ‘independent as (CS) significant changes in the the in changes significant the word. Experienced CS, will will CS, Experienced word. the be set up, as the case may be. In In be. may case the as up, set be Directors’. ‘Independent

that there has been an ever ever an been has there that company/chartered secretaries secretaries company/chartered exception to this. There have been been have There this. to exception independent in the true sense of of sense true the in independent are required or recommended to to recommended or required are become to role their in shift

stakeholders. It is not disputed disputed not is It stakeholders. consider the role of of role the consider Bangladesh is also not an an not also is Bangladesh favours, he cannot be be cannot he favours, different board committees which which committees board different substantial a cause to CS help

the interests of different different of interests the perspective in mind, one should should one mind, in perspective IDs of listed companies. companies. listed of IDs its promoters or managers for for managers or promoters its their representation in the the in representation their will This Directors’. ‘Independent

objective view and in balancing balancing in and view objective IDs will be met. Keeping this this Keeping met. be will IDs increasing burden placed upon upon placed burden increasing If he looks up to the company or or company the to up looks he If responsibilities, as evidenced by by evidenced as responsibilities, of expected is what know to

providing an independent, independent, an providing from how increasing demand for for demand increasing how from certain across all jurisdictions: the the jurisdictions: all across certain he thinks about an arrangement. arrangement. an about thinks he roles and have more more have and roles important is It tea. of cup different

pivotal role of IDs - play in in play - IDs of role pivotal identify the right one as ID apart apart ID as one right the identify community but one thing is is thing one but community should be able to speak out what what out speak to able be should expected to play more important important more play to expected a is Directorship’ ‘Independent

increasing recognition of the the of recognition increasing are facing extreme snag on how to to how on snag extreme facing are special features in its local local its in features special He must understand that he he that understand must He independent directors are are directors independent do. to expected is Director’

Bangladesh, in particular, there is is there particular, in Bangladesh, listed companies in Bangladesh Bangladesh in companies listed after taking into account the the account into taking after entity in which is he is interested. interested. is he is which in entity the revised CG Guideline, the the Guideline, CG revised the ‘Independent an as CS a that role

regulatory environment. In In environment. regulatory perspective. However, boards of of boards However, perspective. emphasise different aspects of CG CG of aspects different emphasise assignment for his firm or any any or firm his for assignment Following the implementation of of implementation the Following the not is this However, nature.

more demanding economic and and economic demanding more be understood in the right right the in understood be although each jurisdiction may may jurisdiction each although achievements to obtain any any obtain to achievements important role, which is unique in in unique is which role, important

protecting investors amidst a a amidst investors protecting and attributes to IDs that should should that IDs to attributes and changes concerning CG rules, rules, CG concerning changes to leverage his professional professional his leverage to Conclusion organization, a CS plays an an plays CS a organization,

remains of primary importance in in importance primary of remains prescribes certain qualifications qualifications certain prescribes There have been substantial substantial been have There director’, a CS should not attempt attempt not should CS a director’, very clearly that within an an within that clearly very

independent director (ID) (ID) director independent Such framework also also framework Such position of an ‘independent ‘independent an of position Independent Directors’. Independent mind and involvement. So, it is is it So, involvement. and mind

The concept of of concept The ‘Independent Directors’. Directors’. ‘Independent Directors’. While occupying the the occupying While Directors’. professionals to lead as ‘Lead ‘Lead as lead to professionals IN THE FINANCIAL STATEMENTS. FINANCIAL THE IN profile, preparedness, presence of of presence preparedness, profile,

regard to appointment of of appointment to regard to a company as its ‘Independent ‘Independent its as company a to Secretaries become the befitting befitting the become Secretaries CREDIBILITY TO WHAT ARE STATED STATED ARE WHAT TO CREDIBILITY length and breadth of his or her her or his of breadth and length

Introduction Introduction

framework exists with with exists framework to see whether CS could add value value add could CS whether see to THE FUNCTION THAT ADDS ADDS THAT FUNCTION THE conscience keepers, Company Company keepers, conscience depends on his or her vision, the the vision, her or his on depends

importance. The statutory statutory The importance. AUDITING COULD BE CONSIDERED AS AS CONSIDERED BE COULD AUDITING time. In this perspective one has has one perspective this In time. ‘Independent Directors’. As As Directors’. ‘Independent depends on individuals. It It individuals. on depends

portrayed here. portrayed

increasing significance and and significance increasing FACE OF THE COMPANY AND AND COMPANY THE OF FACE and it could change from time to to time from change could it and help them become lead lead become them help earn them an enviable position. It It position. enviable an them earn

independent directors, is is directors, independent

requirement is gaining gaining is requirement A MIRROR REFLECTING THE ENTIRE ENTIRE THE REFLECTING MIRROR A Independence is a state of mind mind of state a is Independence co-coordinating skill sets would would sets skill co-coordinating keepers. It is this role that would would that role this is It keepers.

to fit in the role of of role the in fit to

COULD BE PROPERLY DESCRIBED AS AS DESCRIBED PROPERLY BE COULD Independent directors’ directors’ Independent day business, their their business, day should function as conscience conscience as function should

and training are eminently eminently are training and VALUE BASED. WHILE ACCOUNTING ACCOUNTING WHILE BASED. VALUE

[Condition 3.1 (iii)]. 3.1 [Condition growing complexities of modern modern of complexities growing the financial statements. CS CS statements. financial the

AREAS AND SUCH FUNCTIONS ARE ARE FUNCTIONS SUCH AND AREAS by virtue of their knowledge knowledge their of virtue by

interests. approval of the Commission Commission the of approval ability of CS to understand the the understand to CS of ability credibility to what are stated in in stated are what to credibility

FUNCTION IN CERTAIN CRITICAL CRITICAL CERTAIN IN FUNCTION

How company secretaries, secretaries, company How

guardians of shareholders’ shareholders’ of guardians may be relaxed subject to prior prior to subject relaxed be may process but also add value. The The value. add also but process as the function that adds adds that function the as

ENSURING THAT THEIR COMPANIES COMPANIES THEIR THAT ENSURING

‘independent directors’. directors’. ‘independent

but also corporate corporate also but cases, the above qualifications qualifications above the cases, the Board in its decision making making decision its in Board the and auditing could be considered considered be could auditing and

CS OCCUPIES A PIVOTAL POSITION IN IN POSITION PIVOTAL A OCCUPIES CS

company secretaries as as secretaries company

expertise and experience experience and expertise [Condition 3.1 (ii)]. In special special In (ii)]. 3.1 [Condition He will be able to not only assist assist only not to able be will He the entire face of the company company the of face entire the

consider the role of of role the consider

valuable knowledge, knowledge, valuable professional experiences experiences professional applicable regulatory framework. framework. regulatory applicable described as a mirror reflecting reflecting mirror a as described

perspective in mind, one should should one mind, in perspective

advisers in providing to the board board the to providing in advisers than in the past. past. the in than corporate management/ management/ corporate the letter and spirit of the the of spirit and letter the accounting could be properly properly be could accounting

perspective. Keeping this this Keeping perspective.

not only valuable strategic strategic valuable only not transparency and accountability accountability and transparency at least 12 (twelve) years of of years (twelve) 12 least at and consider them in the light of of light the in them consider and functions are value based. While While based. value are functions

understood in the right right the in understood

independent directors to act as as act to directors independent demands much greater integrity, integrity, greater much demands independent director must have have must director independent arrangements on the other side side other the on arrangements certain critical areas and such such and areas critical certain

directors that should be be should that directors

growing significance of of significance growing practices. That is, one that that one is, That practices. Chartered Secretaries. The The Secretaries. Chartered perspectives of the proposals or or proposals the of perspectives their companies function in in function companies their

and attributes to independent independent to attributes and

CG Guideline is evidence of the the of evidence is Guideline CG conform to globally accepted accepted globally to conform Management Accountants, Accountants, Management consider the objectives and and objectives the consider pivotal position in ensuring that that ensuring in position pivotal

prescribes certain qualifications qualifications certain prescribes

2006). This recent change to the the to change recent This 2006). to play by a new set of rules to to rules of set new a by play to Chartered Accountants, Cost & & Cost Accountants, Chartered observations on the one side and and side one the on observations grievances, etc. CS occupies a a occupies CS etc. grievances,

Directors’. Such framework framework Such Directors’.

basis’ (BSEC, 20th February, February, 20th (BSEC, basis’ failures which forces us effectively effectively us forces which failures background/ professionals like like professionals background/ best-suited person to keep his his keep to person best-suited BSEC regulations, shareholder shareholder regulations, BSEC

appointment of ‘Independent ‘Independent of appointment

Governance – ‘Comply or explain explain or ‘Comply – Governance examples of massive corporate corporate massive of examples or business Studies or law law or Studies business or proposal. A CS would be the the be would CS A proposal. company law, listing agreements, agreements, listing law, company

framework exists with regard to to regard with exists framework

Guideline of Corporate Corporate of Guideline globalization and recent recent and globalization university teacher with economics economics with teacher university arrangement or transaction or or transaction or arrangement regard to provisions of the the of provisions to regard

importance. The statutory statutory The importance.

2012) replaced the former former the replaced 2012) development of our economic economic our of development corporate leader/ bureaucrat/ bureaucrat/ leader/ corporate understand the real import of an an of import real the understand compliance by the organization in in organization the by compliance

increasing significance and and significance increasing

– ‘Comply basi's’ (BSEC, 3rd July, July, 3rd (BSEC, basi's’ ‘Comply – particularly in light of the the of light in particularly should be a business leader/ leader/ business a be should required skills to analyze and and analyze to skills required to get feedback on the status of of status the on feedback get to

directors is gaining gaining is directors

Corporate Governance Guideline Guideline Governance Corporate quality ID is imperative imperative is ID quality [Condition 3.1 (i)]. The person person The (i)]. 3.1 [Condition unique distinction of having the the having of distinction unique the nature of the job and train his his train and job the of nature the the which to pressures and

CS is the nodal point for the Board Board the for point nodal the is CS

A

The concept of independent independent of concept The

them. The present revised revised present The them. key to good CG. The need for for need The CG. good to key contribution to business business to contribution obviously revealed. A CS has the the has CS A revealed. obviously the CEO in resisting the usual pulls pulls usual the resisting in CEO the positions. One must understand understand must One positions. company law responsibilities. The The responsibilities. law company

introduction of the ID is one of of one is ID the of introduction listed companies as they are the the are they as companies listed and can make meaningful meaningful make can and obvious but also what is not not is what also but obvious ID) will strengthen the hands of of hands the strengthen will ID) of mind is needed to occupy such such occupy to needed is mind of CS has important fiduciary and and fiduciary important has CS

bstract

Governance Practices and the the and Practices Governance corporate governance (CG) of of (CG) governance corporate regulatory and corporate laws laws corporate and regulatory understand not only what is is what only not understand company/chartered secretary (as (as secretary company/chartered coveted post, original application application original post, coveted

compliance with financial, financial, with compliance become so matured to to matured so become the presence of of presence the ‘Independent Directorship’ is a a is Directorship’ ‘Independent Secretary

integrity who is able to ensure ensure to able is who integrity enterprise, he would have have would he enterprise, Besides the apparent benefits, benefits, apparent the Besides function effectively. As As effectively. function FCS The Profile of a Company Company a of Profile The - Bipul Kumar Bhowmik Bhowmik Kumar Bipul -

knowledgeable individual with with individual knowledgeable career as a CS of any large large any of CS a as career improving the standards of CG. CG. of standards the improving transaction would be able to to able be would transaction should be broad. be should

independent director shall be a a be shall director independent he would have occupied in his his in occupied have would he ID on board will definitely aid in in aid definitely will board on ID hereunder. portrayed arrangement or proposal or or proposal or arrangement confident and their approach approach their and confident

AS INDEPENDENT DIRECTOR INDEPENDENT AS

According to BSEC Guideline, Guideline, BSEC to According knowledge. In view of the position position the of view In knowledge. company/chartered secretary as as secretary company/chartered is directors, independent the complete ramifications of any any of ramifications complete the have to be courageous and and courageous be to have

with him enormous amount of of amount enormous him with CG, representation of of representation CG, of role the in fit to eminently who have the ability to visualize visualize to ability the have who company/chartered secretary secretary company/chartered

COMPANY SECRETARY COMPANY

‘Independent Directors’ ‘Independent others. An experienced CS carries carries CS experienced An others. role of independent director in in director independent of role is training and knowledge Company/chartered secretaries secretaries Company/chartered be ‘independent directors’, directors’, ‘independent be

Company Secretaries as as Secretaries Company certainly have an edge over over edge an have certainly an attempt to advance the pivotal pivotal the advance to attempt an their of virtue by secretaries, entities are subject to. to. subject are entities thoughts accordingly. In order to to order In accordingly. thoughts

ARTICLE «

39

January - March 2017 March - January

IDs to further strengthen the the strengthen further to IDs How company/ chartered chartered company/ How Guidelines on Corporate Corporate on Guidelines

increasing role and importance of of importance and role increasing (CS) as ‘independent directors’. directors’. ‘independent as (CS) significant changes in the the in changes significant the word. Experienced CS, will will CS, Experienced word. the ‘Independent Directors’. ‘Independent be set up, as the case may be. In In be. may case the as up, set be

that there has been an ever ever an been has there that company/chartered secretaries secretaries company/chartered exception to this. There have been been have There this. to exception independent in the true sense of of sense true the in independent shift in their role to become become to role their in shift are required or recommended to to recommended or required are

stakeholders. It is not disputed disputed not is It stakeholders. consider the role of of role the consider Bangladesh is also not an an not also is Bangladesh favours, he cannot be be cannot he favours, help CS to cause a substantial substantial a cause to CS help different board committees which which committees board different

the interests of different different of interests the perspective in mind, one should should one mind, in perspective IDs of listed companies. companies. listed of IDs its promoters or managers for for managers or promoters its ‘Independent Directors’. This will will This Directors’. ‘Independent their representation in the the in representation their

objective view and in balancing balancing in and view objective IDs will be met. Keeping this this Keeping met. be will IDs increasing burden placed upon upon placed burden increasing If he looks up to the company or or company the to up looks he If to know what is expected of of expected is what know to responsibilities, as evidenced by by evidenced as responsibilities,

providing an independent, independent, an providing from how increasing demand for for demand increasing how from certain across all jurisdictions: the the jurisdictions: all across certain he thinks about an arrangement. arrangement. an about thinks he different cup of tea. It is important important is It tea. of cup different roles and have more more have and roles

pivotal role of IDs - play in in play - IDs of role pivotal identify the right one as ID apart apart ID as one right the identify community but one thing is is thing one but community should be able to speak out what what out speak to able be should ‘Independent Directorship’ is a a is Directorship’ ‘Independent expected to play more important important more play to expected

increasing recognition of the the of recognition increasing are facing extreme snag on how to to how on snag extreme facing are special features in its local local its in features special He must understand that he he that understand must He Director’ is expected to do. do. to expected is Director’ independent directors are are directors independent

Bangladesh, in particular, there is is there particular, in Bangladesh, listed companies in Bangladesh Bangladesh in companies listed after taking into account the the account into taking after entity in which is he is interested. interested. is he is which in entity role that a CS as an ‘Independent ‘Independent an as CS a that role the revised CG Guideline, the the Guideline, CG revised the

regulatory environment. In In environment. regulatory perspective. However, boards of of boards However, perspective. emphasise different aspects of CG CG of aspects different emphasise assignment for his firm or any any or firm his for assignment nature. However, this is not the the not is this However, nature. Following the implementation of of implementation the Following

more demanding economic and and economic demanding more be understood in the right right the in understood be although each jurisdiction may may jurisdiction each although achievements to obtain any any obtain to achievements important role, which is unique in in unique is which role, important

protecting investors amidst a a amidst investors protecting and attributes to IDs that should should that IDs to attributes and changes concerning CG rules, rules, CG concerning changes to leverage his professional professional his leverage to Conclusion organization, a CS plays an an plays CS a organization,

remains of primary importance in in importance primary of remains prescribes certain qualifications qualifications certain prescribes There have been substantial substantial been have There director’, a CS should not attempt attempt not should CS a director’, very clearly that within an an within that clearly very

independent director (ID) (ID) director independent Such framework also also framework Such position of an ‘independent ‘independent an of position Independent Directors’. Independent mind and involvement. So, it is is it So, involvement. and mind

The concept of of concept The ‘Independent Directors’. Directors’. ‘Independent Directors’. While occupying the the occupying While Directors’. professionals to lead as ‘Lead ‘Lead as lead to professionals profile, preparedness, presence of of presence preparedness, profile,

regard to appointment of of appointment to regard to a company as its ‘Independent ‘Independent its as company a to Secretaries become the befitting befitting the become Secretaries length and breadth of his or her her or his of breadth and length

Introduction Introduction

framework exists with with exists framework to see whether CS could add value value add could CS whether see to conscience keepers, Company Company keepers, conscience depends on his or her vision, the the vision, her or his on depends

importance. The statutory statutory The importance. time. In this perspective one has has one perspective this In time. ‘Independent Directors’. As As Directors’. ‘Independent depends on individuals. It It individuals. on depends

portrayed here. portrayed

increasing significance and and significance increasing and it could change from time to to time from change could it and help them become lead lead become them help earn them an enviable position. It It position. enviable an them earn

independent directors, is is directors, independent

requirement is gaining gaining is requirement Independence is a state of mind mind of state a is Independence co-coordinating skill sets would would sets skill co-coordinating keepers. It is this role that would would that role this is It keepers.

to fit in the role of of role the in fit to

Independent directors’ directors’ Independent day business, their their business, day should function as conscience conscience as function should

and training are eminently eminently are training and

[Condition 3.1 (iii)]. 3.1 [Condition growing complexities of modern modern of complexities growing the financial statements. CS CS statements. financial the

by virtue of their knowledge knowledge their of virtue by

interests. approval of the Commission Commission the of approval ability of CS to understand the the understand to CS of ability credibility to what are stated in in stated are what to credibility

How company secretaries, secretaries, company How

guardians of shareholders’ shareholders’ of guardians may be relaxed subject to prior prior to subject relaxed be may process but also add value. The The value. add also but process as the function that adds adds that function the as

‘independent directors’. directors’. ‘independent

but also corporate corporate also but cases, the above qualifications qualifications above the cases, the Board in its decision making making decision its in Board the and auditing could be considered considered be could auditing and

company secretaries as as secretaries company

expertise and experience experience and expertise [Condition 3.1 (ii)]. In special special In (ii)]. 3.1 [Condition He will be able to not only assist assist only not to able be will He the entire face of the company company the of face entire the

consider the role of of role the consider

valuable knowledge, knowledge, valuable professional experiences experiences professional applicable regulatory framework. framework. regulatory applicable described as a mirror reflecting reflecting mirror a as described

perspective in mind, one should should one mind, in perspective

advisers in providing to the board board the to providing in advisers than in the past. past. the in than corporate management/ management/ corporate the letter and spirit of the the of spirit and letter the accounting could be properly properly be could accounting

perspective. Keeping this this Keeping perspective.

not only valuable strategic strategic valuable only not transparency and accountability accountability and transparency at least 12 (twelve) years of of years (twelve) 12 least at and consider them in the light of of light the in them consider and functions are value based. While While based. value are functions

understood in the right right the in understood

independent directors to act as as act to directors independent demands much greater integrity, integrity, greater much demands independent director must have have must director independent arrangements on the other side side other the on arrangements certain critical areas and such such and areas critical certain

directors that should be be should that directors

growing significance of of significance growing practices. That is, one that that one is, That practices. Chartered Secretaries. The The Secretaries. Chartered perspectives of the proposals or or proposals the of perspectives their companies function in in function companies their

and attributes to independent independent to attributes and

CG Guideline is evidence of the the of evidence is Guideline CG conform to globally accepted accepted globally to conform Management Accountants, Accountants, Management consider the objectives and and objectives the consider pivotal position in ensuring that that ensuring in position pivotal

prescribes certain qualifications qualifications certain prescribes

2006). This recent change to the the to change recent This 2006). to play by a new set of rules to to rules of set new a by play to Chartered Accountants, Cost & & Cost Accountants, Chartered observations on the one side and and side one the on observations grievances, etc. CS occupies a a occupies CS etc. grievances,

Directors’. Such framework framework Such Directors’.

basis’ (BSEC, 20th February, February, 20th (BSEC, basis’ failures which forces us effectively effectively us forces which failures background/ professionals like like professionals background/ best-suited person to keep his his keep to person best-suited BSEC regulations, shareholder shareholder regulations, BSEC

appointment of ‘Independent ‘Independent of appointment

Governance – ‘Comply or explain explain or ‘Comply – Governance examples of massive corporate corporate massive of examples or business Studies or law law or Studies business or proposal. A CS would be the the be would CS A proposal. company law, listing agreements, agreements, listing law, company

framework exists with regard to to regard with exists framework

Guideline of Corporate Corporate of Guideline globalization and recent recent and globalization university teacher with economics economics with teacher university arrangement or transaction or or transaction or arrangement regard to provisions of the the of provisions to regard

importance. The statutory statutory The importance.

2012) replaced the former former the replaced 2012) development of our economic economic our of development corporate leader/ bureaucrat/ bureaucrat/ leader/ corporate understand the real import of an an of import real the understand compliance by the organization in in organization the by compliance

increasing significance and and significance increasing

– ‘Comply basi's’ (BSEC, 3rd July, July, 3rd (BSEC, basi's’ ‘Comply – particularly in light of the the of light in particularly should be a business leader/ leader/ business a be should required skills to analyze and and analyze to skills required to get feedback on the status of of status the on feedback get to

directors is gaining gaining is directors

Corporate Governance Guideline Guideline Governance Corporate quality ID is imperative imperative is ID quality [Condition 3.1 (i)]. The person person The (i)]. 3.1 [Condition unique distinction of having the the having of distinction unique the nature of the job and train his his train and job the of nature the the which to pressures and CS is the nodal point for the Board Board the for point nodal the is CS

The concept of independent independent of concept The

them. The present revised revised present The them. key to good CG. The need for for need The CG. good to key contribution to business business to contribution obviously revealed. A CS has the the has CS A revealed. obviously the CEO in resisting the usual pulls pulls usual the resisting in CEO the positions. One must understand understand must One positions. company law responsibilities. The The responsibilities. law company

introduction of the ID is one of of one is ID the of introduction listed companies as they are the the are they as companies listed and can make meaningful meaningful make can and obvious but also what is not not is what also but obvious ID) will strengthen the hands of of hands the strengthen will ID) of mind is needed to occupy such such occupy to needed is mind of CS has important fiduciary and and fiduciary important has CS

bstract

Governance Practices and the the and Practices Governance corporate governance (CG) of of (CG) governance corporate regulatory and corporate laws laws corporate and regulatory understand not only what is is what only not understand company/chartered secretary (as (as secretary company/chartered coveted post, original application application original post, coveted

compliance with financial, financial, with compliance become so matured to to matured so become the presence of of presence the ‘Independent Directorship’ is a a is Directorship’ ‘Independent Secretary

integrity who is able to ensure ensure to able is who integrity enterprise, he would have have would he enterprise, Besides the apparent benefits, benefits, apparent the Besides function effectively. As As effectively. function The Profile of a Company Company a of Profile The

knowledgeable individual with with individual knowledgeable career as a CS of any large large any of CS a as career improving the standards of CG. CG. of standards the improving transaction would be able to to able be would transaction should be broad. be should

independent director shall be a a be shall director independent he would have occupied in his his in occupied have would he portrayed hereunder. portrayed ID on board will definitely aid in in aid definitely will board on ID arrangement or proposal or or proposal or arrangement confident and their approach approach their and confident

According to BSEC Guideline, Guideline, BSEC to According knowledge. In view of the position position the of view In knowledge. independent directors, is is directors, independent company/chartered secretary as as secretary company/chartered the complete ramifications of any any of ramifications complete the have to be courageous and and courageous be to have

with him enormous amount of of amount enormous him with eminently to fit in the role of of role the in fit to eminently CG, representation of of representation CG, who have the ability to visualize visualize to ability the have who company/chartered secretary secretary company/chartered

‘Independent Directors’ ‘Independent others. An experienced CS carries carries CS experienced An others. knowledge and training is is training and knowledge role of independent director in in director independent of role Company/chartered secretaries secretaries Company/chartered be ‘independent directors’, directors’, ‘independent be

Company Secretaries as as Secretaries Company certainly have an edge over over edge an have certainly by virtue of their their of virtue by secretaries, an attempt to advance the pivotal pivotal the advance to attempt an entities are subject to. to. subject are entities thoughts accordingly. In order to to order In accordingly. thoughts

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IDs to further strengthen the the strengthen further to IDs How company/ chartered chartered company/ How Guidelines on Corporate Corporate on Guidelines

increasing role and importance of of importance and role increasing (CS) as ‘independent directors’. directors’. ‘independent as (CS) significant changes in the the in changes significant the word. Experienced CS, will will CS, Experienced word. the ‘Independent Directors’. ‘Independent be set up, as the case may be. In In be. may case the as up, set be

that there has been an ever ever an been has there that company/chartered secretaries secretaries company/chartered exception to this. There have been been have There this. to exception independent in the true sense of of sense true the in independent shift in their role to become become to role their in shift are required or recommended to to recommended or required are

stakeholders. It is not disputed disputed not is It stakeholders. consider the role of of role the consider Bangladesh is also not an an not also is Bangladesh favours, he cannot be be cannot he favours, help CS to cause a substantial substantial a cause to CS help different board committees which which committees board different

the interests of different different of interests the perspective in mind, one should should one mind, in perspective IDs of listed companies. companies. listed of IDs its promoters or managers for for managers or promoters its ‘Independent Directors’. This will will This Directors’. ‘Independent their representation in the the in representation their

objective view and in balancing balancing in and view objective IDs will be met. Keeping this this Keeping met. be will IDs increasing burden placed upon upon placed burden increasing If he looks up to the company or or company the to up looks he If to know what is expected of of expected is what know to responsibilities, as evidenced by by evidenced as responsibilities,

providing an independent, independent, an providing from how increasing demand for for demand increasing how from certain across all jurisdictions: the the jurisdictions: all across certain he thinks about an arrangement. arrangement. an about thinks he different cup of tea. It is important important is It tea. of cup different roles and have more more have and roles

pivotal role of IDs - play in in play - IDs of role pivotal identify the right one as ID apart apart ID as one right the identify community but one thing is is thing one but community should be able to speak out what what out speak to able be should ‘Independent Directorship’ is a a is Directorship’ ‘Independent expected to play more important important more play to expected

increasing recognition of the the of recognition increasing are facing extreme snag on how to to how on snag extreme facing are special features in its local local its in features special He must understand that he he that understand must He Director’ is expected to do. do. to expected is Director’ independent directors are are directors independent

Bangladesh, in particular, there is is there particular, in Bangladesh, listed companies in Bangladesh Bangladesh in companies listed after taking into account the the account into taking after entity in which is he is interested. interested. is he is which in entity role that a CS as an ‘Independent ‘Independent an as CS a that role the revised CG Guideline, the the Guideline, CG revised the

regulatory environment. In In environment. regulatory perspective. However, boards of of boards However, perspective. emphasise different aspects of CG CG of aspects different emphasise assignment for his firm or any any or firm his for assignment nature. However, this is not the the not is this However, nature. Following the implementation of of implementation the Following

more demanding economic and and economic demanding more be understood in the right right the in understood be although each jurisdiction may may jurisdiction each although achievements to obtain any any obtain to achievements important role, which is unique in in unique is which role, important

protecting investors amidst a a amidst investors protecting and attributes to IDs that should should that IDs to attributes and changes concerning CG rules, rules, CG concerning changes to leverage his professional professional his leverage to Conclusion organization, a CS plays an an plays CS a organization,

remains of primary importance in in importance primary of remains prescribes certain qualifications qualifications certain prescribes There have been substantial substantial been have There director’, a CS should not attempt attempt not should CS a director’, very clearly that within an an within that clearly very

independent director (ID) (ID) director independent Such framework also also framework Such position of an ‘independent ‘independent an of position Independent Directors’. Independent mind and involvement. So, it is is it So, involvement. and mind

The concept of of concept The ‘Independent Directors’. Directors’. ‘Independent Directors’. While occupying the the occupying While Directors’. professionals to lead as ‘Lead ‘Lead as lead to professionals profile, preparedness, presence of of presence preparedness, profile,

regard to appointment of of appointment to regard to a company as its ‘Independent ‘Independent its as company a to Secretaries become the befitting befitting the become Secretaries length and breadth of his or her her or his of breadth and length

Introduction Introduction

framework exists with with exists framework to see whether CS could add value value add could CS whether see to conscience keepers, Company Company keepers, conscience depends on his or her vision, the the vision, her or his on depends

importance. The statutory statutory The importance. time. In this perspective one has has one perspective this In time. ‘Independent Directors’. As As Directors’. ‘Independent depends on individuals. It It individuals. on depends

portrayed here. portrayed

increasing significance and and significance increasing and it could change from time to to time from change could it and help them become lead lead become them help earn them an enviable position. It It position. enviable an them earn

independent directors, is is directors, independent

requirement is gaining gaining is requirement Independence is a state of mind mind of state a is Independence co-coordinating skill sets would would sets skill co-coordinating keepers. It is this role that would would that role this is It keepers.

to fit in the role of of role the in fit to

Independent directors’ directors’ Independent day business, their their business, day should function as conscience conscience as function should

and training are eminently eminently are training and

[Condition 3.1 (iii)]. 3.1 [Condition growing complexities of modern modern of complexities growing the financial statements. CS CS statements. financial the

by virtue of their knowledge knowledge their of virtue by

interests. approval of the Commission Commission the of approval ability of CS to understand the the understand to CS of ability credibility to what are stated in in stated are what to credibility

How company secretaries, secretaries, company How

guardians of shareholders’ shareholders’ of guardians may be relaxed subject to prior prior to subject relaxed be may process but also add value. The The value. add also but process as the function that adds adds that function the as

‘independent directors’. directors’. ‘independent

but also corporate corporate also but cases, the above qualifications qualifications above the cases, the Board in its decision making making decision its in Board the and auditing could be considered considered be could auditing and

company secretaries as as secretaries company

expertise and experience experience and expertise [Condition 3.1 (ii)]. In special special In (ii)]. 3.1 [Condition He will be able to not only assist assist only not to able be will He the entire face of the company company the of face entire the

consider the role of of role the consider

valuable knowledge, knowledge, valuable professional experiences experiences professional applicable regulatory framework. framework. regulatory applicable described as a mirror reflecting reflecting mirror a as described

perspective in mind, one should should one mind, in perspective

advisers in providing to the board board the to providing in advisers than in the past. past. the in than corporate management/ management/ corporate the letter and spirit of the the of spirit and letter the accounting could be properly properly be could accounting

perspective. Keeping this this Keeping perspective.

not only valuable strategic strategic valuable only not transparency and accountability accountability and transparency at least 12 (twelve) years of of years (twelve) 12 least at and consider them in the light of of light the in them consider and functions are value based. While While based. value are functions

understood in the right right the in understood

independent directors to act as as act to directors independent demands much greater integrity, integrity, greater much demands independent director must have have must director independent arrangements on the other side side other the on arrangements certain critical areas and such such and areas critical certain

directors that should be be should that directors

growing significance of of significance growing practices. That is, one that that one is, That practices. Chartered Secretaries. The The Secretaries. Chartered perspectives of the proposals or or proposals the of perspectives their companies function in in function companies their

and attributes to independent independent to attributes and

CG Guideline is evidence of the the of evidence is Guideline CG conform to globally accepted accepted globally to conform Management Accountants, Accountants, Management consider the objectives and and objectives the consider pivotal position in ensuring that that ensuring in position pivotal

prescribes certain qualifications qualifications certain prescribes

2006). This recent change to the the to change recent This 2006). to play by a new set of rules to to rules of set new a by play to Chartered Accountants, Cost & & Cost Accountants, Chartered observations on the one side and and side one the on observations grievances, etc. CS occupies a a occupies CS etc. grievances,

Directors’. Such framework framework Such Directors’.

basis’ (BSEC, 20th February, February, 20th (BSEC, basis’ failures which forces us effectively effectively us forces which failures background/ professionals like like professionals background/ best-suited person to keep his his keep to person best-suited BSEC regulations, shareholder shareholder regulations, BSEC

appointment of ‘Independent ‘Independent of appointment

Governance – ‘Comply or explain explain or ‘Comply – Governance examples of massive corporate corporate massive of examples or business Studies or law law or Studies business or proposal. A CS would be the the be would CS A proposal. company law, listing agreements, agreements, listing law, company

framework exists with regard to to regard with exists framework

Guideline of Corporate Corporate of Guideline globalization and recent recent and globalization university teacher with economics economics with teacher university arrangement or transaction or or transaction or arrangement regard to provisions of the the of provisions to regard

importance. The statutory statutory The importance.

2012) replaced the former former the replaced 2012) development of our economic economic our of development corporate leader/ bureaucrat/ bureaucrat/ leader/ corporate understand the real import of an an of import real the understand compliance by the organization in in organization the by compliance

increasing significance and and significance increasing

– ‘Comply basi's’ (BSEC, 3rd July, July, 3rd (BSEC, basi's’ ‘Comply – particularly in light of the the of light in particularly should be a business leader/ leader/ business a be should required skills to analyze and and analyze to skills required to get feedback on the status of of status the on feedback get to

directors is gaining gaining is directors

Corporate Governance Guideline Guideline Governance Corporate quality ID is imperative imperative is ID quality [Condition 3.1 (i)]. The person person The (i)]. 3.1 [Condition unique distinction of having the the having of distinction unique the nature of the job and train his his train and job the of nature the the which to pressures and CS is the nodal point for the Board Board the for point nodal the is CS

The concept of independent independent of concept The

them. The present revised revised present The them. key to good CG. The need for for need The CG. good to key contribution to business business to contribution obviously revealed. A CS has the the has CS A revealed. obviously the CEO in resisting the usual pulls pulls usual the resisting in CEO the positions. One must understand understand must One positions. company law responsibilities. The The responsibilities. law company

introduction of the ID is one of of one is ID the of introduction listed companies as they are the the are they as companies listed and can make meaningful meaningful make can and obvious but also what is not not is what also but obvious ID) will strengthen the hands of of hands the strengthen will ID) of mind is needed to occupy such such occupy to needed is mind of CS has important fiduciary and and fiduciary important has CS Fellow Member of the Institute the of Member Fellow

bstract

Governance Practices and the the and Practices Governance corporate governance (CG) of of (CG) governance corporate

regulatory and corporate laws laws corporate and regulatory

understand not only what is is what only not understand company/chartered secretary (as (as secretary company/chartered coveted post, original application application original post, coveted

About the Author the About

»

compliance with financial, financial, with compliance become so matured to to matured so become the presence of of presence the ‘Independent Directorship’ is a a is Directorship’ ‘Independent Secretary

integrity who is able to ensure ensure to able is who integrity enterprise, he would have have would he enterprise, Besides the apparent benefits, benefits, apparent the Besides function effectively. As As effectively. function The Profile of a Company Company a of Profile The

knowledgeable individual with with individual knowledgeable career as a CS of any large large any of CS a as career improving the standards of CG. CG. of standards the improving transaction would be able to to able be would transaction should be broad. be should

independent director shall be a a be shall director independent portrayed hereunder. portrayed he would have occupied in his his in occupied have would he ID on board will definitely aid in in aid definitely will board on ID arrangement or proposal or or proposal or arrangement confident and their approach approach their and confident

According to BSEC Guideline, Guideline, BSEC to According independent directors, is is directors, independent knowledge. In view of the position position the of view In knowledge. company/chartered secretary as as secretary company/chartered the complete ramifications of any any of ramifications complete the have to be courageous and and courageous be to have

eminently to fit in the role of of role the in fit to eminently with him enormous amount of of amount enormous him with CG, representation of of representation CG, who have the ability to visualize visualize to ability the have who company/chartered secretary secretary company/chartered

‘Independent Directors’ ‘Independent knowledge and training is is training and knowledge others. An experienced CS carries carries CS experienced An others. role of independent director in in director independent of role Company/chartered secretaries secretaries Company/chartered be ‘independent directors’, directors’, ‘independent be

Company Secretaries as as Secretaries Company by virtue of their their of virtue by secretaries, certainly have an edge over over edge an have certainly an attempt to advance the pivotal pivotal the advance to attempt an entities are subject to. to. subject are entities thoughts accordingly. In order to to order In accordingly. thoughts

ARTICLE «

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1 re u g i F rectors Di t n de n e p de in f o s e i t i l i b i s n o p s Re d n a s e l Ro

:

culture

3. Developing a system in board in system a Developing 3.

Managerial

2. Infusion of new ideas new of Infusion 2.

composition

1. Bringing expertise in board board in expertise Bringing 1.

6. Protecting whistleblowers’ interest whistleblowers’ Protecting 6.

5. Protecting stakeholders’ interest stakeholders’ Protecting 5.

Legal 4. Protecting shareholders’ interest shareholders’ Protecting 4.

3. Conflicts of Interest Management Interest of Conflicts 3.

2. Unbiased Decisions Unbiased 2.

r to c e r Di Disinterested 1.

the prime concern before the the before concern prime the Brief: Brief: directors having no direct direct no having directors

the shareholders’ consideration in in consideration shareholders’ the of Independent Directors in in Directors Independent of Directors” refer to the panel of of panel the to refer Directors”

independent directors take take directors independent Roles and Responsibilities Responsibilities and Roles

It’s always considered that that considered always It’s

LESS THAN 1%. THAN LESS

the organization. the or organization concerned. concerned. organization or

BUSINESS INTEREST, HOLDING HOLDING INTEREST, BUSINESS

directors of the company or or company the of directors operations of the company company the of operations

DIRECTORS HAVING NO DIRECT DIRECT NO HAVING DIRECTORS

selected by the elected elected the by selected direct benefits from from benefits direct

REFER TO THE PANEL OF OF PANEL THE TO REFER

with the company. They are are They company. the with or other types of financial financial of types other or

“INDEPENDENT DIRECTORS” DIRECTORS” “INDEPENDENT

financial communication of of communication financial no interest of profit margin margin profit of interest no

relations and historic historic and relations or in the organization with with organization the in or

having no direct personal personal direct no having executive position in the company company the in position executive Thus, the term, “Independent “Independent term, the Thus,

total share values and ultimately ultimately and values share total members holding no no holding members

W

company or the organization’s organization’s the or company level. level. board are (IDs) Directors

than 1% or no shares of the the of shares no or 1% than Directors? Independent Independent Directors? agency problem to the lowest lowest the to problem agency

business interest, holding less less holding interest, business ho are Independent Independent are ho other interests and taken the the taken and interests other

Gourav Roy Gourav -

2

FCS Prodip Kumar Roy Roy Kumar Prodip - 1

-BANGLADESH CONTEXT -BANGLADESH INDEPENDENT DIRECTOR INDEPENDENT

ARTICLE «

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. e d o c l a c i h t e e l b a c i l p p a

d n a e c n e g i l i d e u d f o r e t t a m a s a s r o t c a f k s i r d n a s r o t c a f k s i r - n o n

s ’ y n a p m o c e h t e s o l c s i d o t t n e d u r p e b t s u m s r o t c e r i D t n e d n e p e d n I e h T y c n e r a p s n a r T d n a e r u s o l c s i D 6

. e e t t i m m o c h c a e g n i d a e h r o t c e r i d f o e p y t d n a d r a o b e h t n i s e e t t i m m o c

f o r e b m u n , s g n i t e e m d r a o b e h t g n i d n e t t a e r a s r e b m e m d r a o b y n a m C d r a o B e t a r o p r o

w o h f o n o i t a r e d i s n o c e h t e k a t t s u m s r o t c e r i D t n e d n e p e d n I e h t , w o N f o e c n e d n e p e d n I & y c n e i c i f f E 5

. s m e l b o r p e r u t u f g n i d i o v a r o f d n i m n i

y t i u q E f o y r o e h T e h t g n i k a t n o i t i s o p m o c d r a o b d n a n r e t t a p g n i d l o h e r a h s S e r a h r e d l o h e k a t S & r e d l o h

e h t e n i m r e t e d t s u m s r o t c e r i D t n e d n e p e d n I f o e c n a n r e v o g e t a r o p r o c e h T o t t n e m t a e r T e l b a t i u q E 4

. e c n a n r e v o g e t a r o p r o c s ’ y n a p m o c e h t n i s r o t c e r i D t n e d n e p e d n I

e h t f o n o i t a p i c i t r a p e h t y b d e t c e f f a s i o s l a d r a d n a t s e h t h t i w e c n a i l p m o c

- n o n d n a e c n a i l p m o c s i t a h t s u t a t s e c n a n r e v o G e t a r o p r o C e h T s u t a t S e c n a n r e v o G e t a r o p r o C 3

. y n a p m o c

r o t c e r i e m a s e h t f o d r a o b e l p i t l u m n i g n i k r o w d n a d e d n e t t a s M G A f o r e b m u n D

e i c i f f E 2 y b d e t c e f f a y l l o h w s i y n a p m o c n i s r o t c e r i D t n e d n e p e d n I f o y c n e i c i f f e e h T t n e d n e p e d n I f o y c n

. s p i h s r o t c e r i d e l p i t l u m d n a

y n a p m o c e h t h t i w n o i t a l e r t s a p , n o i t a r e n u m e r , e c n e i r e p x e , n o i t a c i f i l a u q D s r o t c e r i

e h t n o s d n e p e d s r o t c e r i d t n e d n e p e d n i e h t f o e c n e d n e p e d n i e h T t n e d n e p e d n I f o e c n e d n e p e d n I 1

t e c n a n r e v o G e t a r o p r o C o . o N

e c n a n r e v o G e t a r o p r o C e h t t c e f f A s r o t c a F e h t w o H

s e i t i v i t c A ’ s D I f o s r o t c a F g n i k n i L . l S

h s e d a l g n a B n i s r o t c a F g n i k n i L e h T : 1 e l b a T

n o i t a n a l p x E

: 2 re u g i F ce n a n er v o G orate p or C e h t d n a s ector r Di t n de n e p de n I n etwee b k in L e Th

e d Co al c thi E of n o ti p o d A •

y c n e r a p s n a r T

r o t c a f k is R g n i t la re ure s o l isc D •

nd a

ts o t c a f k ris n o n o t n o ti la re

e e ur s o cl s i D

in in y n a p Com y b sure o l c is D •

ittee omm C h c a e

d r a o B

g in ad he r o t c ire D of e p y T •

e e t a r o p r Co of

rd a o B

e c n e nd e p e nd I

the the in ittes omm C of er mb Nu •

& y c n e i c i Eff

s g eetin M d r a o B of er mb Nu •

n o siti o p Com er d l o h e k a t S

d r a o B • & r e d l o h e r a h S

o o t t n e m t a e r T tterns a P

e e l b a t i qu E g in ld o reh a h S •

s u t a t S

ce ce n a n r e v o G

e e t a r o p r Co

ed d tten a

M G A d n a g eetin M or t ec r Di

d r a o B of er b m Nu • t n e nd e p e nd I

rd a o B of of y c n e i c i Eff

e e l p ti l u M in r o t c ire D •

rship o t c ire D e l p ti l u M •

ny a p Com

s r o t ec r Di with with n o ti la e R - st a P •

t n e nd e p e nd I of

ns ns o ti a uner m e R •

e c n e nd e p e nd I

e c erien xp E •

n o i t a ic f i al u Q •

Now, we will see a flow diagram to interpret the relation: the interpret to diagram flow a see will we Now,

corporate governance. corporate

governance, then, they may be in huge liability and pressures on fall of the company’s reputation due to weak weak to due reputation company’s the of fall on pressures and liability huge in be may they then, governance,

Directors don’t care about or care less than needed about their responsibilities toward the corporate corporate the toward responsibilities their about needed than less care or about care don’t Directors

corporate governance are integrally related to each other in their scope of activities. If the Independent Independent the If activities. of scope their in other each to related integrally are governance corporate

Relationship between Independent Directors and Corporate Governance: Corporate and Directors Independent between Relationship The independent directors and and directors independent The

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43

January - March 2017 March - January

: 3 re u g i F The Process of Avoiding Unwarranted Liabilities on IDs on Liabilities Unwarranted Avoiding of Process The

s D I f o ss e n re awa

e f a s l o ntr o c ue d g in p Kee • e l o r y r iso v r e p u s

p u g in pp e t S

s k ris g tin a u al v E •

ng wi o l b e l t is h W •

e th g in ur ns ee R

ern c n o c

es ici l po y n a omp c

n n o ti a ut p re d n a ll wi d oo g

with with d te da p u g in y a t S •

e e ag n a m o t nus o the g rin a h S •

t c u d n o c of e d o c

es i t i v i t c a

e c en g i l i d ue d g tin c u d n o C •

th th wi e c n a i l omp c g n i ur s n E •

y n a omp c y da o t y da in

ent ent m e v l o v in t c ire d g in d i o v A •

s D I of ities l i b a i L of e p o Sc •

s o i r a en sc

s D I d o s e i t i l i b si n po s re

nie a mp o c s/ er ot m o r p

g in g n a h c g in ll o ntr o C • e c n a n er v o g ood g

d n a uties d he T •

n o k c e ch d n u o r g k c a b g n ti n e m e l mp I

a d n a e nc e g i l di

ue d g n ti c u d n o C

: w o l e b n w o h s d i s s e c o r p e h T . h s e d a l g n a B n i s l a d n a c s f o s e p y t t n e r e f f i d r e h t o d n a d u a r f o t e u d y t i l i b a i l

e h t t s n i a g a s e v l e s m e h t t c e t o r p ) s D I ( s r o t c e r i D t n e d n e p e d n I e h t p l e h n a c s s e c o r p e l g n i s a f o g n i w o l l o F

? h s e d a l g n a B n i e c n a n r e v o G e t a r o p r o C n i n o i t p u r r o C

d n a y r e b i r B , d u a r F o t e u d y t i l i b a i L t s n i a g a s e v l e s m e h t t c e t o r p s r o t c e r i D t n e d n e p e d n I n a c w o H

? t u o d e i r r a c s i n o i t a g i t s e v n i h g u o r o h t d n a t n e d n e p e d n i

n a t a h t e r u s n e e w o d , m e l b o r p a d n i f e w n e h W ? e v i t c e f f e s i g n i n i a r t r u o t a h t w o n k e w o d w o H

? s e s s e c o r p

? m a r g o r p d n a s e i c i l o p n o i t p u r r o c d n a y r e b i r b - i t n a r u o n o

e c n a i l p m o c r u o f o s s e n e v i t c e f f e e h t w e i v e r e w o d w o H s r o t c e r i d n i a r t d n a e t a c i n u m m o c y l e t a u q e d a e w o D

? e c n e d n e p e d n i d n a s e c r u o s e r ? s k s i r e s e h t s s e r d d a o t s e s s e c o r p

, t u o l c e t a u q e d a e v a h s r e c i f f o e c n a i l p m o c r u o o D d n a s e i c i l o p , s d r a d n a t s e v i t c e f f e e v a h e w o D

? k s i r n o i t p u r r o c r u o s s e s s a y l e v i t c e f f e e w o D ? t c u d n o c r e p o r p m i t c e t e d o t t i d u a d n a r o t i n o m e w o d w o H

? e c n a i l p m o c n o n r o f s e i t l a n e p ? ” p o t

d n a e c n a i l p m o c r o f e d i v o r p e w o d s e v i t n e c n i t a h W e h t t a e n o t “ t h g i r e h t e t a c i n u m m o c d n a t e s e w o D

s n o i t s e u Q e v i t i s i u q n I 0 1 p o T

s n o i t s e u Q e v i t i s i u q n I 0 1 p o T : 2 e l b a T

: w o l e b n w o h s e r a e c n a n r e v o g e t a r o p r o c n i s l a d n a c S d n a d u a r F

The top ten questions that should be kept in the inquisitive mind of the Independent Directorsfor detecting the the detecting Directorsfor Independent the of mind inquisitive the in kept be should that questions ten top The

: h s e d a l g n a B n i e c n a n r e v o G e t a r o p r o C

n i s l a d n a c S d n a d u a r F f o n o i t c e t e D d n a n o i t n e v e r P e h t r o f s r o t c e r i D t n e d n e p e d n I f o y t i l i b i s n o p s e R

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Teacher with Economics or or Economics with Teacher which really worth the companies’ companies’ the worth really which

BBA (Student), University of Dhaka of University (Student), BBA

Leader/Bureaucrat/University Leader/Bureaucrat/University

2 on being to serve the positions positions the serve to being on

AFC Agro Biotech Ltd. Biotech Agro AFC

Business Leader/Corporate Leader/Corporate Business BSEC has made lots of restrictions restrictions of lots made has BSEC

CFO, Active Fine Chemicals Ltd., Chemicals Fine Active CFO,

1 1 business. The person should be a a be should person The business. independent the directors, the the directors, the independent

About the Author the About

» meaningful contribution to to contribution meaningful independent directors. To be the the be To directors. independent

corporate laws and can make make can and laws corporate company’s board shall be be shall board company’s

Commission. Commission. and regulatory financial, total number of directors in the the in directors of number total

subject to prior approval of the the of approval prior to subject with compliance ensure to able that at least one fifth (1/5) of the the of (1/5) fifth one least at that

individual with integrity who is is who integrity with individual qualifications may be relaxed relaxed be may qualifications companies across Bangladesh Bangladesh across companies

Director shall be a knowledgeable knowledgeable a be shall Director special cases the above above the cases special made it mandatory for the the for mandatory it made

Bangladesh. Independent Independent Bangladesh. professional experiences. In In experiences. professional Exchange Commission (BSEC) has has (BSEC) Commission Exchange

the corporate world of of world corporate the corporate management/ management/ corporate Bangladesh Securities and and Securities Bangladesh

and that also happens in reality in in reality in happens also that and at least 12 (twelve) years of of years (twelve) 12 least at influence in recent times as the the as times recent in influence

requirements must be stringent stringent be must requirements independent director must have have must director independent Bangladesh are making lots of of lots making are Bangladesh

shareholders, so, the the so, shareholders, Management Accountants. The The Accountants. Management The independent directors in in directors independent The

fiduciary for the company and its its and company the for fiduciary Accountants and Cost & & Cost and Accountants

Directors are very crucial and and crucial very are Directors Chartered Secretaries , Chartered Chartered , Secretaries Chartered Bangladesh:

the position of Independent Independent of position the background/Professionals like like background/Professionals the Corporate World of of World Corporate the

wellbeing. As the ways to serve serve to ways the As wellbeing. Business Studies or Law Law or Studies Business The Independent Directors in in Directors Independent The

ARTICLE « « ARTICLE

between the board composition and Bangladesh, there is not independent directors can company operation issues the company performance viability and feasibility of As large companies often communication with other securing/provision of specific INDEPENDENT DIRECTOR and firm performance much literature available to provide to their companies. and critically analysing (Hambrick and Fukutomi, potential projects, and (ii) the attempt to lobby the stakeholders beyond resources that these companies (Hermalin&Weisbach, 1998). In delineate the causal effect of business strategies and plans 1991). By increasing use of various financial government to establish suppliers and competitors. lack or prizes. From the detailed IN CONTEXT OF BANGLADESH the Asian context (Garg, 2007) Board of Directors composition Results and Discussion (Dimov and Shepherd, 2005). independent directors’ time instruments/options that are policies and regulations that These independent directors, content analysis of independent found that board size and board and firm performance. Even Providing advice and counsel within the organization, they available to these companies. are favorable to their by providing nonbusiness directors’ biographies eight independence are oppositely amongst the available literature From the detailed content to the board is seen as one of feel more obligations to the Furthermore, in times of respective businesses, perspectives on company’s distinctive resource provision - AN EMPIRICAL INVESTIGATION related with the firm’s no empirical work is done with analysis of independent directors’ the most important company and use their economic uncertainty or independent directors with proposed actions and capability indicators were performance at lower board size. reference to the role of profiles in the sampled annual independent directors’ networks and channels in a crises when there is stiff strong legal backgrounds strategies, keep the company identified. These disclosed - Iftekhar Shahab Uddin From the research it was found independent directors in reports, the study has identified activities that fall under their more merciful manner. competition for limited play a critical role in away from threats and indicators reflect certain that the optimum proportion of enhancing or otherwise for the eight distinctive resources that resource provision function capital and/or when the companies that are operating implementing misguided resources that independent independent directors was found shareholders wealth. this select group of individuals (Baysinger and Butler, 1985; 4: Titles: The fourth type of company is not performing in the wider business and strategies which may conflict directors can provide to their ntroduction The incorporation of corporate and Exchange Commission is out to be between 50 to 60 per brings to the companies that they Hillman, Nicholson, and prized resource is well, then banks and financial political institutional with the interests of company and are categorized into governance codes in the Asian mainly responsible for issuing cent of the total board size. Methodology serve. Shropshire, 2008; Pfeffer and formal/conferred titles with institutions will be in a environment (Agrawal and community groups and (i) education, (ii) business and law I The main function of the economies happened in different Corporate Governance Guidelines Salancik, 1978). Moreover, all the accompanying relatively stronger bargaining Knoeber, 2001). movements (Hillman et al., education, (iii) experience, (iv) director in a company’s Board phases and it took prominent activities for the listed companies In the Asian context, various In order to identify the various The summary of the ten companies by appointing benefits that can be derived position with respect to these 2000). Indeed, community titles (iv) independent directors of of Directors (BOD) is to protect position in the global corporate in Bangladesh. The corporate studies (Rajagopalan& Zhang, types/categories of resources resources are given below; independent directors with from these. Indeed, the companies. In response, 7: Financial experts: The leaders are appointed on the banks, (vi) lawyers, (vii) the interest of the shareholder world. In Korea, post Asian environment in Bangladesh is 2008); (Chowdhury, 2010) were provided by independent education in business and law perception of power and these companies would content analysis exercises company’s board to represent accountants, and (viii) community and monitor the managers so that financial crisis, there were mainly concentrated with family conducted to understand the directors of family-controlled, 1: Level of Education: The by offering legitimacy to the prestige stemming from the presumably appoint bankers uncovered yet another type of the interests of local leaders. The main limitation of this they implement the projects to demands from the International oriented businesses and effective composition of shareholders on publicly-listed companies, a detailed content analysis company facilitate attracting acquisition and/or use of onto the board to reduce valuable resource, that of community, workers, study is stems from using only the maximize the benefits of the Monetary Fund and the corporate governance is basically the monitoring role of the board comprehensive review of uncovered formal education other resource providers such official/conferred titles by uncertainties in raising specific expertise in consumer interests, etc. disclosed information in shareholders’ activists for absent in Bangladesh. shareholders’ wealth. To fulfill the and a common observation is that disclosures relating to them (i.e. as a key type of resource as investors, suppliers, independent directors serves financial capital (Mizruchi accounting and finance, companies’ annual reports rather corporate reforms resulting in the objective of the Board of Directors large investors have more power director biographies) in the provided by independent bankers, etc. (Withers, to lend companies that they 1988). Indeed, Pfeffer which presumably enhances Conclusion than a more comprehensive requirement of minimum of 25% Literature Review the composition of the board is to monitor the board rather than annual reports of some selected directors. This is consistent Hillman, and Cannella, 2012). are linked to with an aura of (1972a) showed that as larger the effectiveness of search for information relating to of outside directors in the extremely important so that the small number of investors. On the companies was conducted using with established governance legitimacy (D'Aveni, 1990; companies have higher need independent directors in Even though companies appoint independent directors from all company’s board (Choi, Park, The role of independent director for financial capital, they publicly available sources. More board can perform the other hand (Patibandla, 2005) content analysis. These samples literature where independent 3: Relevant Experience: The Finkelstein, 1992). Thus, it is carrying out their board independent directors onto their &Yoo, 2006). Emerging Asian has been to provide expertise in third primary resource that is expected that boards with increase their board size by advisory role. While financial importantly, the index developed responsibilities independently found that the government are big enough to represent the directors with higher respective boards as this is a economies such as India and his own field and enhance a common characteristic of independent directors with appointing representatives experts and accountants are requirement of corporate by this study can be used in future and fairly. According to (Brown controled listed firms are less population at 95% confidence education level have higher China opened up to the world reputation of the firm. But with independent directors across higher titles have higher from financial institutions. an important source of advice governance codes/guidelines and quantitative research as a &Caylor, 2004) the Board of efficient in its monitoring role. level (Krejcie and Morgan, 1970). prestige and more powerful Directors failed to carry out increasing scandals and all sampled companies is prestige and this is intensified on financial communication stock market listing regulations; construct to explore the overall Rashid et.al. (2004) claimed that A list of distinctive resources friends and they can connect their duties towards the acts, shareholders have directors’ relevant by high power distance 6: Lawyers: The next significant strategy for CEOs and top the actual choice of who they resource provision capability of independent directors have provided by independent the company to more external shareholders because of THE ROLE OF INDEPENDENT begun to take active experience. According to the culture (Finkelstein, 1992; finding is that legal expertise management team, their select is largely based around independent directors in order to insignificant role in the corporate directors was identified from all powers within the society that the weak legal DIRECTOR HAS BEEN TO PROVIDE interest in company's extant literature, board Jogulu, 2010; Kennedy, is regarded as a valuable presence on the board would these directors’ resource examine its impact on companies’ governance of Bangladesh. But disclosures that relate specifically they work (Finkelstein, 1992). requirements for corporate EXPERTISE IN HIS OWN FIELD AND policies (Treadwell, 2006), there were certain limitations in members’ capability to serve 2002). independent director trait. also facilitate access to new provision capabilities. performance and success. to them. In addition, where In addition, prestige of disclosure, entrenchment ENHANCE REPUTATION OF THE board composition and their finding, for example; the directors lends legitimacy to on the board is influenced by Lawyers are an important equity and debt financing by Furthermore, such a tendency is Moreover, future studies can be possible, each identified theme of the board by the FIRM. director’s appointment. The time period under consideration their company (D'Aveni, their knowledge which is a 5: Independent Directors of source of advice on legal reassuring potential investors exhibited more strongly in conducted to identify the was linked back to established managers, promoter shareholders expect the did not reflect the general 1990). Their academic result of their working Banks: The analysis of annual rights and regulations and and/or creditors (Francis, family-controlled families. Hence, preferences of family-controlled corporate governance literature holding major share by Board of Directors as a economic conditions of knowledge, expertise and experience (Kamardin and report disclosures also found improved companies’ Hasan, and Qiang, 2012; independent directors are prized companies in terms of their in order to better understand their cross holding and restricting the economy with reforms toward whole should be more demanding Bangladesh. The effect of board skills also enable them to Haron, 2011). Independent that independent directors prestige and legitimacy in the Hillman et al., 2000). not because of their supposed independent directors’ resource importance when interpreted board in it functionalities etc. In privatization. China started the and proactive in company’s independence and CEO duality on provide appropriate advice to directors with higher who are bankers and/or institutional environment monitoring role but because of provision capability. Furthermore, from the resource dependence the present context, there are reforms in late 1970s and India policies. Thus, it requires the firm’s performance in Malaysian the board on strategy experience have more possess banking-related (Hillman et al., 2000). More 8: Community Leaders their ability to facilitate access to qualitative research through significant evidences that related started in early 1990s. independent directors to be context was documented perspective. Each resource is planning and knowledge about the experience/expertise are specifically, lawyers are (Academic, Social, NGOs, valuable external resources such interviewing directors and toboard structure with the firm Privatization leads to diversified diligent, flexible (Bhagat & Black, (Abdullah, 2004) but the result assumed to form a component of implementation. operation and strategies of regarded as an important important to help companies etc.): These types of as government contracts, managers is worthwhile to gather performance and it was found ownership structure of the 1999) and willing to devote more was inconclusive it was a particular director’s overall the company as well as its resource to the sampled to understand their legal independent directors bring networks, projects, licenses, an in-depth understanding of that companies with strong and company that led to emergence time on a regular basis for the documented that neither board resource provision capability. 2: Business and Law needed resources. The reason companies, presumably to rights and duties as well as to their respective companies loans, specialized skills and companies’ attitude towards independent board, with better of the concept of corporate companies affairs and assume independence nor firm’s structure Indeed, by using content analysis, Education: Besides overall for the importance of this facilitate access to scarce guidance to comply with is benefits, links and also expertise, etc. In fact, this independent directors’ roles in corporate disclosure provide more governance in these countries. greater responsibilities. From the affects performance. this research identifies formal education, this study relevant experience is that capital. When the general existing/new regulations. legitimacy derived from them resource dependence perspective developing countries and more opportunities for growth and previous studies we have seen independent directors’ resource found that companies regard independent board members’ economic conditions are With their extensive being community leaders (i.e. is especially applicable in specifically scrutinize appointment stability, thereby adding value to Corporate governance in that there has been a huge The survey of the existing provision capability indicators education that is specific to tenure is considered as a favorable and when capital is experiences of dealing with academic, social, etc.). economies where there is strong criteria of independent directors the shareholders’ wealth Bangladesh has gained its debate on the board literature depicts that the role and disclosed in their biographies areas within business and law proxy for their task plentiful and cheap, government as counterparty Companies by appointing relationship-based business in family- controlled companies. (Prasanna, 2006). Therefore, it significance since the early 1990s. characteristics like composition, composition of independent published in companies’ annual as a highly prized commodity. knowledge, experience, independent directors with a in administrative or legal independent directors with culture and extensive political was found that in order to improve Bangladesh followed an open duality etc. on the firms directors varies across economies. reports. Thus, these indicators It is expected that directors information diversity, power, banking background could proceedings, they offer this social connections endeavor involvement in business. In the functioning of the BOD, the market policy due to the small performance. There is no As the concept of corporate form a resource provision with formal education in and task interest which play a provide valuable input (i.e. sort of distinctive political to endear themselves to family-controlled companies, board composition should be size and lack of adequate natural conclusive evidence has been governance is fairly new in capability disclosure which business and law provide critical role in their decision advice and counsel) in (i) acumen to the board these powerful groups in the independent directors are chosen professional and independent. resources. BangladeshSecurities arrived at the relationship emerging economies like India reflects resources that advice and consultation on making procedure and affects assessing the financial (Agrawal and Knoeber, 2001). community and provide on a basis that of the

January - March 2017 45 « ARTICLE

between the board composition and Bangladesh, there is not independent directors can company operation issues the company performance viability and feasibility of As large companies often communication with other securing/provision of specific and firm performance much literature available to provide to their companies. and critically analysing (Hambrick and Fukutomi, potential projects, and (ii) the attempt to lobby the stakeholders beyond resources that these companies (Hermalin&Weisbach, 1998). In delineate the causal effect of business strategies and plans 1991). By increasing use of various financial government to establish suppliers and competitors. lack or prizes. From the detailed the Asian context (Garg, 2007) Board of Directors composition Results and Discussion (Dimov and Shepherd, 2005). independent directors’ time instruments/options that are policies and regulations that These independent directors, content analysis of independent found that board size and board and firm performance. Even Providing advice and counsel within the organization, they available to these companies. are favorable to their by providing nonbusiness directors’ biographies eight independence are oppositely amongst the available literature From the detailed content to the board is seen as one of feel more obligations to the Furthermore, in times of respective businesses, perspectives on company’s distinctive resource provision related with the firm’s no empirical work is done with analysis of independent directors’ the most important company and use their economic uncertainty or independent directors with proposed actions and capability indicators were performance at lower board size. reference to the role of profiles in the sampled annual independent directors’ networks and channels in a crises when there is stiff strong legal backgrounds strategies, keep the company identified. These disclosed From the research it was found independent directors in reports, the study has identified activities that fall under their more merciful manner. competition for limited play a critical role in away from threats and indicators reflect certain that the optimum proportion of enhancing or otherwise for the eight distinctive resources that resource provision function capital and/or when the companies that are operating implementing misguided resources that independent independent directors was found shareholders wealth. this select group of individuals (Baysinger and Butler, 1985; 4: Titles: The fourth type of company is not performing in the wider business and strategies which may conflict directors can provide to their ntroduction The incorporation of corporate and Exchange Commission is out to be between 50 to 60 per brings to the companies that they Hillman, Nicholson, and prized resource is well, then banks and financial political institutional with the interests of company and are categorized into governance codes in the Asian mainly responsible for issuing cent of the total board size. Methodology serve. Shropshire, 2008; Pfeffer and formal/conferred titles with institutions will be in a environment (Agrawal and community groups and (i) education, (ii) business and law The main function of the economies happened in different Corporate Governance Guidelines Salancik, 1978). Moreover, all the accompanying relatively stronger bargaining Knoeber, 2001). movements (Hillman et al., education, (iii) experience, (iv) director in a company’s Board phases and it took prominent activities for the listed companies In the Asian context, various In order to identify the various The summary of the ten companies by appointing benefits that can be derived position with respect to these 2000). Indeed, community titles (iv) independent directors of of Directors (BOD) is to protect position in the global corporate in Bangladesh. The corporate studies (Rajagopalan& Zhang, types/categories of resources resources are given below; independent directors with from these. Indeed, the companies. In response, 7: Financial experts: The leaders are appointed on the banks, (vi) lawyers, (vii) the interest of the shareholder world. In Korea, post Asian environment in Bangladesh is 2008); (Chowdhury, 2010) were provided by independent education in business and law perception of power and these companies would content analysis exercises company’s board to represent accountants, and (viii) community and monitor the managers so that financial crisis, there were mainly concentrated with family conducted to understand the directors of family-controlled, 1: Level of Education: The by offering legitimacy to the prestige stemming from the presumably appoint bankers uncovered yet another type of the interests of local leaders. The main limitation of this they implement the projects to demands from the International oriented businesses and effective composition of shareholders on publicly-listed companies, a detailed content analysis company facilitate attracting acquisition and/or use of onto the board to reduce valuable resource, that of community, workers, study is stems from using only the maximize the benefits of the Monetary Fund and the corporate governance is basically the monitoring role of the board comprehensive review of uncovered formal education other resource providers such official/conferred titles by uncertainties in raising specific expertise in consumer interests, etc. disclosed information in shareholders’ activists for absent in Bangladesh. shareholders’ wealth. To fulfill the and a common observation is that disclosures relating to them (i.e. as a key type of resource as investors, suppliers, independent directors serves financial capital (Mizruchi accounting and finance, companies’ annual reports rather corporate reforms resulting in the objective of the Board of Directors large investors have more power director biographies) in the provided by independent bankers, etc. (Withers, to lend companies that they 1988). Indeed, Pfeffer which presumably enhances Conclusion than a more comprehensive requirement of minimum of 25% Literature Review the composition of the board is to monitor the board rather than annual reports of some selected directors. This is consistent Hillman, and Cannella, 2012). are linked to with an aura of (1972a) showed that as larger the effectiveness of search for information relating to of outside directors in the extremely important so that the small number of investors. On the companies was conducted using with established governance legitimacy (D'Aveni, 1990; companies have higher need independent directors in Even though companies appoint independent directors from all company’s board (Choi, Park, The role of independent director for financial capital, they publicly available sources. More board can perform the other hand (Patibandla, 2005) content analysis. These samples literature where independent 3: Relevant Experience: The Finkelstein, 1992). Thus, it is carrying out their board independent directors onto their &Yoo, 2006). Emerging Asian has been to provide expertise in third primary resource that is expected that boards with increase their board size by advisory role. While financial importantly, the index developed responsibilities independently found that the government are big enough to represent the directors with higher respective boards as this is a economies such as India and his own field and enhance a common characteristic of independent directors with appointing representatives experts and accountants are requirement of corporate by this study can be used in future and fairly. According to (Brown controled listed firms are less population at 95% confidence education level have higher China opened up to the world reputation of the firm. But with independent directors across higher titles have higher from financial institutions. an important source of advice governance codes/guidelines and quantitative research as a &Caylor, 2004) the Board of efficient in its monitoring role. level (Krejcie and Morgan, 1970). prestige and more powerful Directors failed to carry out increasing scandals and all sampled companies is prestige and this is intensified on financial communication stock market listing regulations; construct to explore the overall Rashid et.al. (2004) claimed that A list of distinctive resources friends and they can connect their duties towards the acts, shareholders have directors’ relevant by high power distance 6: Lawyers: The next significant strategy for CEOs and top the actual choice of who they resource provision capability of independent directors have provided by independent the company to more external shareholders because of begun to take active experience. According to the culture (Finkelstein, 1992; finding is that legal expertise management team, their select is largely based around independent directors in order to insignificant role in the corporate directors was identified from all powers within the society that the weak legal interest in company's extant literature, board Jogulu, 2010; Kennedy, is regarded as a valuable presence on the board would these directors’ resource examine its impact on companies’ governance of Bangladesh. But disclosures that relate specifically they work (Finkelstein, 1992). requirements for corporate policies (Treadwell, 2006), there were certain limitations in members’ capability to serve 2002). independent director trait. also facilitate access to new provision capabilities. performance and success. to them. In addition, where In addition, prestige of disclosure, entrenchment board composition and their finding, for example; the directors lends legitimacy to on the board is influenced by Lawyers are an important equity and debt financing by Furthermore, such a tendency is Moreover, future studies can be possible, each identified theme of the board by the director’s appointment. The time period under consideration their company (D'Aveni, their knowledge which is a 5: Independent Directors of source of advice on legal reassuring potential investors exhibited more strongly in conducted to identify the was linked back to established managers, promoter shareholders expect the did not reflect the general 1990). Their academic result of their working Banks: The analysis of annual rights and regulations and and/or creditors (Francis, family-controlled families. Hence, preferences of family-controlled corporate governance literature holding major share by Board of Directors as a economic conditions of knowledge, expertise and experience (Kamardin and report disclosures also found improved companies’ Hasan, and Qiang, 2012; independent directors are prized companies in terms of their in order to better understand their cross holding and restricting the economy with reforms toward whole should be more demanding Bangladesh. The effect of board skills also enable them to Haron, 2011). Independent that independent directors prestige and legitimacy in the Hillman et al., 2000). not because of their supposed independent directors’ resource importance when interpreted board in it functionalities etc. In privatization. China started the and proactive in company’s independence and CEO duality on provide appropriate advice to directors with higher who are bankers and/or institutional environment monitoring role but because of provision capability. Furthermore, from the resource dependence the present context, there are reforms in late 1970s and India policies. Thus, it requires the firm’s performance in Malaysian the board on strategy experience have more possess banking-related (Hillman et al., 2000). More 8: Community Leaders their ability to facilitate access to qualitative research through significant evidences that related started in early 1990s. independent directors to be context was documented perspective. Each resource is planning and knowledge about the experience/expertise are specifically, lawyers are (Academic, Social, NGOs, valuable external resources such interviewing directors and toboard structure with the firm Privatization leads to diversified diligent, flexible (Bhagat & Black, (Abdullah, 2004) but the result assumed to form a component of implementation. operation and strategies of regarded as an important important to help companies etc.): These types of as government contracts, managers is worthwhile to gather performance and it was found ownership structure of the 1999) and willing to devote more was inconclusive it was a particular director’s overall the company as well as its resource to the sampled to understand their legal independent directors bring networks, projects, licenses, an in-depth understanding of that companies with strong and company that led to emergence time on a regular basis for the documented that neither board resource provision capability. 2: Business and Law needed resources. The reason companies, presumably to rights and duties as well as to their respective companies loans, specialized skills and companies’ attitude towards independent board, with better of the concept of corporate companies affairs and assume independence nor firm’s structure Indeed, by using content analysis, Education: Besides overall for the importance of this facilitate access to scarce guidance to comply with is benefits, links and also expertise, etc. In fact, this independent directors’ roles in corporate disclosure provide more governance in these countries. greater responsibilities. From the affects performance. this research identifies formal education, this study relevant experience is that capital. When the general existing/new regulations. legitimacy derived from them resource dependence perspective developing countries and more opportunities for growth and previous studies we have seen independent directors’ resource found that companies regard independent board members’ economic conditions are With their extensive being community leaders (i.e. is especially applicable in specifically scrutinize appointment stability, thereby adding value to Corporate governance in that there has been a huge The survey of the existing provision capability indicators education that is specific to tenure is considered as a favorable and when capital is experiences of dealing with academic, social, etc.). economies where there is strong criteria of independent directors the shareholders’ wealth Bangladesh has gained its debate on the board literature depicts that the role and disclosed in their biographies areas within business and law proxy for their task plentiful and cheap, government as counterparty Companies by appointing relationship-based business in family- controlled companies. (Prasanna, 2006). Therefore, it significance since the early 1990s. characteristics like composition, composition of independent published in companies’ annual as a highly prized commodity. knowledge, experience, independent directors with a in administrative or legal independent directors with culture and extensive political was found that in order to improve Bangladesh followed an open duality etc. on the firms directors varies across economies. reports. Thus, these indicators It is expected that directors information diversity, power, banking background could proceedings, they offer this social connections endeavor involvement in business. In the functioning of the BOD, the market policy due to the small performance. There is no As the concept of corporate form a resource provision with formal education in and task interest which play a provide valuable input (i.e. sort of distinctive political to endear themselves to family-controlled companies, board composition should be size and lack of adequate natural conclusive evidence has been governance is fairly new in capability disclosure which business and law provide critical role in their decision advice and counsel) in (i) acumen to the board these powerful groups in the independent directors are chosen professional and independent. resources. BangladeshSecurities arrived at the relationship emerging economies like India reflects resources that advice and consultation on making procedure and affects assessing the financial (Agrawal and Knoeber, 2001). community and provide on a basis that of the

46 January - March 2017 « ARTICLE

between the board composition and Bangladesh, there is not independent directors can company operation issues the company performance viability and feasibility of As large companies often communication with other securing/provision of specific and firm performance much literature available to provide to their companies. and critically analysing (Hambrick and Fukutomi, potential projects, and (ii) the attempt to lobby the stakeholders beyond resources that these companies (Hermalin&Weisbach, 1998). In delineate the causal effect of business strategies and plans 1991). By increasing use of various financial government to establish suppliers and competitors. lack or prizes. From the detailed the Asian context (Garg, 2007) Board of Directors composition Results and Discussion (Dimov and Shepherd, 2005). independent directors’ time instruments/options that are policies and regulations that These independent directors, content analysis of independent found that board size and board and firm performance. Even Providing advice and counsel within the organization, they available to these companies. are favorable to their by providing nonbusiness directors’ biographies eight independence are oppositely amongst the available literature From the detailed content to the board is seen as one of feel more obligations to the Furthermore, in times of respective businesses, perspectives on company’s distinctive resource provision related with the firm’s no empirical work is done with analysis of independent directors’ the most important company and use their economic uncertainty or independent directors with proposed actions and capability indicators were performance at lower board size. reference to the role of profiles in the sampled annual independent directors’ networks and channels in a crises when there is stiff strong legal backgrounds strategies, keep the company identified. These disclosed From the research it was found independent directors in reports, the study has identified activities that fall under their more merciful manner. competition for limited play a critical role in away from threats and indicators reflect certain that the optimum proportion of enhancing or otherwise for the eight distinctive resources that resource provision function capital and/or when the companies that are operating implementing misguided resources that independent independent directors was found shareholders wealth. this select group of individuals (Baysinger and Butler, 1985; 4: Titles: The fourth type of company is not performing in the wider business and strategies which may conflict directors can provide to their ntroduction The incorporation of corporate and Exchange Commission is out to be between 50 to 60 per brings to the companies that they Hillman, Nicholson, and prized resource is well, then banks and financial political institutional with the interests of company and are categorized into governance codes in the Asian mainly responsible for issuing cent of the total board size. Methodology serve. Shropshire, 2008; Pfeffer and formal/conferred titles with institutions will be in a environment (Agrawal and community groups and (i) education, (ii) business and law The main function of the economies happened in different Corporate Governance Guidelines Salancik, 1978). Moreover, all the accompanying relatively stronger bargaining Knoeber, 2001). movements (Hillman et al., education, (iii) experience, (iv) director in a company’s Board phases and it took prominent activities for the listed companies In the Asian context, various In order to identify the various The summary of the ten companies by appointing benefits that can be derived position with respect to these 2000). Indeed, community titles (iv) independent directors of of Directors (BOD) is to protect position in the global corporate in Bangladesh. The corporate studies (Rajagopalan& Zhang, types/categories of resources resources are given below; independent directors with from these. Indeed, the companies. In response, 7: Financial experts: The leaders are appointed on the banks, (vi) lawyers, (vii) the interest of the shareholder world. In Korea, post Asian environment in Bangladesh is 2008); (Chowdhury, 2010) were provided by independent education in business and law perception of power and these companies would content analysis exercises company’s board to represent accountants, and (viii) community and monitor the managers so that financial crisis, there were mainly concentrated with family conducted to understand the directors of family-controlled, 1: Level of Education: The by offering legitimacy to the prestige stemming from the presumably appoint bankers uncovered yet another type of the interests of local leaders. The main limitation of this they implement the projects to demands from the International oriented businesses and effective composition of shareholders on publicly-listed companies, a detailed content analysis company facilitate attracting acquisition and/or use of onto the board to reduce valuable resource, that of community, workers, study is stems from using only the maximize the benefits of the Monetary Fund and the corporate governance is basically the monitoring role of the board comprehensive review of uncovered formal education other resource providers such official/conferred titles by uncertainties in raising specific expertise in consumer interests, etc. disclosed information in shareholders’ activists for absent in Bangladesh. shareholders’ wealth. To fulfill the and a common observation is that disclosures relating to them (i.e. as a key type of resource as investors, suppliers, independent directors serves financial capital (Mizruchi accounting and finance, companies’ annual reports rather corporate reforms resulting in the objective of the Board of Directors large investors have more power director biographies) in the provided by independent bankers, etc. (Withers, to lend companies that they 1988). Indeed, Pfeffer which presumably enhances Conclusion than a more comprehensive requirement of minimum of 25% Literature Review the composition of the board is to monitor the board rather than annual reports of some selected directors. This is consistent Hillman, and Cannella, 2012). are linked to with an aura of (1972a) showed that as larger the effectiveness of search for information relating to of outside directors in the extremely important so that the small number of investors. On the companies was conducted using with established governance legitimacy (D'Aveni, 1990; companies have higher need independent directors in Even though companies appoint independent directors from all company’s board (Choi, Park, The role of independent director for financial capital, they publicly available sources. More board can perform the other hand (Patibandla, 2005) content analysis. These samples literature where independent 3: Relevant Experience: The Finkelstein, 1992). Thus, it is carrying out their board independent directors onto their &Yoo, 2006). Emerging Asian has been to provide expertise in third primary resource that is expected that boards with increase their board size by advisory role. While financial importantly, the index developed responsibilities independently found that the government are big enough to represent the directors with higher respective boards as this is a economies such as India and his own field and enhance a common characteristic of independent directors with appointing representatives experts and accountants are requirement of corporate by this study can be used in future and fairly. According to (Brown controled listed firms are less population at 95% confidence education level have higher China opened up to the world reputation of the firm. But with independent directors across higher titles have higher from financial institutions. an important source of advice governance codes/guidelines and quantitative research as a &Caylor, 2004) the Board of efficient in its monitoring role. level (Krejcie and Morgan, 1970). prestige and more powerful Directors failed to carry out increasing scandals and all sampled companies is prestige and this is intensified on financial communication stock market listing regulations; construct to explore the overall Rashid et.al. (2004) claimed that A list of distinctive resources friends and they can connect their duties towards the acts, shareholders have directors’ relevant by high power distance 6: Lawyers: The next significant strategy for CEOs and top the actual choice of who they resource provision capability of independent directors have provided by independent the company to more external shareholders because of begun to take active experience. According to the culture (Finkelstein, 1992; finding is that legal expertise management team, their select is largely based around independent directors in order to insignificant role in the corporate directors was identified from all powers within the society that the weak legal interest in company's extant literature, board Jogulu, 2010; Kennedy, is regarded as a valuable presence on the board would these directors’ resource examine its impact on companies’ governance of Bangladesh. But disclosures that relate specifically they work (Finkelstein, 1992). requirements for corporate policies (Treadwell, 2006), there were certain limitations in members’ capability to serve 2002). independent director trait. also facilitate access to new provision capabilities. performance and success. to them. In addition, where In addition, prestige of disclosure, entrenchment board composition and their finding, for example; the directors lends legitimacy to on the board is influenced by Lawyers are an important equity and debt financing by Furthermore, such a tendency is Moreover, future studies can be possible, each identified theme of the board by the director’s appointment. The time period under consideration their company (D'Aveni, their knowledge which is a 5: Independent Directors of source of advice on legal reassuring potential investors exhibited more strongly in conducted to identify the was linked back to established managers, promoter shareholders expect the did not reflect the general 1990). Their academic result of their working Banks: The analysis of annual rights and regulations and and/or creditors (Francis, family-controlled families. Hence, preferences of family-controlled corporate governance literature holding major share by Board of Directors as a economic conditions of knowledge, expertise and experience (Kamardin and report disclosures also found improved companies’ Hasan, and Qiang, 2012; independent directors are prized companies in terms of their in order to better understand their cross holding and restricting the economy with reforms toward whole should be more demanding Bangladesh. The effect of board skills also enable them to Haron, 2011). Independent that independent directors prestige and legitimacy in the Hillman et al., 2000). not because of their supposed independent directors’ resource importance when interpreted board in it functionalities etc. In privatization. China started the and proactive in company’s independence and CEO duality on provide appropriate advice to directors with higher who are bankers and/or institutional environment monitoring role but because of provision capability. Furthermore, from the resource dependence the present context, there are reforms in late 1970s and India policies. Thus, it requires the firm’s performance in Malaysian the board on strategy experience have more possess banking-related (Hillman et al., 2000). More 8: Community Leaders their ability to facilitate access to qualitative research through significant evidences that related started in early 1990s. independent directors to be context was documented perspective. Each resource is planning and knowledge about the experience/expertise are specifically, lawyers are (Academic, Social, NGOs, valuable external resources such interviewing directors and toboard structure with the firm Privatization leads to diversified diligent, flexible (Bhagat & Black, (Abdullah, 2004) but the result assumed to form a component of implementation. operation and strategies of regarded as an important important to help companies etc.): These types of as government contracts, managers is worthwhile to gather performance and it was found ownership structure of the 1999) and willing to devote more was inconclusive it was a particular director’s overall the company as well as its resource to the sampled to understand their legal independent directors bring networks, projects, licenses, an in-depth understanding of that companies with strong and company that led to emergence time on a regular basis for the documented that neither board resource provision capability. 2: Business and Law needed resources. The reason companies, presumably to rights and duties as well as to their respective companies loans, specialized skills and companies’ attitude towards independent board, with better of the concept of corporate companies affairs and assume independence nor firm’s structure Indeed, by using content analysis, Education: Besides overall for the importance of this facilitate access to scarce guidance to comply with is benefits, links and also expertise, etc. In fact, this independent directors’ roles in corporate disclosure provide more governance in these countries. greater responsibilities. From the affects performance. this research identifies formal education, this study relevant experience is that capital. When the general existing/new regulations. legitimacy derived from them resource dependence perspective developing countries and more opportunities for growth and previous studies we have seen independent directors’ resource found that companies regard independent board members’ economic conditions are With their extensive being community leaders (i.e. is especially applicable in specifically scrutinize appointment stability, thereby adding value to Corporate governance in that there has been a huge The survey of the existing provision capability indicators education that is specific to tenure is considered as a favorable and when capital is experiences of dealing with academic, social, etc.). economies where there is strong criteria of independent directors the shareholders’ wealth Bangladesh has gained its debate on the board literature depicts that the role and disclosed in their biographies areas within business and law proxy for their task plentiful and cheap, government as counterparty Companies by appointing relationship-based business in family- controlled companies. (Prasanna, 2006). Therefore, it significance since the early 1990s. characteristics like composition, composition of independent published in companies’ annual as a highly prized commodity. knowledge, experience, independent directors with a in administrative or legal independent directors with culture and extensive political was found that in order to improve Bangladesh followed an open duality etc. on the firms directors varies across economies. reports. Thus, these indicators It is expected that directors information diversity, power, banking background could proceedings, they offer this social connections endeavor involvement in business. In the functioning of the BOD, the market policy due to the small performance. There is no As the concept of corporate form a resource provision with formal education in and task interest which play a provide valuable input (i.e. sort of distinctive political to endear themselves to family-controlled companies, board composition should be size and lack of adequate natural conclusive evidence has been governance is fairly new in capability disclosure which business and law provide critical role in their decision advice and counsel) in (i) acumen to the board these powerful groups in the independent directors are chosen professional and independent. resources. BangladeshSecurities arrived at the relationship emerging economies like India reflects resources that advice and consultation on making procedure and affects assessing the financial (Agrawal and Knoeber, 2001). community and provide on a basis that of the

January - March 2017 47 « ARTICLE

between the board composition and Bangladesh, there is not independent directors can company operation issues the company performance viability and feasibility of As large companies often communication with other securing/provision of specific and firm performance much literature available to provide to their companies. and critically analysing (Hambrick and Fukutomi, potential projects, and (ii) the attempt to lobby the stakeholders beyond resources that these companies (Hermalin&Weisbach, 1998). In delineate the causal effect of business strategies and plans 1991). By increasing use of various financial government to establish suppliers and competitors. lack or prizes. From the detailed the Asian context (Garg, 2007) Board of Directors composition Results and Discussion (Dimov and Shepherd, 2005). independent directors’ time instruments/options that are policies and regulations that These independent directors, content analysis of independent found that board size and board and firm performance. Even Providing advice and counsel within the organization, they available to these companies. are favorable to their by providing nonbusiness directors’ biographies eight independence are oppositely amongst the available literature From the detailed content to the board is seen as one of feel more obligations to the Furthermore, in times of respective businesses, perspectives on company’s distinctive resource provision related with the firm’s no empirical work is done with analysis of independent directors’ the most important company and use their economic uncertainty or independent directors with proposed actions and capability indicators were performance at lower board size. reference to the role of profiles in the sampled annual independent directors’ networks and channels in a crises when there is stiff strong legal backgrounds strategies, keep the company identified. These disclosed From the research it was found independent directors in reports, the study has identified activities that fall under their more merciful manner. competition for limited play a critical role in away from threats and indicators reflect certain that the optimum proportion of enhancing or otherwise for the eight distinctive resources that resource provision function capital and/or when the companies that are operating implementing misguided resources that independent independent directors was found shareholders wealth. this select group of individuals (Baysinger and Butler, 1985; 4: Titles: The fourth type of company is not performing in the wider business and strategies which may conflict directors can provide to their ntroduction The incorporation of corporate and Exchange Commission is out to be between 50 to 60 per brings to the companies that they Hillman, Nicholson, and prized resource is well, then banks and financial political institutional with the interests of company and are categorized into governance codes in the Asian mainly responsible for issuing cent of the total board size. Methodology serve. Shropshire, 2008; Pfeffer and formal/conferred titles with institutions will be in a environment (Agrawal and community groups and (i) education, (ii) business and law The main function of the economies happened in different Corporate Governance Guidelines Salancik, 1978). Moreover, all the accompanying relatively stronger bargaining Knoeber, 2001). movements (Hillman et al., education, (iii) experience, (iv) director in a company’s Board phases and it took prominent activities for the listed companies In the Asian context, various In order to identify the various The summary of the ten companies by appointing benefits that can be derived position with respect to these 2000). Indeed, community titles (iv) independent directors of of Directors (BOD) is to protect position in the global corporate in Bangladesh. The corporate studies (Rajagopalan& Zhang, types/categories of resources resources are given below; independent directors with from these. Indeed, the companies. In response, 7: Financial experts: The leaders are appointed on the banks, (vi) lawyers, (vii) the interest of the shareholder world. In Korea, post Asian environment in Bangladesh is 2008); (Chowdhury, 2010) were provided by independent education in business and law perception of power and these companies would content analysis exercises company’s board to represent accountants, and (viii) community and monitor the managers so that financial crisis, there were mainly concentrated with family conducted to understand the directors of family-controlled, 1: Level of Education: The by offering legitimacy to the prestige stemming from the presumably appoint bankers uncovered yet another type of the interests of local leaders. The main limitation of this they implement the projects to demands from the International oriented businesses and effective composition of shareholders on publicly-listed companies, a detailed content analysis company facilitate attracting acquisition and/or use of onto the board to reduce valuable resource, that of community, workers, study is stems from using only the maximize the benefits of the Monetary Fund and the corporate governance is basically the monitoring role of the board comprehensive review of uncovered formal education other resource providers such official/conferred titles by uncertainties in raising specific expertise in consumer interests, etc. disclosed information in shareholders’ activists for absent in Bangladesh. shareholders’ wealth. To fulfill the and a common observation is that disclosures relating to them (i.e. as a key type of resource as investors, suppliers, independent directors serves financial capital (Mizruchi accounting and finance, companies’ annual reports rather corporate reforms resulting in the objective of the Board of Directors large investors have more power director biographies) in the provided by independent bankers, etc. (Withers, to lend companies that they 1988). Indeed, Pfeffer which presumably enhances Conclusion than a more comprehensive requirement of minimum of 25% Literature Review the composition of the board is to monitor the board rather than annual reports of some selected directors. This is consistent Hillman, and Cannella, 2012). are linked to with an aura of (1972a) showed that as larger the effectiveness of search for information relating to of outside directors in the extremely important so that the small number of investors. On the companies was conducted using with established governance legitimacy (D'Aveni, 1990; companies have higher need independent directors in Even though companies appoint independent directors from all company’s board (Choi, Park, The role of independent director for financial capital, they publicly available sources. More board can perform the other hand (Patibandla, 2005) content analysis. These samples literature where independent 3: Relevant Experience: The Finkelstein, 1992). Thus, it is carrying out their board independent directors onto their &Yoo, 2006). Emerging Asian has been to provide expertise in third primary resource that is expected that boards with increase their board size by advisory role. While financial importantly, the index developed responsibilities independently found that the government are big enough to represent the directors with higher respective boards as this is a economies such as India and his own field and enhance a common characteristic of independent directors with appointing representatives experts and accountants are requirement of corporate by this study can be used in future and fairly. According to (Brown controled listed firms are less population at 95% confidence education level have higher China opened up to the world reputation of the firm. But with independent directors across higher titles have higher from financial institutions. an important source of advice governance codes/guidelines and quantitative research as a &Caylor, 2004) the Board of efficient in its monitoring role. level (Krejcie and Morgan, 1970). prestige and more powerful Directors failed to carry out increasing scandals and all sampled companies is prestige and this is intensified on financial communication stock market listing regulations; construct to explore the overall Rashid et.al. (2004) claimed that A list of distinctive resources friends and they can connect their duties towards the acts, shareholders have directors’ relevant by high power distance 6: Lawyers: The next significant strategy for CEOs and top the actual choice of who they resource provision capability of independent directors have provided by independent the company to more external shareholders because of begun to take active experience. According to the culture (Finkelstein, 1992; finding is that legal expertise management team, their select is largely based around independent directors in order to insignificant role in the corporate directors was identified from all powers within the society that the weak legal interest in company's extant literature, board Jogulu, 2010; Kennedy, is regarded as a valuable presence on the board would these directors’ resource examine its impact on companies’ governance of Bangladesh. But disclosures that relate specifically they work (Finkelstein, 1992). requirements for corporate policies (Treadwell, 2006), there were certain limitations in members’ capability to serve 2002). independent director trait. also facilitate access to new provision capabilities. performance and success. to them. In addition, where In addition, prestige of disclosure, entrenchment board composition and their finding, for example; the directors lends legitimacy to on the board is influenced by Lawyers are an important equity and debt financing by Furthermore, such a tendency is Moreover, future studies can be possible, each identified theme of the board by the director’s appointment. The time period under consideration their company (D'Aveni, their knowledge which is a 5: Independent Directors of source of advice on legal reassuring potential investors exhibited more strongly in conducted to identify the was linked back to established managers, promoter shareholders expect the did not reflect the general 1990). Their academic result of their working Banks: The analysis of annual rights and regulations and and/or creditors (Francis, family-controlled families. Hence, preferences of family-controlled corporate governance literature holding major share by Board of Directors as a economic conditions of knowledge, expertise and experience (Kamardin and report disclosures also found improved companies’ Hasan, and Qiang, 2012; independent directors are prized companies in terms of their in order to better understand their cross holding and restricting the economy with reforms toward whole should be more demanding Bangladesh. The effect of board skills also enable them to Haron, 2011). Independent that independent directors prestige and legitimacy in the Hillman et al., 2000). not because of their supposed independent directors’ resource importance when interpreted board in it functionalities etc. In privatization. China started the and proactive in company’s independence and CEO duality on provide appropriate advice to directors with higher who are bankers and/or institutional environment monitoring role but because of provision capability. Furthermore, from the resource dependence the present context, there are reforms in late 1970s and India policies. Thus, it requires the firm’s performance in Malaysian the board on strategy experience have more possess banking-related (Hillman et al., 2000). More 8: Community Leaders their ability to facilitate access to qualitative research through significant evidences that related started in early 1990s. independent directors to be context was documented perspective. Each resource is planning and knowledge about the experience/expertise are specifically, lawyers are (Academic, Social, NGOs, valuable external resources such interviewing directors and toboard structure with the firm Privatization leads to diversified diligent, flexible (Bhagat & Black, (Abdullah, 2004) but the result assumed to form a component of implementation. operation and strategies of regarded as an important important to help companies etc.): These types of as government contracts, managers is worthwhile to gather performance and it was found ownership structure of the 1999) and willing to devote more was inconclusive it was a particular director’s overall the company as well as its resource to the sampled to understand their legal independent directors bring networks, projects, licenses, an in-depth understanding of that companies with strong and company that led to emergence time on a regular basis for the documented that neither board resource provision capability. 2: Business and Law needed resources. The reason companies, presumably to rights and duties as well as to their respective companies loans, specialized skills and companies’ attitude towards independent board, with better of the concept of corporate companies affairs and assume independence nor firm’s structure Indeed, by using content analysis, Education: Besides overall for the importance of this facilitate access to scarce guidance to comply with is benefits, links and also expertise, etc. In fact, this independent directors’ roles in corporate disclosure provide more governance in these countries. greater responsibilities. From the affects performance. this research identifies formal education, this study relevant experience is that capital. When the general existing/new regulations. legitimacy derived from them resource dependence perspective developing countries and more opportunities for growth and previous studies we have seen independent directors’ resource found that companies regard independent board members’ economic conditions are With their extensive being community leaders (i.e. is especially applicable in specifically scrutinize appointment stability, thereby adding value to Corporate governance in that there has been a huge The survey of the existing provision capability indicators education that is specific to tenure is considered as a favorable and when capital is experiences of dealing with academic, social, etc.). economies where there is strong criteria of independent directors the shareholders’ wealth Bangladesh has gained its debate on the board literature depicts that the role and disclosed in their biographies areas within business and law proxy for their task plentiful and cheap, government as counterparty Companies by appointing relationship-based business in family- controlled companies. (Prasanna, 2006). Therefore, it significance since the early 1990s. characteristics like composition, composition of independent published in companies’ annual as a highly prized commodity. knowledge, experience, independent directors with a in administrative or legal independent directors with culture and extensive political Bangladesh followed an open duality etc. on the firms directors varies across economies. reports. Thus, these indicators was found that in order to improve It is expected that directors information diversity, power, banking background could proceedings, they offer this social connections endeavor involvement in business. In » About the Author the functioning of the BOD, the market policy due to the small performance. There is no As the concept of corporate form a resource provision with formal education in and task interest which play a provide valuable input (i.e. sort of distinctive political to endear themselves to family-controlled companies, board composition should be size and lack of adequate natural conclusive evidence has been governance is fairly new in capability disclosure which business and law provide critical role in their decision advice and counsel) in (i) acumen to the board these powerful groups in the independent directors are chosen Coordinator, School of Business professional and independent. resources. BangladeshSecurities arrived at the relationship emerging economies like India reflects resources that advice and consultation on making procedure and affects assessing the financial (Agrawal and Knoeber, 2001). community and provide on a basis that of the Studies, Southeast University

48 January - March 2017 « ARTICLE

The Code of Corporate and economic motivation for scenario of Corporate Governance  The Guidelines of Bangladesh the Corporate Governance of or never intervene in the decision INDEPENDENT DIRECTOR Governance 2012 defines an stakeholders to encourage & Independent Director of Securities and Exchange the Company. making process of the board “independent” director to be: and enforce corporate Bangladesh is not fruitful yet. I Commission & other independently as there is almost -BANGLADESH PERSPECTIVE governance practices. have observed the following Controlling Body have not  Independent Directors absence the fair corporate a. one who has no relationship negative aspect on the adopted & implemented fully should not interfere in the culture, independent working & effectively. day to day work. environment in our country. But, it - Md. Anisur Rahman with the company, its related • Poor bankruptcy laws, no Independent Director in our corporations, its 10% push from the international country- is a matter of hopeful that day by shareholders or its officers; investor community, limited  Political consideration &  Standard of the accounting day, the situation is improving. ackground empirical evidence leans towards independently. A good way to or no disclosure regarding  Most of the Bangladeshi Nepotism has been given procedure of Bangladesh The Regulatory Body is playing a indicating that there is no obvious identify and appoint an b. that could interfere (or be related party transactions, companies have preferences for the should be properly done & vital role through implementation B In the first half of the benefit to including independent Independent Director is to involve reasonably perceived to weak regulatory system, concentrated ownership appointment of Independent Auditing standard of the of the effective rules in order to twentieth century, a directors on boards. It also a nominations committee of the interfere); general meeting scenario, structure with family Director in most of the cases. country should be fair and ensure the proper corporate managerialist model of corporate suggests that too much board, or involve the entire board. lack of shareholder active orientation. The board of without prejudice. culture of the company’s Board governance dominated in the US. independence may be a bad This will ensure that prejudice and c. with the exercise of the participations are some of the directors, dominated by Recommendations function in Bangladesh so that  Inside directors, chosen and thing. Future developments will proximity to management, or a director’s independent individual constituents. sponsor shareholders often Restructuring of Controlling Independent Directors may controlled by the CEO, dominated probably bring a more flexible and majority shareholder, do not business judgement; and from the same family, The following steps may be taken Body like BSEC is required, if perform their role, duties corporate boards. The concept of competence oriented board influence the selection of • Majority Independent control decision making place to overcome the negative needed. independently to safeguard the the independent director and the composed of a mix of directors Independent Director. d. with a view to the best Directors have been process and annual general aspects of Independent Director & interest of the minority  There must be a proper related model of the “monitoring with ex post and ex ante interests of the company. appointed from the political meetings (AGMs) are mostly Corporate Governance in our stakeholders. The objective of i) The independent director(s) Coordination among the board” only appeared in the monitoring functions. points of view. ineffective. The board is country- practicing good governance is to shall be appointed by the initiatives of govt., regulatory 1970s. Two watershed events Corporate Governance Scenario often enthusiastically help the corporation as well as the In Bangladesh, the concept of board of directors and  Political biasness & Nepotism bodies, and institutions. sparked this dramatic change: in Bangladesh: Corporate • Lack of transparency, involved in management society and the nation. It Independent Director was broadly approved by the shareholders must be disregarded in case First, the sudden collapse of the governance practices in accountability and fairness and role of the Chief promotes a mechanism to use the developed and implemented in in the Annual General of the appointment of  Each organization should major railway company Penn Bangladesh are quite absent in creates real problem. Executive Officer (CEO) is capital market to enhance the the very beginning of 2000 to Meeting (AGM). Independent Director. develop their own Code of Central in 1970; and, second, most companies and marginal. growth of the corporations and for Eisenberg’s influential book “The ensure the Corporate Governance organizations. In fact, Bangladesh • Even some listed companies Corporate Governance. this it is important that corporate ii) The post of independent  There must be a fair corporate Structure of the has lagged behind its neighbors in Securities and Exchange  Independent directors sector are educated to director(s) cannot culture & environment for the  Corporate governance laws Corporation,” published in A GOOD WAY TO IDENTIFY AND and the global economy in Commission of the country cannot act independently or understand the benefits from remain vacant for more Independent Director so that and regulations should be 1976. According to APPOINT AN INDEPENDENT corporate governance. doesn’t regularly hold annual play his role as an effective good corporate governance. than 90 (ninety) days. they can play his/her duties properly implemented Eisenberg, the board’s DIRECTOR IS TO INVOLVE A general meeting. Accounting advocate for minority independently. In this cases, &followed thoroughly. essential function was to NOMINATIONS COMMITTEE OF THE We find out the following reasons standard, norms and shareholders. Here He is just The concept “Independent iii) The Board shall lay down Related Rules & Regulations monitor the company’s BOARD, OR INVOLVE THE ENTIRE behind the absence of Corporate practices are still not sitting member of the Board. Director” is a welcome step for  Audit committee should work management by being BOARD. a code of conduct of all Governance in Bangladesh- international benchmark. to be strengthen more. corporate governance in Board members and independently. independent from it. By the  Lack of auditor Bangladesh. So, the Government annual compliance of  Government & Controlling end of the 1970s, after a • most companies are family • The existing arrangement in independence frequently & Regulatory Body should always the code to be recorded. Body should adopt the Conclusion prolonged, intense, and of a company. Independent oriented Bangladesh does not make gets in the way of be conscious to implement the international standards to sometimes vicious discussion, Director and corporate culture in accessible adequate legal, transparent financial proper guidelines of Corporate iv) The tenure of office of an formulate the applicable On the basis of above discussion business circles finally accepted Bangladesh is still in a state of • Moreover, motivation to institutional and economic disclosures. Governance to ensure and findings, it is concluded that the inevitability of a monitoring infancy. independent director shall be disclose information and inspiration for stakeholders Laws. Accountability & Transparency of for a period of 3 (three) years, Independent Director and board at least partly staffed with improve governance to persuade and implement  In many of the companies, the Company’s functions as a which may be extended for 1  Government &Regulatory corporate culture in Bangladesh is independent directors. Independent Director: practices by companies is felt corporate governance there is practically no whole. Independent director’s (one) term only. Body should be formulated still in a state of infancy. Overview in Bangladesh negatively. custom. accountability structure of concept is an essential part of the revised laws based on the real Independent directors are The empirical support for staffing Context the management to the Corporate Governance. Independent director & time circumstances. appointed in board by law to boards with independent • There is neither any value • Role of Bangladesh Bank, board or shareholders. In Corporate Governance - an protect the interest of the directors is dubious. The global Appointment of Independent judgment nor any Securities and Exchange absence of any structured interrelated part: Independent  Professional Ethics & Morale numerous small shareholders of financial crisis of 2008 added Director: consequences for corporate Commission is quoted below. government mechanism, director & Corporate Governance to be upgraded. the organization. Although most further doubts. The only definitive governance practices. there is no central authority to The process of identification and are fully associated with each financial institutions have statement that can be made • Lack of Professional Ethics. enforce even minimum appointment of an Independent other. The concept Independent  Government & Controlling independent directors following about the wide ranging empirical • The current system in practice of corporate Director itself provide hints about director is an part and parcel of Body might be strict to ensure the legal compliance, they rarely studies is that they are clearly Bangladesh does not provide Observation & Recommendations: governance. unclear. It does seem that the the likelihood of the person acting Corporate Governance. sufficient legal, institutional My study shows that the real

January - March 2017 49 « ARTICLE

The Code of Corporate and economic motivation for scenario of Corporate Governance  The Guidelines of Bangladesh the Corporate Governance of or never intervene in the decision Governance 2012 defines an stakeholders to encourage & Independent Director of Securities and Exchange the Company. making process of the board “independent” director to be: and enforce corporate Bangladesh is not fruitful yet. I Commission & other independently as there is almost governance practices. have observed the following Controlling Body have not  Independent Directors absence the fair corporate a. one who has no relationship negative aspect on the adopted & implemented fully should not interfere in the culture, independent working with the company, its related • Poor bankruptcy laws, no Independent Director in our & effectively. day to day work. environment in our country. But, it corporations, its 10% push from the international country- is a matter of hopeful that day by shareholders or its officers; investor community, limited  Political consideration &  Standard of the accounting day, the situation is improving. ackground empirical evidence leans towards independently. A good way to or no disclosure regarding  Most of the Bangladeshi Nepotism has been given procedure of Bangladesh The Regulatory Body is playing a indicating that there is no obvious identify and appoint an b. that could interfere (or be related party transactions, companies have preferences for the should be properly done & vital role through implementation In the first half of the benefit to including independent Independent Director is to involve reasonably perceived to weak regulatory system, concentrated ownership appointment of Independent Auditing standard of the of the effective rules in order to twentieth century, a directors on boards. It also a nominations committee of the interfere); general meeting scenario, structure with family Director in most of the cases. country should be fair and ensure the proper corporate managerialist model of corporate suggests that too much board, or involve the entire board. lack of shareholder active orientation. The board of without prejudice. culture of the company’s Board governance dominated in the US. independence may be a bad This will ensure that prejudice and c. with the exercise of the participations are some of the directors, dominated by Recommendations function in Bangladesh so that  Inside directors, chosen and thing. Future developments will proximity to management, or a director’s independent individual constituents. sponsor shareholders often Restructuring of Controlling Independent Directors may controlled by the CEO, dominated probably bring a more flexible and majority shareholder, do not business judgement; and from the same family, The following steps may be taken Body like BSEC is required, if perform their role, duties corporate boards. The concept of competence oriented board influence the selection of • Majority Independent control decision making place to overcome the negative needed. independently to safeguard the the independent director and the composed of a mix of directors Independent Director. d. with a view to the best Directors have been process and annual general aspects of Independent Director & interest of the minority  There must be a proper related model of the “monitoring with ex post and ex ante interests of the company. appointed from the political meetings (AGMs) are mostly Corporate Governance in our stakeholders. The objective of i) The independent director(s) Coordination among the board” only appeared in the monitoring functions. points of view. ineffective. The board is country- practicing good governance is to shall be appointed by the initiatives of govt., regulatory 1970s. Two watershed events Corporate Governance Scenario often enthusiastically help the corporation as well as the In Bangladesh, the concept of board of directors and  Political biasness & Nepotism bodies, and institutions. sparked this dramatic change: in Bangladesh: Corporate • Lack of transparency, involved in management society and the nation. It Independent Director was broadly approved by the shareholders must be disregarded in case First, the sudden collapse of the governance practices in accountability and fairness and role of the Chief promotes a mechanism to use the developed and implemented in in the Annual General of the appointment of  Each organization should major railway company Penn Bangladesh are quite absent in creates real problem. Executive Officer (CEO) is capital market to enhance the the very beginning of 2000 to Meeting (AGM). Independent Director. develop their own Code of Central in 1970; and, second, most companies and marginal. growth of the corporations and for Eisenberg’s influential book “The ensure the Corporate Governance organizations. In fact, Bangladesh • Even some listed companies Corporate Governance. this it is important that corporate ii) The post of independent  There must be a fair corporate Structure of the has lagged behind its neighbors in Securities and Exchange  Independent directors sector are educated to director(s) cannot culture & environment for the  Corporate governance laws Corporation,” published in and the global economy in Commission of the country cannot act independently or understand the benefits from remain vacant for more Independent Director so that and regulations should be 1976. According to corporate governance. doesn’t regularly hold annual play his role as an effective good corporate governance. than 90 (ninety) days. they can play his/her duties properly implemented Eisenberg, the board’s general meeting. Accounting advocate for minority independently. In this cases, &followed thoroughly. essential function was to We find out the following reasons standard, norms and shareholders. Here He is just The concept “Independent iii) The Board shall lay down Related Rules & Regulations monitor the company’s behind the absence of Corporate practices are still not sitting member of the Board. Director” is a welcome step for  Audit committee should work management by being a code of conduct of all Governance in Bangladesh- international benchmark. to be strengthen more. corporate governance in Board members and independently. independent from it. By the  Lack of auditor Bangladesh. So, the Government annual compliance of  Government & Controlling end of the 1970s, after a • most companies are family • The existing arrangement in independence frequently & Regulatory Body should always the code to be recorded. Body should adopt the Conclusion prolonged, intense, and of a company. Independent oriented Bangladesh does not make gets in the way of be conscious to implement the international standards to sometimes vicious discussion, Director and corporate culture in accessible adequate legal, transparent financial proper guidelines of Corporate iv) The tenure of office of an formulate the applicable On the basis of above discussion business circles finally accepted Bangladesh is still in a state of • Moreover, motivation to institutional and economic disclosures. Governance to ensure and findings, it is concluded that the inevitability of a monitoring infancy. independent director shall be disclose information and inspiration for stakeholders Laws. Accountability & Transparency of for a period of 3 (three) years, Independent Director and board at least partly staffed with improve governance to persuade and implement  In many of the companies, the Company’s functions as a which may be extended for 1  Government &Regulatory corporate culture in Bangladesh is independent directors. Independent Director: practices by companies is felt corporate governance there is practically no whole. Independent director’s (one) term only. Body should be formulated still in a state of infancy. Overview in Bangladesh negatively. custom. accountability structure of concept is an essential part of the revised laws based on the real Independent directors are The empirical support for staffing Context the management to the Corporate Governance. Independent director & time circumstances. appointed in board by law to boards with independent • There is neither any value • Role of Bangladesh Bank, board or shareholders. In Corporate Governance - an protect the interest of the directors is dubious. The global Appointment of Independent judgment nor any Securities and Exchange absence of any structured interrelated part: Independent  Professional Ethics & Morale numerous small shareholders of financial crisis of 2008 added Director: consequences for corporate Commission is quoted below. government mechanism, director & Corporate Governance to be upgraded. the organization. Although most further doubts. The only definitive governance practices. there is no central authority to The process of identification and are fully associated with each financial institutions have statement that can be made • Lack of Professional Ethics. enforce even minimum appointment of an Independent other. The concept Independent  Government & Controlling independent directors following about the wide ranging empirical • The current system in practice of corporate Director itself provide hints about director is an part and parcel of Body might be strict to ensure the legal compliance, they rarely studies is that they are clearly Bangladesh does not provide Observation & Recommendations: governance. unclear. It does seem that the the likelihood of the person acting Corporate Governance. sufficient legal, institutional My study shows that the real

50 January - March 2017 « ARTICLE

The Code of Corporate and economic motivation for scenario of Corporate Governance  The Guidelines of Bangladesh the Corporate Governance of or never intervene in the decision Governance 2012 defines an stakeholders to encourage & Independent Director of Securities and Exchange the Company. making process of the board “independent” director to be: and enforce corporate Bangladesh is not fruitful yet. I Commission & other independently as there is almost governance practices. have observed the following Controlling Body have not  Independent Directors absence the fair corporate a. one who has no relationship negative aspect on the adopted & implemented fully should not interfere in the culture, independent working with the company, its related • Poor bankruptcy laws, no Independent Director in our & effectively. day to day work. environment in our country. But, it corporations, its 10% push from the international country- is a matter of hopeful that day by shareholders or its officers; investor community, limited  Political consideration &  Standard of the accounting day, the situation is improving. ackground empirical evidence leans towards independently. A good way to or no disclosure regarding  Most of the Bangladeshi Nepotism has been given procedure of Bangladesh The Regulatory Body is playing a indicating that there is no obvious identify and appoint an b. that could interfere (or be related party transactions, companies have preferences for the should be properly done & vital role through implementation In the first half of the benefit to including independent Independent Director is to involve reasonably perceived to weak regulatory system, concentrated ownership appointment of Independent Auditing standard of the of the effective rules in order to twentieth century, a directors on boards. It also a nominations committee of the interfere); general meeting scenario, structure with family Director in most of the cases. country should be fair and ensure the proper corporate managerialist model of corporate suggests that too much board, or involve the entire board. lack of shareholder active orientation. The board of without prejudice. culture of the company’s Board governance dominated in the US. independence may be a bad This will ensure that prejudice and c. with the exercise of the participations are some of the directors, dominated by Recommendations function in Bangladesh so that  Inside directors, chosen and thing. Future developments will proximity to management, or a director’s independent individual constituents. sponsor shareholders often Restructuring of Controlling Independent Directors may controlled by the CEO, dominated probably bring a more flexible and majority shareholder, do not business judgement; and from the same family, The following steps may be taken Body like BSEC is required, if perform their role, duties corporate boards. The concept of competence oriented board influence the selection of • Majority Independent control decision making place to overcome the negative needed. independently to safeguard the the independent director and the composed of a mix of directors Independent Director. d. with a view to the best Directors have been process and annual general aspects of Independent Director & interest of the minority  There must be a proper related model of the “monitoring with ex post and ex ante interests of the company. appointed from the political meetings (AGMs) are mostly Corporate Governance in our stakeholders. The objective of i) The independent director(s) Coordination among the board” only appeared in the monitoring functions. points of view. ineffective. The board is country- practicing good governance is to shall be appointed by the initiatives of govt., regulatory 1970s. Two watershed events Corporate Governance Scenario often enthusiastically help the corporation as well as the In Bangladesh, the concept of board of directors and  Political biasness & Nepotism bodies, and institutions. sparked this dramatic change: in Bangladesh: Corporate • Lack of transparency, involved in management society and the nation. It Independent Director was broadly approved by the shareholders must be disregarded in case First, the sudden collapse of the governance practices in accountability and fairness and role of the Chief promotes a mechanism to use the developed and implemented in in the Annual General of the appointment of  Each organization should major railway company Penn Bangladesh are quite absent in creates real problem. Executive Officer (CEO) is capital market to enhance the the very beginning of 2000 to Meeting (AGM). Independent Director. develop their own Code of Central in 1970; and, second, most companies and marginal. growth of the corporations and for Eisenberg’s influential book “The ensure the Corporate Governance organizations. In fact, Bangladesh • Even some listed companies Corporate Governance. this it is important that corporate ii) The post of independent  There must be a fair corporate Structure of the has lagged behind its neighbors in Securities and Exchange  Independent directors sector are educated to director(s) cannot culture & environment for the  Corporate governance laws Corporation,” published in and the global economy in Commission of the country cannot act independently or understand the benefits from remain vacant for more Independent Director so that and regulations should be 1976. According to corporate governance. doesn’t regularly hold annual play his role as an effective good corporate governance. than 90 (ninety) days. they can play his/her duties properly implemented Eisenberg, the board’s general meeting. Accounting advocate for minority independently. In this cases, &followed thoroughly. essential function was to We find out the following reasons standard, norms and shareholders. Here He is just The concept “Independent iii) The Board shall lay down Related Rules & Regulations monitor the company’s behind the absence of Corporate practices are still not sitting member of the Board. Director” is a welcome step for  Audit committee should work management by being a code of conduct of all Governance in Bangladesh- international benchmark. to be strengthen more. corporate governance in Board members and independently. independent from it. By the  Lack of auditor Bangladesh. So, the Government annual compliance of  Government & Controlling end of the 1970s, after a • most companies are family • The existing arrangement in independence frequently & Regulatory Body should always the code to be recorded. Body should adopt the Conclusion prolonged, intense, and of a company. Independent oriented Bangladesh does not make gets in the way of be conscious to implement the international standards to sometimes vicious discussion, Director and corporate culture in accessible adequate legal, transparent financial proper guidelines of Corporate iv) The tenure of office of an formulate the applicable On the basis of above discussion business circles finally accepted Bangladesh is still in a state of • Moreover, motivation to institutional and economic disclosures. Governance to ensure and findings, it is concluded that the inevitability of a monitoring infancy. independent director shall be disclose information and inspiration for stakeholders Laws. Accountability & Transparency of for a period of 3 (three) years, Independent Director and board at least partly staffed with improve governance to persuade and implement  In many of the companies, the Company’s functions as a which may be extended for 1  Government &Regulatory corporate culture in Bangladesh is independent directors. Independent Director: practices by companies is felt corporate governance there is practically no whole. Independent director’s (one) term only. Body should be formulated still in a state of infancy. Overview in Bangladesh negatively. custom. accountability structure of concept is an essential part of the revised laws based on the real Independent directors are The empirical support for staffing Context the management to the Corporate Governance. Independent director & time circumstances. appointed in board by law to boards with independent • There is neither any value • Role of Bangladesh Bank, board or shareholders. In Appointment of Independent Corporate Governance - an protect the interest of the directors is dubious. The global judgment nor any Securities and Exchange absence of any structured » About the Author interrelated part: Independent  Professional Ethics & Morale numerous small shareholders of financial crisis of 2008 added Director: consequences for corporate Commission is quoted below. government mechanism, director & Corporate Governance to be upgraded. the organization. Although most Banker, AB Bank Ltd. further doubts. The only definitive governance practices. there is no central authority to The process of identification and are fully associated with each financial institutions have statement that can be made • Lack of Professional Ethics. enforce even minimum appointment of an Independent other. The concept Independent  Government & Controlling independent directors following about the wide ranging empirical • The current system in practice of corporate Director itself provide hints about director is an part and parcel of Body might be strict to ensure the legal compliance, they rarely studies is that they are clearly Bangladesh does not provide Observation & Recommendations: governance. unclear. It does seem that the the likelihood of the person acting Corporate Governance. sufficient legal, institutional My study shows that the real

January - March 2017 51

52

January - March 2017 March - January

Directors apart from seating fees. seating from apart Directors

the company from total industry industry total from company the experience. deeply study on Enron and and Enron on study deeply

commission for Independent Independent for commission

Independent Directors can see see can Directors Independent have observed in my little little my in observed have criticized in many ways. If we we If ways. many in criticized

upto 1% remuneration/ remuneration/ 1% upto

enrichment of the business. business. the of enrichment practical point of view which I I which view of point practical Independent Directors have been been have Directors Independent

Indian Companies Act 2013 allows allows 2013 Act Companies Indian

critical success factors (CSF) for for (CSF) factors success critical Independent Director from a a from Director Independent In the recent years the the years recent the In

Directors are reasonably paid. paid. reasonably are Directors

guidelines and advices may be be may advices and guidelines some points regarding regarding points some whistleblowerin applicable cases. cases. applicable whistleblowerin

many countries the Independent Independent the countries many

person. His/her analysis, analysis, His/her person. I would like to discuss and share share and discuss to like would I the crucial role as a a as role crucial the

found in our corporate practice. In In practice. corporate our in found experienced and knowledgeable knowledgeable and experienced Independent Director should play play should Director Independent

board attendance fees is hardly hardly is fees attendance board

Independent Director is a highly highly a is Director Independent limitations. including compliances. An An compliances. including

Independent Directors apart from from apart Directors Independent

It is assumed that, the the that, assumed is It Independent Director with some some with Director Independent and advises on several issues issues several on advises and

disclosed remuneration for for remuneration disclosed

good guidelines regarding regarding guidelines good monitors any conflict of interest interest of conflict any monitors

Independent Director,but Director,but Independent

Independent Director Independent that Notification there are certain certain are there Notification that decides on succession planning, planning, succession on decides

restriction in paying an an paying in restriction

Remuneration of of Remuneration Exchange Commission (BSEC). In In (BSEC). Commission Exchange performance and compensation, compensation, and performance

In the guideline there is no no is there guideline the In

Bangladesh Securities and and Securities Bangladesh analyses management management analyses

the role at a standard level. standard a at role the

through a Notification of of Notification a through company’s performance. He also also He performance. company’s

period.

Independent Directors to perform perform to Directors Independent

regulation in 7 August 2012 2012 August 7 in regulation financial plan and monitors the the monitors and plan financial

and retain them for a reasonable reasonable a for them retain and enough time commitment by the the by commitment time enough

imposed for the first time as listing listing as time first the for imposed company’s strategy, the annual annual the strategy, company’s

Independent Director to motivate motivate to Director Independent or regulator. There should be be should There regulator. or

Governance Guideline was was Guideline Governance organization. He reviews the the reviews He organization.

be some remuneration for for remuneration some be

Directors organized by companies companies by organized Directors

In Bangladesh, Corporate Corporate Bangladesh, In can contribute a lot to the the to lot a contribute can development of a company. company. a of development

clearly unethical. So, there may may there So, unethical. clearly program for Independent Independent for program

towards the strategic strategic the towards A prudent Independent Director Director Independent prudent A

INDEPENDENT.

inside information) which is is which information) inside may be training and development development and training be may

Corporate Governance. Corporate unlikely to contribute contribute to unlikely

LEAST TO BE SEEN SOMEONE SOMEONE SEEN BE TO LEAST

(may be in form of gift or using using or gift of form in be (may means of achieving them. There There them. achieving of means

human rights activist but but activist rights human Combined Code of of Code Combined Independent Director Independent

MEASURES CAN BE TAKEN AT AT TAKEN BE CAN MEASURES

arrangement to make a balance balance a make to arrangement planningof the company and and company the planningof

lawyer may be a good good a be may lawyer incorporated in the UK UK the in incorporated Contribution of of Contribution

SOMEONE INDEPENDENT, BUT BUT INDEPENDENT, SOMEONE

some hidden or indirect indirect or hidden some all tactical and strategic strategic and tactical all sounds inconsistent. A A inconsistent. sounds

Report in 2003 which was was which 2003 in Report

IT IS VERY HARD TO PROVE PROVE TO HARD VERY IS IT

experience says, there may be be may there says, experience

Independent Directors disclosing disclosing Directors Independent anIndependent Director Director anIndependent introduced in the Higgs Higgs the in introduced to 70 years old). years 70 to

attendance fees, my little little my fees, attendance program for newly appointed appointed newly for program as a qualification of of qualification a as Director was broadly broadly was Director as Independent Director (say, 45 45 (say, Director Independent as

apart from nominal board board nominal from apart

should be a rigorous orientation orientation rigorous a be should inclusion of law background background law of inclusion Non-executive Independent Independent Non-executive There should be an age limit to act act to limit age an be should There independent directors. It is very very is It directors. independent

being paid any remuneration remuneration any paid being

Regarding competency, the the competency, Regarding

Independent Director, there there Director, Independent of revision. The role of of role The revision. of eligible Independent directors. directors. Independent eligible hunting valued individuals like like individuals valued hunting

charitable job. If they are not not are they If job. charitable

To get the best results from an an from results best the get To developed through several stages stages several through developed regulator may approve a list of of list a approve may regulator the fair-and-square approach of of approach fair-and-square the

Director.

Independent Director is not a a not is Director Independent

governance guideline has been been has guideline governance questionable components, the the components, questionable and unprejudiceddepending on on unprejudiceddepending and

related to the Independent Independent the to related true that the job of an an of job the that true and report the incident. the report and

governance. The corporate corporate The governance. Directors. To shun these these shun To Directors. A board will be treated as prudent prudent as treated be will board A

shareholding by anyone closely closely anyone by shareholding versatile experience. Again, it is is it Again, experience. versatile is going on inside the company company the inside on going is part of good corporate corporate good of part while selecting Independent Independent selecting while

gauge the relationship and and relationship the gauge the end of the tunnel. the of end the

gathered from a long and and long a from gathered totally failed to understand what what understand to failed totally issue for better governance. better for issue

independence and competency. and independence vital a is Director Independent has been demonstrated below: demonstrated been has priority given are people friendly

checking procedure in place to to place in procedure checking wouldobviously see ample light at at light ample see wouldobviously

suggestions, which they have have they which suggestions,

Independent Directors have have Directors Independent

The regulator should consider the the consider should regulator The of Independent Directors are their their are Directors Independent of of concept The collapses. such for an opposite order. The concept concept The order. opposite an and obedient incompetent,

guidelines. Again there is no no is there Again guidelines.

happenedin befitting manner, we we manner, befitting happenedin

providing highly expensive expensive highly providing been pointed out that the the that out pointed been

directorship is strictly prohibited. prohibited. strictly is directorship the objective. The two major areas areas major two The objective. the reasons only the were governance position of an executive director in in director executive an of position that doing In methodology. wrong

whichdenotes a gap of the the of gap a whichdenotes

monitoring. If all these these all If monitoring.

point of view and can add value by by value add can and view of point

Satyam Scandal in India, it has has it India, in Scandal Satyam

Guideline, such Cross- Cross- such Guideline, weaknesses that can undermine undermine can that weaknesses good of utilization inappropriate different companies also hold the the hold also companies different the obviously is which criteria,

an Independent Director, Director, Independent an the weaknesses and increase increase and weaknesses the

In UK Corporate Governance Governance Corporate UK In Director. But there are still some some still are there But Director. and practices of scantiness the two Independent Directors of two two of Directors Independent two qualifying the with matched

disqualifying criterion to become become to criterion disqualifying update the guidelines addressing addressing guidelines the update

eligibility of an Independent Independent an of eligibility that proved has world the around Cross-Directorship arises when when arises Cross-Directorship being are persons favorable

law and sister in law as a a as law in sister and law world. Our regulator should should regulator Our world.

greater shareholders. greater prescribed by BSEC to assess the the assess to BSEC by prescribed collapse corporate recent The

Independent Director, generally generally Director, Independent

did not clearly include brother in in brother include clearly not did

Governance practices around the the around practices Governance

the paramount interest of the the of interest paramount the

Cross-Directorship Corporate Governance Guideline Guideline Governance Corporate nowadays. companies running In case of appointment of of appointment of case In

BSEC Notification, family relation relation family Notification, BSEC should adapt the best Corporate Corporate best the adapt should

the Company B. So, this can affect affect can this So, B. Company the Avoidance of of Avoidance There are many criteria set in the the in set criteria many are There for issue seminal a become has

someone independent. In the the In independent. someone Globalization our Organizations Organizations our Globalization

I

similar favor in return from Mr. X in in X Mr. from return in favor similar

Independent Director Independent Good Corporate Governance Governance Corporate Good be taken at least to be seen seen be to least at taken be behind. With the wave of of wave the With behind.

pay rise thinking that he will get get will he that thinking rise pay involved with the organization. the with involved Independent Director Independent Appointment of of Appointment independent, but measures can can measures but independent, perspective we are not much much not are we perspective

decision like remuneration and and remuneration like decision informed& experienced and much much and experienced informed& Who can be an an be can Who ntroduction d to prove someone someone prove to d har corporate practices. From that that From practices. corporate

rethin. performance and taking sensitive sensitive taking and performance should be competent, well well competent, be should those countries having better better having countries those

Directors. Our regulator should should regulator Our Directors. Mr. X while assessing his his assessing while X Mr. that, an Independent Director Director Independent an that,

Northern Rock etc. happened in in happened etc. Rock Northern - Munshi Abu Naim Abu Munshi -

qualification of Independent Independent of qualification Company A, Mr. Y may give favor to to favor give may Y Mr. A, Company for the organization. To achieve achieve To organization. the for disasters like Enron, Worldcom, Worldcom, Enron, like disasters

which indicates the supreme supreme the indicates which As an Independent Director of of Director Independent an As when they will able to add value value add to able will they when so long. All the big corporate corporate big the All long. so

- AN INDEPENDENT REVIEW INDEPENDENT AN -

is usually known as “Head Hunter” Hunter” “Head as known usually is potential risks of independence. independence. of risks potential Directors will be more meaningful meaningful more be will Directors Governance inour country is not not is country inour Governance

The journey to establish Corporate Corporate establish to journey The search for Independent Directors Directors Independent for search directorship there are some some are there directorship payment to the Independent Independent the to payment

INDEPENDENT DIRECTOR INDEPENDENT

that the person or institute who who institute or person the that ement of Cross- Cross- of ement arrang cost-benefit analysis. The The analysis. cost-benefit

Conclusion Conclusion In the United Kingdom, I heard heard I Kingdom, United the In In the afore-mentioned afore-mentioned the In Finally, there should be a a be should there Finally,

ARTICLE «

53

January - March 2017 March - January

Directors apart from seating fees. seating from apart Directors

the company from total industry industry total from company the experience. deeply study on Enron and and Enron on study deeply

commission for Independent Independent for commission

Independent Directors can see see can Directors Independent have observed in my little little my in observed have criticized in many ways. If we we If ways. many in criticized

upto 1% remuneration/ remuneration/ 1% upto

enrichment of the business. business. the of enrichment practical point of view which I I which view of point practical Independent Directors have been been have Directors Independent

Indian Companies Act 2013 allows allows 2013 Act Companies Indian

critical success factors (CSF) for for (CSF) factors success critical Independent Director from a a from Director Independent In the recent years the the years recent the In

Directors are reasonably paid. paid. reasonably are Directors

guidelines and advices may be be may advices and guidelines some points regarding regarding points some whistleblowerin applicable cases. cases. applicable whistleblowerin

many countries the Independent Independent the countries many

person. His/her analysis, analysis, His/her person. I would like to discuss and share share and discuss to like would I the crucial role as a a as role crucial the

found in our corporate practice. In In practice. corporate our in found

experienced and knowledgeable knowledgeable and experienced Independent Director should play play should Director Independent

board attendance fees is hardly hardly is fees attendance board

Independent Director is a highly highly a is Director Independent limitations. including compliances. An An compliances. including

Independent Directors apart from from apart Directors Independent

It is assumed that, the the that, assumed is It Independent Director with some some with Director Independent and advises on several issues issues several on advises and

disclosed remuneration for for remuneration disclosed

good guidelines regarding regarding guidelines good monitors any conflict of interest interest of conflict any monitors

Independent Director,but Director,but Independent

Independent Director Independent that Notification there are certain certain are there Notification that decides on succession planning, planning, succession on decides

restriction in paying an an paying in restriction

Remuneration of of Remuneration Exchange Commission (BSEC). In In (BSEC). Commission Exchange performance and compensation, compensation, and performance

In the guideline there is no no is there guideline the In

Bangladesh Securities and and Securities Bangladesh analyses management management analyses

the role at a standard level. standard a at role the

through a Notification of of Notification a through company’s performance. He also also He performance. company’s

period.

Independent Directors to perform perform to Directors Independent

regulation in 7 August 2012 2012 August 7 in regulation financial plan and monitors the the monitors and plan financial

and retain them for a reasonable reasonable a for them retain and

enough time commitment by the the by commitment time enough

imposed for the first time as listing listing as time first the for imposed company’s strategy, the annual annual the strategy, company’s

Independent Director to motivate motivate to Director Independent

or regulator. There should be be should There regulator. or

Governance Guideline was was Guideline Governance organization. He reviews the the reviews He organization.

be some remuneration for for remuneration some be

Directors organized by companies companies by organized Directors

In Bangladesh, Corporate Corporate Bangladesh, In can contribute a lot to the the to lot a contribute can development of a company. company. a of development

clearly unethical. So, there may may there So, unethical. clearly program for Independent Independent for program

towards the strategic strategic the towards A prudent Independent Director Director Independent prudent A

inside information) which is is which information) inside

may be training and development development and training be may Corporate Governance. Corporate unlikely to contribute contribute to unlikely

(may be in form of gift or using using or gift of form in be (may means of achieving them. There There them. achieving of means

human rights activist but but activist rights human Combined Code of of Code Combined Independent Director Independent

arrangement to make a balance balance a make to arrangement planningof the company and and company the planningof

lawyer may be a good good a be may lawyer incorporated in the UK UK the in incorporated Contribution of of Contribution

some hidden or indirect indirect or hidden some all tactical and strategic strategic and tactical all sounds inconsistent. A A inconsistent. sounds Report in 2003 which was was which 2003 in Report

experience says, there may be be may there says, experience

Independent Directors disclosing disclosing Directors Independent anIndependent Director Director anIndependent introduced in the Higgs Higgs the in introduced to 70 years old). years 70 to

attendance fees, my little little my fees, attendance

program for newly appointed appointed newly for program as a qualification of of qualification a as Director was broadly broadly was Director as Independent Director (say, 45 45 (say, Director Independent as

apart from nominal board board nominal from apart

should be a rigorous orientation orientation rigorous a be should inclusion of law background background law of inclusion Non-executive Independent Independent Non-executive There should be an age limit to act act to limit age an be should There independent directors. It is very very is It directors. independent

being paid any remuneration remuneration any paid being

Regarding competency, the the competency, Regarding

Independent Director, there there Director, Independent of revision. The role of of role The revision. of eligible Independent directors. directors. Independent eligible hunting valued individuals like like individuals valued hunting

charitable job. If they are not not are they If job. charitable

To get the best results from an an from results best the get To developed through several stages stages several through developed regulator may approve a list of of list a approve may regulator the fair-and-square approach of of approach fair-and-square the

Director.

Independent Director is not a a not is Director Independent

governance guideline has been been has guideline governance questionable components, the the components, questionable and unprejudiceddepending on on unprejudiceddepending and

related to the Independent Independent the to related

true that the job of an an of job the that true

and report the incident. the report and

governance. The corporate corporate The governance. Directors. To shun these these shun To Directors. A board will be treated as prudent prudent as treated be will board A

shareholding by anyone closely closely anyone by shareholding

versatile experience. Again, it is is it Again, experience. versatile

is going on inside the company company the inside on going is part of good corporate corporate good of part while selecting Independent Independent selecting while

gauge the relationship and and relationship the gauge the end of the tunnel. the of end the

gathered from a long and and long a from gathered

totally failed to understand what what understand to failed totally issue for better governance. better for issue

Independent Director is a vital vital a is Director Independent independence and competency. and independence friendly people are given priority priority given are people friendly has been demonstrated below: demonstrated been has

checking procedure in place to to place in procedure checking wouldobviously see ample light at at light ample see wouldobviously

suggestions, which they have have they which suggestions,

Independent Directors have have Directors Independent

The regulator should consider the the consider should regulator The for such collapses. The concept of of concept The collapses. such for of Independent Directors are their their are Directors Independent of

incompetent, obedient and and obedient incompetent, an opposite order. The concept concept The order. opposite an

guidelines. Again there is no no is there Again guidelines.

happenedin befitting manner, we we manner, befitting happenedin

providing highly expensive expensive highly providing

been pointed out that the the that out pointed been

directorship is strictly prohibited. prohibited. strictly is directorship governance were the only reasons reasons only the were governance the objective. The two major areas areas major two The objective. the wrong methodology. In doing that that doing In methodology. wrong position of an executive director in in director executive an of position

whichdenotes a gap of the the of gap a whichdenotes

monitoring. If all these these all If monitoring.

point of view and can add value by by value add can and view of point

Satyam Scandal in India, it has has it India, in Scandal Satyam

Guideline, such Cross- Cross- such Guideline, inappropriate utilization of good good of utilization inappropriate weaknesses that can undermine undermine can that weaknesses criteria, which is obviously the the obviously is which criteria, different companies also hold the the hold also companies different

an Independent Director, Director, Independent an the weaknesses and increase increase and weaknesses the

In UK Corporate Governance Governance Corporate UK In the scantiness of practices and and practices of scantiness the Director. But there are still some some still are there But Director. matched with the qualifying qualifying the with matched two Independent Directors of two two of Directors Independent two

disqualifying criterion to become become to criterion disqualifying update the guidelines addressing addressing guidelines the update

around the world has proved that that proved has world the around eligibility of an Independent Independent an of eligibility favorable persons are being being are persons favorable Cross-Directorship arises when when arises Cross-Directorship

law and sister in law as a a as law in sister and law world. Our regulator should should regulator Our world.

greater shareholders. greater The recent corporate collapse collapse corporate recent The prescribed by BSEC to assess the the assess to BSEC by prescribed

Independent Director, generally generally Director, Independent

did not clearly include brother in in brother include clearly not did

Governance practices around the the around practices Governance

the paramount interest of the the of interest paramount the

Cross-Directorship running companies nowadays. nowadays. companies running Corporate Governance Guideline Guideline Governance Corporate In case of appointment of of appointment of case In

BSEC Notification, family relation relation family Notification, BSEC should adapt the best Corporate Corporate best the adapt should

the Company B. So, this can affect affect can this So, B. Company the Avoidance of of Avoidance

has become a seminal issue for for issue seminal a become has There are many criteria set in the the in set criteria many are There someone independent. In the the In independent. someone Globalization our Organizations Organizations our Globalization

similar favor in return from Mr. X in in X Mr. from return in favor similar

Independent Director Independent Good Corporate Governance Governance Corporate Good be taken at least to be seen seen be to least at taken be behind. With the wave of of wave the With behind.

involved with the organization. the with involved pay rise thinking that he will get get will he that thinking rise pay Independent Director Independent Appointment of of Appointment independent, but measures can can measures but independent, perspective we are not much much not are we perspective

informed& experienced and much much and experienced informed& decision like remuneration and and remuneration like decision ntroduction Who can be an an be can Who d to prove someone someone prove to d har corporate practices. From that that From practices. corporate

rethin. should be competent, well well competent, be should performance and taking sensitive sensitive taking and performance those countries having better better having countries those

Directors. Our regulator should should regulator Our Directors. that, an Independent Director Director Independent an that, Mr. X while assessing his his assessing while X Mr. Northern Rock etc. happened in in happened etc. Rock Northern

qualification of Independent Independent of qualification for the organization. To achieve achieve To organization. the for Company A, Mr. Y may give favor to to favor give may Y Mr. A, Company disasters like Enron, Worldcom, Worldcom, Enron, like disasters

which indicates the supreme supreme the indicates which when they will able to add value value add to able will they when As an Independent Director of of Director Independent an As so long. All the big corporate corporate big the All long. so

is usually known as “Head Hunter” Hunter” “Head as known usually is Directors will be more meaningful meaningful more be will Directors potential risks of independence. independence. of risks potential Governance inour country is not not is country inour Governance

The journey to establish Corporate Corporate establish to journey The search for Independent Directors Directors Independent for search payment to the Independent Independent the to payment directorship there are some some are there directorship

that the person or institute who who institute or person the that cost-benefit analysis. The The analysis. cost-benefit ement of Cross- Cross- of ement arrang

Conclusion Conclusion In the United Kingdom, I heard heard I Kingdom, United the In Finally, there should be a a be should there Finally, In the afore-mentioned afore-mentioned the In

ARTICLE «

54

January - March 2017 March - January

Directors apart from seating fees. seating from apart Directors

the company from total industry industry total from company the experience. deeply study on Enron and and Enron on study deeply

commission for Independent Independent for commission

Independent Directors can see see can Directors Independent have observed in my little little my in observed have criticized in many ways. If we we If ways. many in criticized

upto 1% remuneration/ remuneration/ 1% upto

enrichment of the business. business. the of enrichment practical point of view which I I which view of point practical Independent Directors have been been have Directors Independent

Indian Companies Act 2013 allows allows 2013 Act Companies Indian

critical success factors (CSF) for for (CSF) factors success critical Independent Director from a a from Director Independent In the recent years the the years recent the In

Directors are reasonably paid. paid. reasonably are Directors

guidelines and advices may be be may advices and guidelines some points regarding regarding points some whistleblowerin applicable cases. cases. applicable whistleblowerin

many countries the Independent Independent the countries many

person. His/her analysis, analysis, His/her person. I would like to discuss and share share and discuss to like would I the crucial role as a a as role crucial the

found in our corporate practice. In In practice. corporate our in found

experienced and knowledgeable knowledgeable and experienced Independent Director should play play should Director Independent

board attendance fees is hardly hardly is fees attendance board

Independent Director is a highly highly a is Director Independent limitations. including compliances. An An compliances. including

Independent Directors apart from from apart Directors Independent

It is assumed that, the the that, assumed is It Independent Director with some some with Director Independent and advises on several issues issues several on advises and

disclosed remuneration for for remuneration disclosed

good guidelines regarding regarding guidelines good monitors any conflict of interest interest of conflict any monitors

Independent Director,but Director,but Independent

Independent Director Independent that Notification there are certain certain are there Notification that decides on succession planning, planning, succession on decides

restriction in paying an an paying in restriction

Remuneration of of Remuneration Exchange Commission (BSEC). In In (BSEC). Commission Exchange performance and compensation, compensation, and performance

In the guideline there is no no is there guideline the In

Bangladesh Securities and and Securities Bangladesh analyses management management analyses

the role at a standard level. standard a at role the

through a Notification of of Notification a through company’s performance. He also also He performance. company’s

period.

Independent Directors to perform perform to Directors Independent

regulation in 7 August 2012 2012 August 7 in regulation financial plan and monitors the the monitors and plan financial

and retain them for a reasonable reasonable a for them retain and

enough time commitment by the the by commitment time enough

imposed for the first time as listing listing as time first the for imposed company’s strategy, the annual annual the strategy, company’s

Independent Director to motivate motivate to Director Independent

or regulator. There should be be should There regulator. or

Governance Guideline was was Guideline Governance organization. He reviews the the reviews He organization.

be some remuneration for for remuneration some be

Directors organized by companies companies by organized Directors

In Bangladesh, Corporate Corporate Bangladesh, In can contribute a lot to the the to lot a contribute can development of a company. company. a of development

r o t c e r i D t n e d n e p e d n I

clearly unethical. So, there may may there So, unethical. clearly program for Independent Independent for program

Y . r M X . r M towards the strategic strategic the towards A prudent Independent Director Director Independent prudent A

inside information) which is is which information) inside

may be training and development development and training be may Corporate Governance. Corporate unlikely to contribute contribute to unlikely

(may be in form of gift or using using or gift of form in be (may means of achieving them. There There them. achieving of means

human rights activist but but activist rights human Combined Code of of Code Combined Independent Director Independent

arrangement to make a balance balance a make to arrangement planningof the company and and company the planningof

lawyer may be a good good a be may lawyer incorporated in the UK UK the in incorporated Contribution of of Contribution

some hidden or indirect indirect or hidden some all tactical and strategic strategic and tactical all sounds inconsistent. A A inconsistent. sounds Report in 2003 which was was which 2003 in Report

experience says, there may be be may there says, experience

Independent Directors disclosing disclosing Directors Independent anIndependent Director Director anIndependent introduced in the Higgs Higgs the in introduced to 70 years old). years 70 to

attendance fees, my little little my fees, attendance

program for newly appointed appointed newly for program as a qualification of of qualification a as Director was broadly broadly was Director as Independent Director (say, 45 45 (say, Director Independent as

apart from nominal board board nominal from apart

should be a rigorous orientation orientation rigorous a be should inclusion of law background background law of inclusion Non-executive Independent Independent Non-executive There should be an age limit to act act to limit age an be should There independent directors. It is very very is It directors. independent

being paid any remuneration remuneration any paid being

Regarding competency, the the competency, Regarding

Independent Director, there there Director, Independent

of revision. The role of of role The revision. of eligible Independent directors. directors. Independent eligible hunting valued individuals like like individuals valued hunting

X . r M Y . r M

charitable job. If they are not not are they If job. charitable

r o t c e r i D e v i t u c e x E

To get the best results from an an from results best the get To

developed through several stages stages several through developed regulator may approve a list of of list a approve may regulator the fair-and-square approach of of approach fair-and-square the

Qualified Chartered Secretary Chartered Qualified

Director.

Independent Director is not a a not is Director Independent

governance guideline has been been has guideline governance questionable components, the the components, questionable and unprejudiceddepending on on unprejudiceddepending and

A y n a p m o C B y n a p m o C

related to the Independent Independent the to related

true that the job of an an of job the that true

and report the incident. the report and About the Author the About

» governance. The corporate corporate The governance. Directors. To shun these these shun To Directors. A board will be treated as prudent prudent as treated be will board A

shareholding by anyone closely closely anyone by shareholding

versatile experience. Again, it is is it Again, experience. versatile

is going on inside the company company the inside on going is part of good corporate corporate good of part while selecting Independent Independent selecting while

gauge the relationship and and relationship the gauge the end of the tunnel. the of end the

gathered from a long and and long a from gathered

totally failed to understand what what understand to failed totally issue for better governance. better for issue

independence and competency. and independence vital a is Director Independent friendly people are given priority priority given are people friendly has been demonstrated below: demonstrated been has

checking procedure in place to to place in procedure checking wouldobviously see ample light at at light ample see wouldobviously

suggestions, which they have have they which suggestions,

Independent Directors have have Directors Independent

The regulator should consider the the consider should regulator The of Independent Directors are their their are Directors Independent of of concept The collapses. such for

incompetent, obedient and and obedient incompetent, an opposite order. The concept concept The order. opposite an

guidelines. Again there is no no is there Again guidelines.

happenedin befitting manner, we we manner, befitting happenedin

providing highly expensive expensive highly providing

been pointed out that the the that out pointed been

directorship is strictly prohibited. prohibited. strictly is directorship the objective. The two major areas areas major two The objective. the reasons only the were governance wrong methodology. In doing that that doing In methodology. wrong position of an executive director in in director executive an of position

whichdenotes a gap of the the of gap a whichdenotes

monitoring. If all these these all If monitoring.

point of view and can add value by by value add can and view of point

Satyam Scandal in India, it has has it India, in Scandal Satyam

Guideline, such Cross- Cross- such Guideline, weaknesses that can undermine undermine can that weaknesses good of utilization inappropriate criteria, which is obviously the the obviously is which criteria, different companies also hold the the hold also companies different

an Independent Director, Director, Independent an

the weaknesses and increase increase and weaknesses the

In UK Corporate Governance Governance Corporate UK In Director. But there are still some some still are there But Director. and practices of scantiness the matched with the qualifying qualifying the with matched two Independent Directors of two two of Directors Independent two

disqualifying criterion to become become to criterion disqualifying update the guidelines addressing addressing guidelines the update

eligibility of an Independent Independent an of eligibility that proved has world the around favorable persons are being being are persons favorable Cross-Directorship arises when when arises Cross-Directorship

law and sister in law as a a as law in sister and law world. Our regulator should should regulator Our world.

greater shareholders. greater prescribed by BSEC to assess the the assess to BSEC by prescribed collapse corporate recent The

Independent Director, generally generally Director, Independent

did not clearly include brother in in brother include clearly not did

Governance practices around the the around practices Governance

the paramount interest of the the of interest paramount the

Cross-Directorship Corporate Governance Guideline Guideline Governance Corporate nowadays. companies running In case of appointment of of appointment of case In

BSEC Notification, family relation relation family Notification, BSEC

should adapt the best Corporate Corporate best the adapt should

the Company B. So, this can affect affect can this So, B. Company the Avoidance of of Avoidance

There are many criteria set in the the in set criteria many are There for issue seminal a become has someone independent. In the the In independent. someone Globalization our Organizations Organizations our Globalization

similar favor in return from Mr. X in in X Mr. from return in favor similar

Independent Director Independent Good Corporate Governance Governance Corporate Good be taken at least to be seen seen be to least at taken be behind. With the wave of of wave the With behind.

involved with the organization. the with involved pay rise thinking that he will get get will he that thinking rise pay Independent Director Independent Appointment of of Appointment independent, but measures can can measures but independent, perspective we are not much much not are we perspective

informed& experienced and much much and experienced informed& decision like remuneration and and remuneration like decision Who can be an an be can Who ntroduction d to prove someone someone prove to d har corporate practices. From that that From practices. corporate

rethin. should be competent, well well competent, be should performance and taking sensitive sensitive taking and performance those countries having better better having countries those

Directors. Our regulator should should regulator Our Directors. that, an Independent Director Director Independent an that, Mr. X while assessing his his assessing while X Mr. Northern Rock etc. happened in in happened etc. Rock Northern

qualification of Independent Independent of qualification for the organization. To achieve achieve To organization. the for Company A, Mr. Y may give favor to to favor give may Y Mr. A, Company disasters like Enron, Worldcom, Worldcom, Enron, like disasters

which indicates the supreme supreme the indicates which when they will able to add value value add to able will they when As an Independent Director of of Director Independent an As so long. All the big corporate corporate big the All long. so

is usually known as “Head Hunter” Hunter” “Head as known usually is Directors will be more meaningful meaningful more be will Directors potential risks of independence. independence. of risks potential Governance inour country is not not is country inour Governance

The journey to establish Corporate Corporate establish to journey The search for Independent Directors Directors Independent for search payment to the Independent Independent the to payment directorship there are some some are there directorship

that the person or institute who who institute or person the that cost-benefit analysis. The The analysis. cost-benefit ement of Cross- Cross- of ement arrang

Conclusion Conclusion In the United Kingdom, I heard heard I Kingdom, United the In Finally, there should be a a be should there Finally, In the afore-mentioned afore-mentioned the In

ARTICLE « « ARTICLE

(ii) The person should be a They are not the employees of the influence and help to minimize of appointment, or as agreed or she would be able to duties with reasonable diligence. CORPORATE WATCHDOG Business Leader/Corporate company and not involved in its conflicts of interest and agency from time to time. devote to the role as a They are also levelheadedly Leader/ Bureaucrat/ University day-to-day running. They usually problems. director of the Company. expected to rise up to the  Disclose their other Teacher with Economics or have full-time jobs elsewhere. IDS instance and discharge their - ROLE OF INDEPENDENT DIRECTOR significant commitments to Conclusion Business Studies or Law should provide a balancing  Strategy Making Role: duties effectively to resolve the background/ Professionals the Board before serious problems faced by the IN BANGLADESH like Chartered Accountants, appointment, with a broad In Bangladeshi context company. Efficient role playing as Cost & Management indication of the time involved Independent Directors are a watchdog will lead to construct - Munshi Fahima Rahman Accountants, and Chartered and informing the Board if any expected to be vigilant a good corporate governance in Secretaries. The independent subsequent changes gatekeepers, acting as a check Bangladeshi companies. bstract Introduction The objective of this study is to director must have at least 12 required. and balance on the company’s underpin the roles of IDs in (twelve) years of corporate management, with a view to  Independent Director should A An Independent Director Independent Directormeans a Bangladesh to develop a good management/professional safeguarding the assets of the pursue the agreement of the person other than an Executive governance in the corporate experiences. company and protecting the typically not engaged in the Chairman before accepting Officer or employee of the world. interests of all shareholders as a regular management of the additional commitments that Company or any other individual (iii) In special cases the above whole, and discharging their organization but is involved in might impact on the time he having a relationship which, in the Why Independent qualifications may be relaxed policy making besides they are opinion of the Company's board of Directors Required? subject to prior approval of assumed to hold the interests of directors, would interfere with the the Commission. the company in higher regard exercise of independent Independent directors are than executive directors, who may judgment in carrying out the appointed from outside and they  Being a Chairman of Audit have an agency problem or responsibilities of a director. should not have any material committee Independent conflict of interest between Independent Director (ID) and interest in the firm. Independent Director has to superintend

management and stockholders. Non-Executive Director (NED) directors are appointed based on the role of audit committee. For instance overseeing the The responsibility includes both the terms used their unique qualifications, financial reporting process, interchangeably.In generously an expertise and experience. The monitoring the activities of the monitoring choice of view is that they may executive directors as a accounting policies and effectively influence the watchdog. Independent INDEPENDENT DIRECTORS principles and Internal board’s decisions and directors are hired based on ARE HIRED BASED ON THEIR Control Risk management ultimately add value to the their unique qualifications, UNIQUE QUALIFICATIONS, process, administering as well firm. It is claimed Independent Directors are  Remuneration setting related expertise and experience. EXPERTISE AND evaluating the performance independent directors constructively challenged Role: Independent Directors EXPERIENCE. of external auditors, and helped todevelop are responsible for The outlook is that they may provide a unique reviewing along with the proposals on strategy. determining appropriate meritoriously influence the monitoring function and management, the annual levels of remuneration of board’s decisions and ultimately they have the power to make Independent Director is a member financial statements and the  Performance Management executive directors, and have add value to the firm. In recommendations on executive’s of a company's board of directors quarterly and half yearly related Role: Independent a prime role in appointing, Bangladesh BSEC–CG Guideline who is not part of the executive poor performance. financial statements before Directors are scrutinized the and where necessary 2012 clearly mentioned team put in place to challenge the submission to the board, performance of management removing, executive directors  theeffective representation of thinking and performance of a Qualification of Independent analyzing the adequacy of in meeting agreed goals and and in succession planning. independent directors and their company. Furthermore, Director according to the internal audit function and objectives and monitor the BSEC CG Guideline Notification other related significant qualifications to be an Independent Directors are often reporting of performance.  In order to fulfil their role, 7th August 2012 functions as required. independent director. This study included on a firm's board for Independent directors must public relations reasons. For gives emphasize on the role of  Risk Management related be able to allocate sufficient instance, the Independent (i) Independent Director shall be Role of Independent Role: Independent Directors time to the Company to independent director in Director's community status and a knowledgeable individual Director (ID) in are satisfy themselves on the perform their responsibilities Bangladeshi context. experience could provide good with integrity who is able to Bangladeshi Context integrity of financial effectively. They will be exposure for the firm. ensure compliance with information and that financial required to: Key words: Independent Nevertheless, IDs are equally financial, regulatory and In Bangladesh IDs are controls and systems of risk Director (ID), BSEC, Qualification accountable for the success or corporate laws and can make contributing he companies management are robust and  Allocate sufficient time to of IDs, Role of IDs. failure of a business, to the meaningful contribution to significantly with their experience, defensible. meet the expectations of the shareholders. business. knowledge and analytical ability. role, as set out in their letter

January - March 2017 55 « ARTICLE

(ii) The person should be a They are not the employees of the influence and help to minimize of appointment, or as agreed or she would be able to duties with reasonable diligence. Business Leader/Corporate company and not involved in its conflicts of interest and agency from time to time. devote to the role as a They are also levelheadedly Leader/ Bureaucrat/ University day-to-day running. They usually problems. director of the Company. expected to rise up to the  Disclose their other Teacher with Economics or have full-time jobs elsewhere. IDS instance and discharge their significant commitments to Conclusion Business Studies or Law should provide a balancing  Strategy Making Role: duties effectively to resolve the background/ Professionals the Board before serious problems faced by the like Chartered Accountants, appointment, with a broad In Bangladeshi context company. Efficient role playing as Cost & Management indication of the time involved Independent Directors are a watchdog will lead to construct Accountants, and Chartered and informing the Board if any expected to be vigilant a good corporate governance in Strategy subsequent changes Secretaries. The independent Making Role gatekeepers, acting as a check Bangladeshi companies. bstract Introduction The objective of this study is to director must have at least 12 required. and balance on the company’s underpin the roles of IDs in (twelve) years of corporate management, with a view to  Independent Director should An Independent Director Independent Directormeans a Bangladesh to develop a good management/professional safeguarding the assets of the pursue the agreement of the person other than an Executive governance in the corporate experiences. company and protecting the typically not engaged in the Chairman before accepting Officer or employee of the world. Role of interests of all shareholders as a regular management of the additional commitments that Company or any other individual (iii) In special cases the above Remuneration Independent Performance whole, and discharging their organization but is involved in might impact on the time he having a relationship which, in the Why Independent qualifications may be relaxed setting Director (ID) in Management policy making besides they are opinion of the Company's board of Directors Required? subject to prior approval of related Role Bangladeshi related Role assumed to hold the interests of directors, would interfere with the the Commission. Context the company in higher regard exercise of independent Independent directors are than executive directors, who may judgment in carrying out the appointed from outside and they  Being a Chairman of Audit have an agency problem or responsibilities of a director. should not have any material committee Independent conflict of interest between Independent Director (ID) and interest in the firm. Independent Director has to superintend Risk management and stockholders. Non-Executive Director (NED) directors are appointed based on the role of audit committee. For instance overseeing the Management The responsibility includes both the terms used their unique qualifications, financial reporting process, related Role interchangeably.In generously an expertise and experience. The monitoring the activities of the monitoring choice of view is that they may executive directors as a accounting policies and effectively influence the watchdog. Independent principles and Internal board’s decisions and Figure: Role of Independent Director (ID) in Bangladeshi Context directors are hired based on Control Risk management ultimately add value to the their unique qualifications, process, administering as well firm. It is claimed Independent Directors are  Remuneration setting related expertise and experience. evaluating the performance independent directors constructively challenged Role: Independent Directors of external auditors, and helped todevelop are responsible for The outlook is that they may provide a unique reviewing along with the proposals on strategy. determining appropriate meritoriously influence the monitoring function and management, the annual levels of remuneration of board’s decisions and ultimately they have the power to make Independent Director is a member financial statements and the  Performance Management executive directors, and have add value to the firm. In recommendations on executive’s of a company's board of directors quarterly and half yearly related Role: Independent a prime role in appointing, Bangladesh BSEC–CG Guideline who is not part of the executive poor performance. financial statements before Directors are scrutinized the and where necessary 2012 clearly mentioned team put in place to challenge the submission to the board, performance of management removing, executive directors  theeffective representation of thinking and performance of a Qualification of Independent analyzing the adequacy of in meeting agreed goals and and in succession planning. independent directors and their company. Furthermore, Director according to the internal audit function and objectives and monitor the BSEC CG Guideline Notification other related significant qualifications to be an Independent Directors are often reporting of performance.  In order to fulfil their role, 7th August 2012 functions as required. independent director. This study included on a firm's board for Independent directors must public relations reasons. For gives emphasize on the role of  Risk Management related be able to allocate sufficient instance, the Independent (i) Independent Director shall be Role of Independent Role: Independent Directors time to the Company to independent director in Director's community status and a knowledgeable individual Director (ID) in are satisfy themselves on the perform their responsibilities Bangladeshi context. experience could provide good with integrity who is able to Bangladeshi Context integrity of financial effectively. They will be exposure for the firm. ensure compliance with information and that financial required to: Key words: Independent Nevertheless, IDs are equally financial, regulatory and In Bangladesh IDs are controls and systems of risk Director (ID), BSEC, Qualification accountable for the success or corporate laws and can make contributing he companies management are robust and  Allocate sufficient time to of IDs, Role of IDs. failure of a business, to the meaningful contribution to significantly with their experience, defensible. meet the expectations of the shareholders. business. knowledge and analytical ability. role, as set out in their letter

56 January - March 2017 « ARTICLE

(ii) The person should be a They are not the employees of the influence and help to minimize of appointment, or as agreed or she would be able to duties with reasonable diligence. Business Leader/Corporate company and not involved in its conflicts of interest and agency from time to time. devote to the role as a They are also levelheadedly Leader/ Bureaucrat/ University day-to-day running. They usually problems. director of the Company. expected to rise up to the  Disclose their other Teacher with Economics or have full-time jobs elsewhere. IDS instance and discharge their significant commitments to Conclusion Business Studies or Law should provide a balancing  Strategy Making Role: duties effectively to resolve the background/ Professionals the Board before serious problems faced by the like Chartered Accountants, appointment, with a broad In Bangladeshi context company. Efficient role playing as Cost & Management indication of the time involved Independent Directors are a watchdog will lead to construct Accountants, and Chartered and informing the Board if any expected to be vigilant a good corporate governance in Secretaries. The independent subsequent changes gatekeepers, acting as a check Bangladeshi companies. bstract Introduction The objective of this study is to director must have at least 12 required. and balance on the company’s underpin the roles of IDs in (twelve) years of corporate management, with a view to » About the Author  Independent Director should An Independent Director Independent Directormeans a Bangladesh to develop a good management/professional safeguarding the assets of the pursue the agreement of the Qualified Chartered Secretary person other than an Executive governance in the corporate experiences. company and protecting the typically not engaged in the Chairman before accepting Officer or employee of the world. interests of all shareholders as a regular management of the additional commitments that Company or any other individual (iii) In special cases the above whole, and discharging their organization but is involved in might impact on the time he having a relationship which, in the Why Independent qualifications may be relaxed policy making besides they are opinion of the Company's board of Directors Required? subject to prior approval of assumed to hold the interests of directors, would interfere with the the Commission. the company in higher regard exercise of independent Independent directors are than executive directors, who may judgment in carrying out the appointed from outside and they  Being a Chairman of Audit have an agency problem or responsibilities of a director. should not have any material committee Independent conflict of interest between Independent Director (ID) and interest in the firm. Independent Director has to superintend management and stockholders. Non-Executive Director (NED) directors are appointed based on the role of audit committee. For instance overseeing the The responsibility includes both the terms used their unique qualifications, financial reporting process, interchangeably.In generously an expertise and experience. The monitoring the activities of the monitoring choice of view is that they may executive directors as a accounting policies and effectively influence the watchdog. Independent principles and Internal board’s decisions and directors are hired based on Control Risk management ultimately add value to the their unique qualifications, process, administering as well firm. It is claimed Independent Directors are  Remuneration setting related expertise and experience. evaluating the performance independent directors constructively challenged Role: Independent Directors of external auditors, and helped todevelop are responsible for The outlook is that they may provide a unique reviewing along with the proposals on strategy. determining appropriate meritoriously influence the monitoring function and management, the annual levels of remuneration of board’s decisions and ultimately they have the power to make Independent Director is a member financial statements and the  Performance Management executive directors, and have add value to the firm. In recommendations on executive’s of a company's board of directors quarterly and half yearly related Role: Independent a prime role in appointing, Bangladesh BSEC–CG Guideline who is not part of the executive poor performance. financial statements before Directors are scrutinized the and where necessary 2012 clearly mentioned team put in place to challenge the submission to the board, performance of management removing, executive directors  theeffective representation of thinking and performance of a Qualification of Independent analyzing the adequacy of in meeting agreed goals and and in succession planning. independent directors and their company. Furthermore, Director according to the internal audit function and objectives and monitor the BSEC CG Guideline Notification other related significant qualifications to be an Independent Directors are often reporting of performance.  In order to fulfil their role, 7th August 2012 functions as required. independent director. This study included on a firm's board for Independent directors must public relations reasons. For gives emphasize on the role of  Risk Management related be able to allocate sufficient instance, the Independent (i) Independent Director shall be Role of Independent Role: Independent Directors time to the Company to independent director in Director's community status and a knowledgeable individual Director (ID) in are satisfy themselves on the perform their responsibilities Bangladeshi context. experience could provide good with integrity who is able to Bangladeshi Context integrity of financial effectively. They will be exposure for the firm. ensure compliance with information and that financial required to: Key words: Independent Nevertheless, IDs are equally financial, regulatory and In Bangladesh IDs are controls and systems of risk Director (ID), BSEC, Qualification accountable for the success or corporate laws and can make contributing he companies management are robust and  Allocate sufficient time to of IDs, Role of IDs. failure of a business, to the meaningful contribution to significantly with their experience, defensible. meet the expectations of the shareholders. business. knowledge and analytical ability. role, as set out in their letter

January - March 2017 57

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January - March 2017 March - January

position of the all Directors Directors all the of position Practices. Following are the few few the are Following Practices. the Board agendas with the the with agendas Board the

performance where shareholding shareholding where performance effectiveness of Boardroom Boardroom of effectiveness and NEID (s) should not mix mix not should (s) NEID and

business outlook and Company’s Company’s and outlook business stakeholders about the the about stakeholders Consequently, an efficient CS CS efficient an Consequently,

2015 requires monthly updates, updates, monthly requires 2015 roles raise questions by the the by questions raise roles and budget priorities. priorities. budget and

new code of the Listing Rules, Rules, Listing the of code new Guidelines but in many cases their their cases many in but Guidelines with entire financial structure structure financial entire with

explain’. On the other hand, the the hand, other the On explain’. the revised Corporate Governance Governance Corporate revised the innovation, industry trends trends industry innovation,

2012 based on ‘comply or or ‘comply on based 2012 the CS and the NEID (s) position in in position (s) NEID the and CS the product and service service and product

since the amended Guidelines, Guidelines, amended the since scope of leadership role for both both for role leadership of scope key personnel’s performance, performance, personnel’s key

Guidelines are changing swiftly swiftly changing are Guidelines Though there have been immense immense been have there Though Board agendas must cover cover must agendas Board

the Corporate Governance Governance Corporate the right time. Alternatively, Alternatively, time. right

representation. of regulations and rules Currently, right strategic issues at the the at issues strategic right

Board diversity and employee employee and diversity Board duties. fiduciary Directors’ the important to emphasis on on emphasis to important

troubles as well as to ensure ensure to as well as troubles meet to failed completely Boards compliances, its also also its compliances,

warning issues of upcoming upcoming of issues warning few that proved times several statutory and administrative administrative and statutory

relations to be aware of the the of aware be to relations in market stock the in formation Agenda: Alike a balanced balanced a Alike Agenda:

in detection of frauds and investor investor and frauds of detection in bubble since matter talked-about be Consistent with the Board Board the with Consistent be

compliance issues are the most most the are issues compliance - Business Priorities should should Priorities Business -

(BSEC). Nowadays, Nowadays, (BSEC).

THE BOARD MEMBERS. BOARD THE and Exchange Commission Commission Exchange and goodwill. goodwill.

COLLEGIAL RELATIONSHIP WITH WITH RELATIONSHIP COLLEGIAL the Bangladesh Securities Securities Bangladesh the interest and Company’s Company’s and interest

NOT ONLY FOR BUILDING A A BUILDING FOR ONLY NOT Governance Guidelines by by Guidelines Governance growth, stakeholders’ stakeholders’ growth,

THE CS AND THE NEID(S) PREVAIL PREVAIL NEID(S) THE AND CS THE per revised Corporate Corporate revised per continuing business business continuing

NEID(s) prevail not only for for only not prevail NEID(s) the of effectiveness collegial INTERPERSONAL CAPABILITIES OF OF CAPABILITIES INTERPERSONAL statutory environment as as environment statutory balanced with the the with balanced

capabilities of the CS and the the and CS the of capabilities through opportunities THE LEADERSHIP AND AND LEADERSHIP THE exercises including Board’s Board’s including exercises proposal that will be be will that proposal

The leadership and interpersonal interpersonal and leadership The the seize can NEID(s) the and policy making and planning planning and making policy jointly led a shared shared a led jointly

- Seize Opportunities: the CS CS the Opportunities: Seize - risk-management, proactiveness proactiveness risk-management, for position a is (NEID) Director the CS and the NEID (s) can can (s) NEID the and CS the

activities.

Affairs Department. Department. Affairs health of the Company, financial financial Company, the of health Independent Non-executive respected stakeholders. So, So, stakeholders. respected

nd unlawful unlawful nd a insincere prohibit key personnel of Corporate Corporate of personnel key members. they can evaluate the financial financial the evaluate can they a Conversely, Company. the accountability to the the to accountability

workable new knowledge and and knowledge new workable

Board-level Colleagues/ the the Colleagues/ Board-level Board Directors/ key the of of the Directors’ role therefore therefore role Directors’ the of of business(s) the on negatively less aware regarding their their regarding aware less

will encourage and explore explore and encourage will

can assess competency of the the of competency assess can responsibilities and role and literacy for an effective fulfillment fulfillment effective an for literacy or positively either impact the Directors that they are are they that Directors the

issues to innovative atmosphere atmosphere innovative to issues

and the CS and the NIED(s) NIED(s) the and CS the and environment legal Board’s BSEC require a sound financial financial sound a require BSEC an have will which developments Board, its a common trend of of trend common a its Board,

all, transforming from compliance compliance from transforming all,

strategies were conceived conceived were strategies on training adequate provide provisions of the NEID (s) by the the by (s) NEID the of provisions governance and regulatory Purpose: As a member of the the of member a As Purpose:

technologically advanced. Last of of Last advanced. technologically

assumptions on which which on assumptions and Department Affairs Directors. Additionally, the the Additionally, Directors. legislative, through Board

- Actively Grab a Shared Shared a Grab Actively -

innovative as well as as well as innovative

and technological technological and Corporate the of organs

professional development of the the of development professional healthy a deliver to requirement

the Board and make their outlook outlook their make and Board the

regulatory, socio-economic socio-economic regulatory, key the with Committee’

Market. Market. Company Secretary for the the for Secretary Company fundamental a is Officer

the NEID(s) can revise the role of of role the revise can NEID(s) the

process should discover the the discover should process Compliance and ‘Governance

better future for the Capital Capital the for future better through undeniable role of a a of role undeniable through Legal Chief / In-House-Counsel

efficient performance, the CS and and CS the performance, efficient

So, the strategy review review strategy the So, forming by alliances Company management and and management Company dynamics in the entire Company Company entire the in dynamics / (CCO) Officer Compliance Chief

business and to ensure an an ensure to and business

projections and performance. performance. and projections build can NEID(s) the and CS

dynamism in the contemporary contemporary the in dynamism Listing Rules is to facilitate facilitate to is Rules Listing / (CS) Secretary Company a

a risk culture suitable for the the for suitable culture risk a

T

significant gap between between gap significant the Hence, effort. individual bring transparency as well as as well as transparency bring again, key objective of the new new the of objective key again, of position the where turmoil risks. Consequently, by developing developing by Consequently, risks.

adopted because of of because adopted of instead work team requires NEID (S) and the CS those may may those CS the and (S) NEID per prescribed format. Then Then format. prescribed per unfamiliar with covered environmental and reputation reputation and environmental

assumptions are executed/ executed/ are assumptions significantly management

recommendations for today’s today’s for recommendations including NEID (s) is essential as as essential is (s) NEID including is world corporate oday’s risks namely, social, ethical, ethical, social, namely, risks

reported that wrong wrong that reported Company Today’s contained some non-financial non-financial some contained

Results: Several researches researches Several Results: Department: Affairs Corporate financial matter but also also but matter financial - Razia Sultana Lubna Sultana Razia -

- Review both Strategy and and Strategy both Review - the of Areas Functional are not only based on the the on based only not are

- Build Alliances with the Key Key the with Alliances Build - has to be noted that, today’s risks risks today’s that, noted be to has DIRECTOR AND COMPANY SECRETARY SECRETARY COMPANY AND DIRECTOR

on. on. evaluating and managing risks. It It risks. managing and evaluating

acquisition, spin-off and so so and spin-off acquisition, growth. future and management by identifying, identifying, by management

-A COLLECTIVE EFFORT OF THE INDEPENDENT THE OF EFFORT COLLECTIVE -A

Company, merger/ merger/ Company, dynamics industry operations, for a sustainable risk risk sustainable a for

restructuring the entire entire the restructuring day-to-day balanced a for look after the corporate transition transition corporate the after look

BOARD EFFECTIVENESS BOARD

structural change(s) like like change(s) structural approach collegial a follow to with the Board members but also also but members Board the with

a collegial relationship relationship collegial a building the embrace and Board have they but agendas CEO’s

ARTICLE «

59

January - March 2017 March - January

position of the all Directors Directors all the of position Practices. Following are the few few the are Following Practices. the Board agendas with the the with agendas Board the

performance where shareholding shareholding where performance effectiveness of Boardroom Boardroom of effectiveness and NEID (s) should not mix mix not should (s) NEID and

business outlook and Company’s Company’s and outlook business stakeholders about the the about stakeholders Consequently, an efficient CS CS efficient an Consequently,

2015 requires monthly updates, updates, monthly requires 2015 roles raise questions by the the by questions raise roles and budget priorities. priorities. budget and

new code of the Listing Rules, Rules, Listing the of code new Guidelines but in many cases their their cases many in but Guidelines with entire financial structure structure financial entire with

explain’. On the other hand, the the hand, other the On explain’. the revised Corporate Governance Governance Corporate revised the innovation, industry trends trends industry innovation,

2012 based on ‘comply or or ‘comply on based 2012 the CS and the NEID (s) position in in position (s) NEID the and CS the product and service service and product

since the amended Guidelines, Guidelines, amended the since scope of leadership role for both both for role leadership of scope key personnel’s performance, performance, personnel’s key

Guidelines are changing swiftly swiftly changing are Guidelines Though there have been immense immense been have there Though Board agendas must cover cover must agendas Board

the Corporate Governance Governance Corporate the right time. Alternatively, Alternatively, time. right

representation. of regulations and rules Currently, right strategic issues at the the at issues strategic right

Board diversity and employee employee and diversity Board duties. fiduciary Directors’ the important to emphasis on on emphasis to important

troubles as well as to ensure ensure to as well as troubles meet to failed completely Boards compliances, its also also its compliances,

warning issues of upcoming upcoming of issues warning few that proved times several statutory and administrative administrative and statutory

relations to be aware of the the of aware be to relations in market stock the in formation Agenda: Alike a balanced balanced a Alike Agenda:

in detection of frauds and investor investor and frauds of detection in bubble since matter talked-about be Consistent with the Board Board the with Consistent be

compliance issues are the most most the are issues compliance - Business Priorities should should Priorities Business -

(BSEC). Nowadays, Nowadays, (BSEC).

and Exchange Commission Commission Exchange and goodwill. goodwill.

the Bangladesh Securities Securities Bangladesh the interest and Company’s Company’s and interest

Governance Guidelines by by Guidelines Governance growth, stakeholders’ stakeholders’ growth,

per revised Corporate Corporate revised per continuing business business continuing

NEID(s) prevail not only for for only not prevail NEID(s) the of effectiveness collegial

statutory environment as as environment statutory balanced with the the with balanced

Student of the Institute the of Student

capabilities of the CS and the the and CS the of capabilities through opportunities exercises including Board’s Board’s including exercises proposal that will be be will that proposal

About the Author the About » The leadership and interpersonal interpersonal and leadership The the seize can NEID(s) the and policy making and planning planning and making policy jointly led a shared shared a led jointly

- Seize Opportunities: the CS CS the Opportunities: Seize - risk-management, proactiveness proactiveness risk-management, for position a is (NEID) Director the CS and the NEID (s) can can (s) NEID the and CS the

activities.

Affairs Department. Department. Affairs health of the Company, financial financial Company, the of health Independent Non-executive respected stakeholders. So, So, stakeholders. respected

nd unlawful unlawful nd a insincere prohibit

key personnel of Corporate Corporate of personnel key members. they can evaluate the financial financial the evaluate can they a Conversely, Company. the accountability to the the to accountability

workable new knowledge and and knowledge new workable

Board-level Colleagues/ the the Colleagues/ Board-level Board Directors/ key the of of the Directors’ role therefore therefore role Directors’ the of of business(s) the on negatively less aware regarding their their regarding aware less

will encourage and explore explore and encourage will

can assess competency of the the of competency assess can responsibilities and role and literacy for an effective fulfillment fulfillment effective an for literacy or positively either impact the Directors that they are are they that Directors the

issues to innovative atmosphere atmosphere innovative to issues

and the CS and the NIED(s) NIED(s) the and CS the and environment legal Board’s BSEC require a sound financial financial sound a require BSEC an have will which developments Board, its a common trend of of trend common a its Board,

all, transforming from compliance compliance from transforming all,

strategies were conceived conceived were strategies on training adequate provide provisions of the NEID (s) by the the by (s) NEID the of provisions governance and regulatory Purpose: As a member of the the of member a As Purpose:

technologically advanced. Last of of Last advanced. technologically

assumptions on which which on assumptions and Department Affairs Directors. Additionally, the the Additionally, Directors. legislative, through Board

- Actively Grab a Shared Shared a Grab Actively -

innovative as well as as well as innovative

and technological technological and Corporate the of organs

professional development of the the of development professional healthy a deliver to requirement

the Board and make their outlook outlook their make and Board the

regulatory, socio-economic socio-economic regulatory, key the with Committee’

Market. Market. Company Secretary for the the for Secretary Company fundamental a is Officer

the NEID(s) can revise the role of of role the revise can NEID(s) the

process should discover the the discover should process Compliance and ‘Governance

better future for the Capital Capital the for future better through undeniable role of a a of role undeniable through Legal Chief / In-House-Counsel

efficient performance, the CS and and CS the performance, efficient

So, the strategy review review strategy the So, forming by alliances Company management and and management Company dynamics in the entire Company Company entire the in dynamics / (CCO) Officer Compliance Chief

business and to ensure an an ensure to and business

projections and performance. performance. and projections build can NEID(s) the and CS dynamism in the contemporary contemporary the in dynamism Listing Rules is to facilitate facilitate to is Rules Listing / (CS) Secretary Company a

a risk culture suitable for the the for suitable culture risk a

significant gap between between gap significant the Hence, effort. individual bring transparency as well as as well as transparency bring again, key objective of the new new the of objective key again, of position the where turmoil

risks. Consequently, by developing developing by Consequently, risks.

adopted because of of because adopted of instead work team requires NEID (S) and the CS those may may those CS the and (S) NEID per prescribed format. Then Then format. prescribed per unfamiliar with covered

environmental and reputation reputation and environmental

assumptions are executed/ executed/ are assumptions significantly management

recommendations for today’s today’s for recommendations including NEID (s) is essential as as essential is (s) NEID including is world corporate oday’s risks namely, social, ethical, ethical, social, namely, risks

reported that wrong wrong that reported Company Today’s

contained some non-financial non-financial some contained

Results: Several researches researches Several Results: Department: Affairs Corporate

financial matter but also also but matter financial

- Review both Strategy and and Strategy both Review - the of Areas Functional are not only based on the the on based only not are

- Build Alliances with the Key Key the with Alliances Build - has to be noted that, today’s risks risks today’s that, noted be to has

on. on. evaluating and managing risks. It It risks. managing and evaluating

acquisition, spin-off and so so and spin-off acquisition, growth. future and management by identifying, identifying, by management

Company, merger/ merger/ Company, dynamics industry operations, for a sustainable risk risk sustainable a for

restructuring the entire entire the restructuring day-to-day balanced a for look after the corporate transition transition corporate the after look

structural change(s) like like change(s) structural approach collegial a follow to with the Board members but also also but members Board the with

a collegial relationship relationship collegial a building the embrace and Board have they but agendas CEO’s

ARTICLE « « NOTES