Corporate Governance Practice in Bangladesh

Table of Contents
 Introduction.........................................................................................................................................
 Definition of Corporate Governance........................................................................................
 Objectives of Corporate Governance.......................................................................................
 Importance of Corporate Governance.....................................................................................
 Sectors Involved in Bangladesh Economy................................................................................
 Emergence of Corporate Governance in Bangladesh..............................................................
 Regulatory Bodies for Corporate Governance Practice...........................................................
 Compliance Status of Corporate Governance Guidelines in Pharmaceutical Industry...........
 Advantages and Disadvantages of Corporate Governance Practice in Pharmaceutical
Industry..........................................................................................................................................
Advantages of Corporate Governance..............................................................................
Disadvantages of Corporate Governance..........................................................................
 Conclusion..............................................................................................................................
 References..............................................................................................................................
 Corporate Governance Practice in Bangladesh

Introduction
Corporate Governance is a concept and administrative framework to introduce basic
directions and viewpoints for managing a business unit with best interest. It shows and
determine a new and creative vision of business, where a set of core values, better
managerial control, compassing human rights, making better coordination between
business and society may be possible.
It is concerned with holding the balance between social and economic goals and between
individual and communal goals. It is also a conscious, deliberate, and sustained system to
make a judicious balance between its own interest and the interest of various constituents
in the environment in which it is operating.
It deals with the way companies are directed and controlled by the Board of Directors in
order to create and enhance stakeholders’ value by appropriately crafting the corporate
strategy that creates tomorrow’s organization. Corporate governance ensures how
effectively the Board of Directors and management are discharging their functions in
building and satisfying stakeholders’ confidence.

Definition of Corporate Governance

Corporate Governance refers to the way in which companies are governed and to what
purpose. It identifies who has power and accountability, and who makes decisions. It is, in
essence, a toolkit that enables management and the board to deal more effectively with the
challenges of running a company. Corporate governance ensures that businesses have
appropriate decision-making processes and controls in place so that the interests of all
stakeholders (shareholders, employees, suppliers, customers, and the community) are
balanced. (The Chartered Governance Institute UK & Ireland, 2021)
Governance at a corporate level includes the processes through which a company’s
objectives are set and pursued in the context of the social, regulatory and market
environment. It is concerned with practices and procedures for trying to make sure that a
company is run in such a way that it achieves its objectives, while ensuring that stakeholders
can have confidence that their trust in that company is well founded. (The Chartered
Governance Institute UK & Ireland, 2021)
As the home of good governance, the Institute believes that good governance is important
as it provides the infrastructure to improve the quality of the decisions made by those who
manage businesses. Good quality, ethical decision-making builds sustainable businesses and
enables them to create long-term value more effectively. (The Chartered Governance
Institute UK & Ireland, 2021)
 Corporate Governance Practice in Bangladesh

Objectives of Corporate Governance

The objectives of corporate governance are to make efficient management as well as inspire
and strengthen the trust and confidence of the people by ensuring business’s commitment
to higher growth and development.
It seeks to achieve the objectives as stated here:
1. To develop better and most efficient management of business organization
2. To develop more applicable criteria towards performing the task
3. Holding the balance between social and economic goals
4. To encourage the efficient use of scarce resources
5. To ensure perspective workplace management
6. To develop the business transactions to be based on values
7. To develop the confidence and interest among the businessmen and society at large
towards the social reforms
8. To develop a better working environment to get some patterns of democratic style
9. The managerial cadres are required to create wealth legally and ethically
10. To bring a high level of satisfaction to customers, employees, investors, and the
society at large
11. To determine the level and composition of accountabilities
12. To make balanced representation of adequate number of non-executives and
independent executives in the board of directors who will take care of the interest
and well-being of all the stakeholders
13. To adopt transparent procedures and practices and arrive at decisions on the
strength of adequate information
14. To provide disclosures to all the relevant facts and information to stakeholders and
other partners of the business
15. To make effectively and regularly monitor and control the affairs and functioning of
the managerial group of the concern. (Business Management Ideas, n.d.)

Importance of Corporate Governance

Some companies may view corporate governance as an unnecessary and costly process.
However, a proper corporate governance system has many advantages. While corporate
governance can benefit companies, its importance relies on how companies use it. As
mentioned, corporate governance defines the rules, principles, and regulations that
companies can use for control and direction. But for these to be effective, companies must
use them properly.
There are several reasons why corporate governance is important. As stated above, the
need for corporate governance comes from past high-profile failures. Corporate governance
ensures these companies don’t suffer problems. To this article, we bring in the 8 importance
of corporate governance as below.
 Corporate Governance Practice in Bangladesh

1. Minimize Agency Problems

Agency is when one entity acts as another entity’s agent. In companies, the management
acts on behalf of the shareholders, which is a type of agency relationship. In some instances,
the board of directors may not act in the shareholders’ best interests. Corporate governance
tackles that problem by ensuring the objectives of both the shareholders and the
management are in line.

2. Protect Stakeholders
Apart from minimizing agency problems, corporate governance protects a company’s other
stakeholders as well. These may include both internal and external stakeholders. Corporate
governance defines the relationship that companies must have with their stakeholders. By
doing so, it ascertains that each stakeholder’s rights are clear for companies to fulfill.

3. Attract Investors
Corporate governance provides companies with a system for best practices. Through this, it
ensures a company’s operations are efficient. As mentioned, it also protects shareholders’
and other stakeholders’ rights. When investors look for companies to invest in, they will
always prefer companies with good corporate governance. This way, corporate governance
can attract new investors.

4. Promotes Accountability
A good corporate governance system ensures that companies follow a sound, transparent,
and credible financial reporting system. This way, corporate governance helps promote
accountability in a company. This accountability can also help in the above aspects, helping
attract more investors or protect stakeholders.

5. Mitigate Risks
Corporate governance also focuses on risk mitigation for companies. One of the areas that
help with this is the audit committee or risk committee. These committees are responsible
for managing and mitigating a company’s risks from various sources. By defining such
committees, corporate governance ensures that the risks that companies face are minimal.

6. Ensure Compliance
Companies are complex business structures. Therefore, they must comply with various rules
and regulations. Corporate governance also applies to this area as it ensures companies
meet these obligations. Compliance with rules and regulations is also a part of a company’s
risk management process. By complying with rules and regulations, companies can avoid
any unnecessary issues.

7. Improve Efficiency
Corporate governance also helps companies maximize operational and organizational
efficiency. Many companies have ineffective governance, which also translates into below-
 Corporate Governance Practice in Bangladesh

average performance. Corporate governance lays the foundation for how a company
handles its operations, uses its resources, applies innovation, and implements corporate
strategies. Through these, it also improves a company’s efficiency.

8. Ensure Corporate Social Responsibility

One area that corporate governance introduces is corporate social responsibility. It usually
applies to how companies interact with the environment in which they operate. Corporate
social responsibility enables companies to consider the impact their operations have on the
environment. Similarly, it promotes sustainability and social responsibility. (Accounting Hub,
2022)

Sectors Involved in Bangladesh Economy

1. Agriculture
i. Agriculture and Forestry
ii. Crops and Horticulture
iii. Animal Farmings
iv. Forest and Related Services
v. Fishing
2. Industry
i. Mining and Quarrying
ii. Natural Gas and Crude Petroleum
iii. Other Mining and Coal
iv. Manufacturing
v. Large and Medium Scale
vi. Small Scale
vii. Electricity, Gas, and Water Supply
viii. Construction
3. Service
i. Wholesale and Retail Trade; Repair of Motor Vehicles, Motorcycles, and
Personal and Household Goods
ii. Hotel and Restaurants
iii. Transport, Storage and Communication
iv. Land Transport
v. Water Transport
vi. Air Transport
vii. Support Transport Services, Storage
viii. Post and Tele Communications
ix. Financial Intermediations
x. Monetary Intermediation (Banks)
xi. Insurance
xii. Other Financial Auxiliaries
xiii. Real Estate, Renting and Business Activities
 Corporate Governance Practice in Bangladesh

xiv. Public Administration and Defense

xv. Education
xvi. Health And Social Works
xvii. Community, Social and Personal Services
(EMBASSY OF THE PEOPLE'S REPUBLIC OF BANGLADESH, 2022)

Economic Activity by Sector Agriculture Industry Services

Employment by Sector (in % of Total Employment) 37.6 21.4 39.8
Value Added (in % of GDP) 13.1 27.8 53.5
Value Added (Annual % Change) 3.0 10.2 6.2
Source: World Bank, Latest Available Data

Emergence of Corporate Governance in Bangladesh

The enforcement of law in Bangladesh is either very poor or difficult to enforce. The degree
of compliance with existing financial regulation is historically very low in Bangladesh (Ahmed
and Nichollas 1994). Such poor law enforcement is exemplified by occurrences of the 1996
Bangladesh stock market collapse, in which a syndicate of company directors and brokers
had proceedings brought against them by the Securities and Exchange Commission of
Bangladesh. Subsequently there is no evidence of punishment to these company directors
and the brokers of the syndicate, because the proceedings were abandoned due to poor
enforcement of the law. This example suggests that the investor’s protection is very low in
Bangladesh, and so poor corporate governance is of increased concern.
The first instance of corporate governance disclosure in Bangladesh is Padma Textile, a
subsidiary of the BEXIMCO group of companies, who published two pages in their annual
report on corporate governance, stating “recognizing the importance of it, the board and
other senior management remained committed to high standards of corporate
governance”. Thereafter the report contains a series of statements about “internal financial
control”, “management structure of the company”, “financial reporting”, etc. (cited in
Haque, 2002). However, companies in Bangladesh are not required to report information on
corporate governance in their financial reports (OECD, 2003). The corporate governance
practices were only made mandatory for the first time in Bangladesh following the SECB
announcement of “Corporate Governance Notification” in 2006.

Regulatory Bodies for Corporate Governance Practice

The corporate legal framework in Bangladesh consists of certain Acts and Ordinances,
numerous subordinate legislative instruments such as orders, notifications, rules,
regulations, and circulars, which are issued by the
 Government,
 Bangladesh Bank,
 Securities and Exchange Commission (SECB),
 National Board of Revenue (NBR)
 Corporate Governance Practice in Bangladesh

 Other governmental agencies.

 Stock exchanges,
 Chambers of commerce
 Other self-regulatory agencies in the private sector also form a part of the legal and
regulatory framework for corporate governance in Bangladesh.

On 1st January 1995, the new Companies Act of 1994 came into effect. Among several types
of legislation, the „Companies Act 1994‟ is the main governing law for the companies in
Bangladesh. This law was put in effect to provide more accountability and openness in
managing the companies, leading to greater confidence in the corporate environments.
However, that Act does not say anything regarding the ultimate share ownership, director’s
qualifications, age, composition of the board and the leadership structures in the board and
management, particularly the role of chairperson5 and CEO, director’s responsibility etc.
Rather, the law is very much related to the formation, management, and liquidation of
companies.

The capital markets in Bangladesh are regulated by several types of legislation, including
 the Trust Act 1882,
 Capital Issues (Continuance of Control) Act 1947,
 Securities and Exchange Ordinance 1969,
 Securities and Exchange Rules 1987,
 Securities and Exchange Commission Act 1993,
 Securities and Exchange Commission (Amendment) Act 1993,
 Securities and Exchange Commission (Brokers, Stock-Dealers, Stockbrokers and
Authorized Representative) Regulation 1994,
 Securities and Exchange Commission (Merchant Bankers and Portfolio Managers)
Regulation 1994,
 Securities and Exchange Commission (Mutual Funds) Regulation 1994,
 Prohibition of Insider Trading Regulation 1995,
 Initial Public Offering (IPO) Rules 1998,
 The Depository Act 1999 and
 Margin Rules 1999.
Moreover, there are some specific rules and regulations which are issued by SECB
from time to time for controlling the operation of stock exchanges, companies and
share markets.

Compliance Status of Corporate Governance Guidelines in

Pharmaceutical Industry
To understand the corporate governance practice in Bangladesh, we have chosen Square
Pharmaceuticals Limited. Square Pharmaceuticals Limited practices a good corporate
governance. Let’s see the corporate governance compliance status of Square
Pharmaceuticals Limited below –

Under Condition # 1(5)(xxvii) of CGC

 Corporate Governance Practice in Bangladesh

Condition Title Compliance Status Remarks

No. Compiled Not Compiled (If any)
1.00 Board of Directors
1.(1) Board Size (minimum - 5 and maximum - 20) √
1.(2) Independent Director
1.2.(a) 1/5th of total as Independent Director (ID) √
1.2 (b) (i) Does not hold any share of less than 1% shares in the Company √
1.2(b) (ii) Not a Sponsor of the Company √
1.2 (b)(iii) Who has not been an executive of the company √
1.2 (b)(iv) Does not have other relationship √
1.2 (b)(v) Not a Member or TREC, Director or Officer of any Stock Exchange √
1.2 (b)(vi) Not a Shareholder/Director/Officer of any Member/TREC holder of Stock Exc √
1.2 (b)(vii) 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
1.2 (b)(viii) Not an Independent Director in more than five listed Companies. √
1.2 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment √
of any loan/advance to a Bank or a Non-Bank Financial Institution.
1.2 (b)(x) Not convicted for a Criminal Offence √
1.2 ( c ) Appointed by the Board and approved by the shareholders in AGM. √
1.2 (d) Post cannot remain vacant more than 90 days. √
1.2 (e) Tenure of the Independent Director. √
1.3 Qualification of Independent Director
1.3(a) Independent Director shall be a knowledgeable individual. √
1.3(b)(i) Business Leader who is or was a promoter or director of an unlisted √
1.(3)(b)(ii) Should be a Corporate Leader/Business Leader. √
1(3)(b)(iii) Former official of government. √
1(3)(b)(iv) University Teacher who has educational background in Economics or √
Commerce or Business Studies or Law.
1(3)(b)(v) Professional Chartered Accountant/ Secretary or equivalent qualification. √
1 (3) ( c) The independent director shall have at least 10(ten) years of experiences. √
1 (3) (d) Relaxation in special cases. N/A
1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer
1(4)(a) The posts of Chairperson of the board and CEO are different individuals. √
1(4)(b) MD and/or CEO of a listed Company shall not hold the same position in √
another listed Company.
1(4)(c) The Chairperson shall be elected form among the non-executive directors. √
1(4)(d) The Board shall clearly define respective roles and responsibilities of the √
Chairperson and the Managing Director and/or CEO.
1(4)(e) In absence of Chairperson of the Board etc. √
1(5) The Directors’ Report to Shareholders :
1(5)(i) Industry outlook and possible future developments in the industry √
1(5)(ii) Segment-wise or product-wise performance √
1(5)(iii) Risks and concerns including internal and external risk factor. √
1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin. √
1(5)(v) Discussion on continuity of any extraordinary activities and implications. √
1(5)(vi) Detailed discussion and statement on related party transactions. √
1(5)(vii) Utilization of proceeds from public/rights issues and/or through any others. N/A
1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO, N/A
RPO, Rights Offer, Direct Listing, etc.
1(5)(ix) Explanation by the Management if significant variance occurs between N/A
Quarterly Financial Performance and Annual Financial Statements.
1(5)(x) Remuneration to Directors including Independent Director. √
Statement that financial statements prepared by the management of the
1(5)(xi) issuer present fairly its state of affairs, the result of its operations, cash flows √
and changes in equity.
 Corporate Governance Practice in Bangladesh

1(5)(xii) Proper books of account of the issuer company have been maintained. √
Appropriate accounting policies have been consistently applied in preparation
1(5)(xiii) to the financial statements and that the accounting estimates are based on √
reasonable and prudent judgment.
International Accounting Statement (IAS) Bangladesh Accounting Standard
(BAS) /International Financial Reporting standard (BFRS), as applicable in
1(5)(xiv) √
Bangladesh, have been followed in preparation of the financial statements
and any departure there-from has been adequately disclosed.
1(5)(xv) The system of internal control is sound in design and has been effectively √
implemented and monitored.
A statement that minority shareholders have been protected from abusive
1(5)(xvi) actions by, or in in the interest of, controlling shareholders acting either √
directly or indirectly and have effective means of redress.
1(5)(xviii) Significant deviations from the last year’s operation results of the issuer √
company shall be highlighted and the reasons there of should be explained.
1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be √
summarized.
1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year, N/A
the reasons there of shall be given.
1(5)(xxi) Board’s statement to the effect that no bonus shares or stock dividend paid N/A
as interim dividend.
1(5)(xxii) The number of Board meetings held during the year and attendance by each √
Director shall be disclosed.
1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise √
details).
1(5)(xxiii) Parent/Subsidiary/Associated Companies and other related parties √
(a) (name wise details).
1(5)(xxiii) Directors, CEO, Company Secretary, CFO, HIAC and their spouses and minor √
(b) children (name wise details).
1(5)(xxiii) Executives √
(c)
1(5)(xxiii) Shareholders holding ten percent (10%) or more voting interest in the √
(d) company (name wise details).
1(5)(xxiv) A brief resume of the director in case of appointment or reappointment. √
(a)
1(5)(xxiv) Nature of his/her expertise in specific functional areas. √
(b)
1(5)(xxiv) Names of the companies in which the person also holds the directorship and √
(c )
1(5)(xxv) Management discussion and analysis signed by CEO/MD presenting detail analysis of the company’s position and
operations.
1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements. √

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on √

absolute figure for such changes
1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current √
financial year with immediate preceding five years explaining reasons
1(5)(xxv)(d) Compare such financial performance or results and financial position as well √
as cash flows with the peer industry scenario.
1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe. √

1(5)(xxv)(f) Risks and concerns issues related to the financial statements. √

1(5)(xxv)(g) Future plan or projection or forecast for company’s operation shall be √

explained to the shareholders in the next AGM
1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required √
under condition No. 3(30) shall be disclosed as per Annexure-A
1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this √
Code as required under condition No. 9 shall be disclosed
1(6) Meeting of the Board of Directors

1(6) Compliance under Bangladesh Secretarial Standards (BSS). √

1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer
 Corporate Governance Practice in Bangladesh

1(7)(a) The Board shall lay down a code of conduct, based on the recommendation of √
the Nomination and Remuneration Committee(NRC)
1(7)(b) The code of conduct as determined by the NRC shall be posted on the √
website of the company including, among others, prudent conduct and
2 behavior…..Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company √
shall be made applicable to the composition of the Board of the subsidiary.
2(b) company Independent Director of holding company also in the subsidiary √
company.
2(c) Minutes of subsidiary to be placed in the meeting of holding company. √

2(d) The minutes of the respective Board meeting of the holding company shall √
state that they have reviewed the affairs of the subsidiary company.
2(e) The Audit Committee of the holding company shall also review the financial √
statements in particular the investments made by the subsidiary company.
3 Managing Director (MD) or Chief Executive Officer, Chief Financial Officer (CFO), Head of Internal Audit and

3.1 Appointment
3(1)(a) Board shall appoint a MD or CEO, Company Secretary, CFO, and HIAC. √
3(1)(b) The positions of the MD,CEO,CS,CFO & HIAC shall be filled by different √
3(1)(c) individuals.The MD or CEO, CS, CFO, and HIAC of a listed company shall not √
hold any executive position in any other company at the same time.
3(1)(d) The Board shall clearly define respective roles, responsibilities and duties of √
the CFO, the HIAC and the CS.
3(1)(e) MD or CEO, CS, CFO, and HIAC shall not be removed from their position √
without approval of the Board and be disseminated to the commission and
3.2 exchange.Requirement to attend Board of Directors’ Meetings
3 (2) MD or CEO,CS,CFO and HIAC shall attend the meetings of the Board. √
3.3 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
3(3)(a)(i) The statements do not contain any materially untrue statement or omit any √
material fact or contain statements that might be misleading.
3(3)(a)(ii) The statements together present a true and fair view of the company’s affairs √
and are in compliance
3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report. √
3(3)( c) The certification of the MD/CEO and CFO shall be disclosed in the Annual √
4 Board of Directors’ Committee
4 (i) Audit Committee √
4 (ii) Nomination and Remuneration Committee √
5 Audit Committee
5.1 Responsibility to the Board of Directors
5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board. √
5(1) (b) Audit Committee shall assist the Board in ensuring that the financial √
statements reflect true and fair view of the state of affairs of the Company.
5(1) (c) and in ensuring a good monitoring system within the businessAudit √
Committee shall report on its activities to the Board of Directors.
5.2 Constitution of the Audit committee
5(2) (a) The Audit Committee shall be composed of at least 3 (three) members. √
5(2) (b) Board shall appoint members of the Audit Committee who shall be √
nonexecutive director.
5(2) (c ) All members of the Audit Committee should be “financially literate” and at √
least 1 (one) member shall have accounting or related financial.
5(2) (d) management experienceWhen the term of service of the Committee √
members expires or there is any circumstance causing any Committee
member to be unable to hold ….
5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee √
5(2)(f) Quorum of Audit Committee meeting, at least One independent director. √
5.3 Chairperson of the Audit Committee
5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID. √
5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one.
 Corporate Governance Practice in Bangladesh

5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM.
5.4 Meeting of the Audit Committee
5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year. √
5(4)(b) Quorum of Audit Committee, presence of 2 or 2/3 members whichever is √
5.5 Role of Audit Committee
5(5)(a) Oversee the financial reporting process. √
5(5)(b) Monitor choice of accounting policies and principles.
5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately
5(5)(d ) Performance of external auditors. √
5(5)(e) Hold meeting with the auditors, review the annual financial statements before
submission to the Board for approval or adoption.
5(5)(f ) Review with the management, the annual financial statements before
submission to the Board for approval.
5(5)(g ) Review with the management, the Quarterly and half yearly financial
statements before submission to the Board for approval.
5(5)(h ) The review adequacy of internal audit function.
5(5)(i) Review the management’s discussion and analysis before disclosing in the
Annual Report.
5(5)(j ) Review statement of all related party transactions submitted by the Mgt.
5(5)(k ) Review management letters or letter of Internal Control weakness issued by
statutory auditors.
5(5)(l ) Oversee determination of audit fees based on scope and magnitude. √
5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus. N/A
5.6 Reporting of the Audit Committee
5.6 (a) Reporting to the Board of Directors
5(6)(a)(i) The Audit Committee shall report on its activities to the Board. √
5(6)(a)(ii)(a) Report on conflicts of interests. √
5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in √
the internal audit and compliance process.
5(6)(a)(ii)(c) Suspected infringement of laws, regulatory compliance including securities √
related laws, relies and regulation.
5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be √
disclosed to the Board immediately.
5.6 (b) Reporting to the Authorities
5.7 Reporting to the Shareholders and General Investors
5(7) Reporting to the Shareholders and General Investors √
6 Nomination and Remuneration Committee (NRC)
6.1 Responsibility to the Board of Directors
6(1)(a) The company shall have a NRC as a sub-committee of the Board. √
6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy
for determining qualifications
6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing.
6.2 Constitution of the NRC
6(2)(a) The Committee shall comprise of at least three members including an ID. √
6(2)(b) All members of the Committee shall be non-executive directors.
6(2)(c) Members of the Committee shall be nominated and appointed by the Board.
6(2)(d) Board have authority to remove and appoint any member of the committee. √
6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the √
6(2)(f) Committee.The Chairperson of the Committee may appoint/co-opt any √
external expert.
6(2)(g) The company secretary shall act as the secretary of the committee. √
6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at √
least an independent director.
6(2)(i) No member of the NRC shall receive any remuneration/advisory, other than √
Director’s fees or honorarium form the company.
6.3 Chairperson of the NRC
 Corporate Governance Practice in Bangladesh

6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee √
6(3)(b) Absence of chairperson, the remaining members may elect one of them. √
6(3)(c) Chairperson of the NRC shall attend the AGM. √
6.4 Meeting of the NRC
6(4)(a) The NRC shall conduct at least one meeting in a financial year. √
6(4)(b) The Chairperson of the NRC, may convene any emergency meeting. √
6(4)(c) Quorum of NRC meeting, presence of 2 or 2/3 members whichever is higher. √
6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such √
minutes shall be confirmed in the next meeting.
6.5 Role of NRC
6(5)(a) NRC shall be independent and responsible/accountable to the Board and to √
the shareholders.
6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract, √
retain and motivate suitable directors to run the company
6(5)(b)(i)(b) successfully.Relationship of remuneration to performance is clear and meets √
appropriate performance benchmarks.
6(5)(b)(i)(c) Remuneration to directors, top level executive involves a balance between √
fixed and incentive pay reflecting short and long term performance.
6(5)(b)(ii) Devising a policy on Board’s diversity taking into consideration age, experience √
etc.
6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend √
their appointment and removal to the Board.
6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors √
and the Board.
6(5)(b)(v) Identifying company’s needs for employees at different levels and determine √
their selection, transfer or replacement.
6(5)(b)(vi) Developing recommending and reviewing annually the company’s human √
resources and training policies.
6(5)(c ) The company shall disclose the nomination and remuneration policy and the √
evaluation criteria and activities of NRC at a glance in its annual report.
7 External or Statutory Auditors
7(1) Issuer company shall not engage its external auditors to perform the following:
7(1)(i) Appraisal or valuation services or fairness opinions. √
7(1)(ii) Financial information systems design and implementation. √
7(1)(iii) Book keeping or other service related to the account ion records. √
7(1)(iv) Broker–dealer services √
7(1)(v) Actuarial services √
7(1)(vi) Internal/special audit services. √
7(1)(vii) Any services that the Audit Committee may determine. √
7(1)(viii) Certification services on compliance of corporate governance. √
7(1)(ix) Any other service that may create conflict of interest. √
7(2) No partner or employees of the External/Statutory Auditors audit firms shall √
possess any share of the company they audit at least during the tenure.
7(3) Representative of External Auditors shall remain present in the AGM. √
8 Maintaining a website by the company
8(1) The company shall have an official website linked with that of the stock √
8(2) The company shall keep the website functional from the date of listing. √
8(3) The company shall make available the detailed disclosures on its website as √
required under the listing regulations of the concerned stock exchanges.
9 Reporting and Compliance of Corporate Governance
9(1) The company shall obtain a certificate from a practicing professional firm on √
yearly basis regarding compliance of conditions of Corporate.
9(2) Governance and such certificate shall be disclosed in the Annual Report The √
professional who will provide the certificate on compliance of
Corporate Governance shall be appointed by the Shareholders in the AGM.
The directors of the company shall state, in accordance with the AnnexureC
9(3) attached, in the directors report whether the company has complied with √
these conditions.
Source: Annual Report 2021, Square Pharmaceuticals LTD.
 Corporate Governance Practice in Bangladesh

Advantages and Disadvantages of Corporate Governance

Practice in Pharmaceutical Industry

 Advantages of Corporate Governance

A good firm can become a great one with effective corporate governance. Leaders in any
field are at the helm of their respective industries due to excellent corporate governance
standards.

1. Compliance with laws

With corporate governance in place, compliance with various laws is simple, as corporate
governance encompasses the rules, regulations, and policies that allow a corporation to stay
compliant and operate without any hassles or legal inconveniences.

2. Less fines and penalties

As the legal compliance component is taken care of thanks to corporate governance
standards, businesses can save a lot of money on unnecessary fines and compliances and
devote those funds to more important company goals.

3. Better management
With a structure in place for how the entity runs and how it functions on a day-to-day basis,
managing operations and meeting targets becomes a lot easier. Under effective corporate
governance principles, the work environment takes care of itself, creating teamwork, unity,
efficiency, and a desire to succeed.

4. Reputation and relationships

Companies with effective corporate governance can recruit investors and external financiers
with relative ease, thanks to their excellent reputation and brand image. Transparency, or
the practice of sharing crucial internal information with stakeholders, is one of the pillars of
corporate governance. This strengthens the entity’s relationship with its stakeholders and
sows the seeds of trust between the company and the public.

5. Conflicts and deceptions of a lesser magnitude

Employees are encouraged to be morally mindful in every circumstance they meet by the
norms imposed in the workplace, which eliminates the chance of fraud and conflict between
employees.
(Legal Rassta, 2022)
 Corporate Governance Practice in Bangladesh

 Disadvantages of Corporate Governance

When it comes to smaller organizations, there may be some complications because the
shareholders may function as directors and managers without any separation. Considering
this, the following conclusions can be drawn:

1. The cost of keeping legally compliant

Businesses face a slew of regulations that must be adhered to, with each industry attracting
its own set of legislation. Corporate governance ensures legal observance, but it comes at a
high cost.

2. Increased costs
Considering all of the regulations that must be satisfied, the administrative costs for
organizations with corporate governance are quite high. Here are a few documents that
must be kept up to date: -
i. Sales and purchases of stock.
ii. Records of legal compliance.
iii. Annual registration.
3. Maintenance of segregation
Regardless of the size of the company, all formalities and standards must be followed
without exception. Failure to follow these regulations exposes the company to significant
risk, such as “piercing of the corporate veil,” in which the corporation’s separate legal entity
status is disregarded to get insight into what goes on behind closed doors.

4. The principal-agent conflict

It is usual practice in large organizations to pick a well-known management with a proven
track record to oversee the day-to-day operations of the company. Unfortunately, this can
lead to a conflict between shareholders and managers, as they may have quite different
goals and viewpoints. This frequently results in a clash between the two, impacting the
company’s overall capacity to manage operations smoothly and efficiently.
(Legal Rassta, 2022)

Conclusion
Corporate governance is a set of policies, procedures, and regulations that govern, regulate,
and control businesses. The phrase refers to both internal and external elements that affect
the interests of a company’s stakeholders, such as shareholders, customers, suppliers,
government agencies, and management.
At present the need for strengthening the corporate governance in Bangladesh arises with a
global demand for a sound and transparent corporate world system. Corporate governance
was viewed as the total system or control mechanisms, external or internal, that provided
 Corporate Governance Practice in Bangladesh

an effective means of good corporate behavioral process. This process ensures

accountability of those who matter most in the process and maximizes the value for the
shareholders in a fully transparent manner. Failure in institutions, legal enforcement and
market behavior resulted in weak corporate governance in Bangladesh. Many companies
listed in the stock exchange in Bangladesh pay inadequate attention to follow the ‘rules of
businesses and full disclosure of information and demonstrate lack of corporate norms and
responsibility. But this is hopeful that there is no serious scandal in respect of corporate
governance in Bangladesh. It is seen that in many areas, system did not provide adequate
incentives and motivations in terms of legal, institutional, or economic, for the shareholders
to encourage and enforce good corporate governance. As a result, they added, there were
hardly any rewards for the companies that instituted good corporate governance practices
and no penalties for failing to do so. Dhaka Stock Exchange is going to incorporate corporate
governance principles in the list of the stock exchange to ensure a competitive atmosphere
in the capital market. However, the Securities and Exchange Commission notified certain
further conditions for the public listed companies with any stock exchange in Bangladesh,
on mandatory basis, to improve corporate governance in the interest of investors and the
capital market.
 Corporate Governance Practice in Bangladesh

References
(n.d.). Retrieved from The Chartered Governance Institute UK & Ireland:
https://www.cgi.org.uk/about-us/policy/what-is-corporate-governance
(n.d.). Retrieved from Business Management Ideas:
https://www.businessmanagementideas.com/company-management/corporate-
governance-company-management/corporate-governance/21145
(2021). Retrieved from The Chartered Governance Institute UK & Ireland:
https://www.cgi.org.uk/about-us/policy/what-is-corporate-governance
(2022). Retrieved from Accounting Hub: https://www.accountinghub-online.com/8-
importance-of-corporate-governance/
(2022). Retrieved from EMBASSY OF THE PEOPLE'S REPUBLIC OF BANGLADESH:
https://bangladeshembassy.ru/economy-trade-investment/overview-of-bangladesh-
economy/
(2022, January 02). Retrieved from Legal Rassta:
https://www.legalraasta.com/blog/principle-corporate-governance/#Advantages_of
_Corporate_Governance