TERMS OF REFERENCE
Standard for BSEC Compliance as per CG Code
Now, therefore, in exercise of the power conferred by section 2CC of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Commission hereby repeals its earlier Notification No. SEC/CMRRCD/2006158/134/Admin/44, dated 07 August 2012, published in the official gazette on 30 August 2012 and the relevant Notification(s) on the same matter and, imposes the following further conditions, i.e., Corporate Governance Code to the consent already accorded by it, or deemed to have been accorded by it, or to be accorded by it in future, to the issue of capital by the companies listed with any stock exchange in Bangladesh:
Provided, however, that these conditions or Code are imposed on ‘comply’ basis; the companies listed with any stock exchange in Bangladesh shall comply with these conditions or Code in accordance with the condition No. 9.
The Conditions, i.e., Corporate Governance Code:
(1.2) Independent Directors:—–
All companies shall have effective representation of independent directors on their Boards, so that the Board, as a group, includes core competencies considered relevant in the context of each company; for this purpose, the companies shall comply with the following:
(a) At least one fifth (1/5) of the total number of directors in the company’s Board shall be independent directors; any fraction shall be considered to the next integer or whole number for calculating number of independent director(s);
(b) For the purpose of this clause “independent director” means a director (i) who either does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;
Note: Need to comply with all clauses regarding Independent Director in Corporate Governance Code including the above stated clauses.
1.0 INDEPENDENT DIRECTOR
The independent directors must have the necessary independence of character and judgment. He has to be free of any connections that may lead to conflicts of interest. The independent directors) shall be appointed by the board of directors and approved by the shareholders in the Annual General Meeting (AGM). The post of independent directors) cannot remain vacant for more than 90(ninety) days. The tenure of office of an independent director shall be for a period of 3 (three) years, which may be extended for l(one) term only. That someone will be considered independent:
a) who either does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;
b) who is not a sponsor of the company and is not connected with the company’s any sponsor or director or shareholder who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship. His/her family members also should not hold above mentioned shares in the company:
Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members;
c) who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies;
d) who is not a member, director or officer of any stock exchange;
e) who is not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market;
f) who is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company’s statutory audit firm;
g) who shall not be an independent director in more than 3 (three) listed companies;
h) who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a bank or a Non-Bank Financial Institution (NBFI);
i) who has not been convicted for a criminal offence involving moral turpitude.
2. Qualification of Independent Director (ID)
An independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial, regulatory and corporate laws and can make meaningful contribution to business. The person should be a Business Leader/ Corporate Leader/ Bureaucrat/ University Teacher with Economics or Business Studies or Law background/Professionals like Chartered Secretaries, Chartered Accountants &, Cost & Management Accountants. The independent director must have at least 12 (twelve) years of corporate management/ professional experiences. In special cases the above qualifications may be relaxed subject to prior approval of the Bangladesh Securities & Exchange Commission (BSEC). The qualification for appointment may be changed under the BSEC/ regulatory guidelines issued or to be issued from time to time.
3. Independent Directors’ Role & Responsibilities
The independent directors when appointed in the board of directors of the company will be treated and regarded as the non-executive directors of the company. The roles, responsibilities and standards of the independent directors would the same as like as the non-executive directors of the company. All relevant regulatory provisions as applicable to the non-executive directors of the company would also be applicable to the independent directors as long as he holds the office of the independent director of this company.