Programme Bachelors of Business Administration (BBA)

Course name Intermediate Financial Accounting I (ACT310)

INSTRUCTOR Rakibul Hasn, CPA, ACMA (RKB)

Semester Summar 2017

1.MD TANBIR HOSSAIN 1512553030

2.S.M ANAITUR RAHMAN 1510446030

Student Name & Id 3.MD MAFIJUL ISLAM 1511261030

Report/Assignment Title Analysis of BRAC BANK Annual Report 2015

Date of Submission
April 10, 2017

SECTION: 01

Declaration of Original Work:

I/we hereby declare that I/we have read and understood about plagiarism and that this is
my/our original work, researched, undertaken, completed and submitted in accordance
with the requirements of NSU School of Business & Economics. The word count,
excluding contents table, bibliography and appendices, is ___4800_______ words.

Date: April 10, 2017

By submitting this coursework I/we agree to all rules and regulations of North South
University regarding assessments and awards for programmes.

North South University

1
December 7th, 2016

Rakibul Hasan, CPA, ACMA

Lecturer,
Department of Accounting & Finance.
School of Business & Economics
North South University

Subject: Submission of group project.

Dear Sir,

Here is the group project on ‘‘BRAC BANK of accounting 310” that you asked us to
prepare as a part of requirement for our ACT 310 course.
In presenting this project, we have put our level best effort to include all the relevant
explanation to make this project comprehensive.
It was a fascinating experience for us to prepare this project. We are overwhelmed with
gratitude for succoring us to evolve our project writing skills. If further clarification
regarding this project is required, we will be available by any means.

Regards,
MD TANBIR HOSSAIN
S.M ANAITUR RAHMAN
MD MAFIJUL ISLAM

2
Contents
1.0 Board of Directors ................................................................................. 4
1.1 Board‟s Size ...................................................................................... 4
1.2 Independent Directors: ...................................................................... 4
1.3 Qualification of Independent Director (ID).......................................... 7
1.4 Chairman of the Board and Chief Executive Officer .......................... 7
1.5 The Directors‟ Report to Shareholders .............................................. 8
2. CHIEF FINANCIAL OFFICER (CPO),HEAD OF INTERNAL AUDIT AND
COMPANY SECTECT ARY(CS): ............................................................. 13
2.1 Appointment .................................................................................... 13
2.2 Requirement to attend the Board meetings ..................................... 13
3. AUDIT COMMITTEE: ............................................................................ 13
3.1 Constitution of the audit committee ................................................. 14
3.2 Chairman of the Audit Committee.................................................... 15
3.3 Role of Audit Committee: ................................................................. 16
3.4 Reporting of the Audit Committee.................................................... 18
3.4.1 Reporting to the Board Directors ............................................... 18
3.4.2 Reporting to the Authorities....................................................... 19
3.5 Reporting to the Shareholders and General Investors ..................... 19
4. EXTERNAL/STATUTORY AUDITORS: ................................................ 19
5. SUBSIDIARY COMPANY: ................................................................ 21
6. DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF
FINANCIAL OFFICER (CFO):................................................................... 22
7. REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE:
................................................................................................................. 23
CONCLUSION .......................................................................................... 23

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 ANNUAL REPORT 2015

The Conditions:

1.0 Board of Directors

1.1 Board’s Size

It does comply.
The number of the board members of the company shall not be less than 5 (five) and
more than 20 (twenty). And the BRAC Bank has 7 (seven) board members. (Page,38-
45)

1.2(i) Independent Directors:

It does comply.
At least one fifth (1/5) of the total number of directors in the company‟s board shall be
independent directors. And the BRAC Bank has more than one independent number of
directors. (Page-47)
1.2 (ii) a)
It does comply.
Independent director‟ means a director who either doesn‟t hold any share in the
company or holds less than one percent (1%) shares of the total paid-up shares of the
company. And the independent directors of BRAC Bank don‟t have any share of the
company. (Page-47)

4
1.2 (ii) b)
It does comply.
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. (Page-47)
1.2(ii) c)
It does comply.
Independent director‟ who does not any other relationship, whether pecuniary or
otherwise, with the company or its subsidiary/associated companies. The independent
directors of BRAC Bank don‟t have any relationship with the company or its
subsidiary/associated companies. (Page-47)
1.2 (ii) d)
It does comply.
Independent director‟ who is not a member, director or officer of any stock exchange.
Any independent directors of BRAC Bank is not a a member or officer of any stock
exchange. (Page-45, 44, 42)

1.2(ii) e)
It does comply.
Independent director‟ who is not a shareholder, director or officer of any member of
stock exchange or an intermediary of the capital market. Any independent directors of
BRAC Bank is not a shareholder or officer of any stock exchange or an intermediary of
the capital market. (Page-45,44,42)
1.2(ii) f)
It does comply.
„Independent director‟ who is not a partner or an executive or was not a partner or an
executive during the preceding 3 (three) years of any statutory audit firm. Any
independent directors of BRAC Bank is not a partner or an executive or was not a
partner or an executive during the preceding 3 (three) years of any statutory audit firm.
(Page-45, 44, 42)
1.2(ii) g)
It does comply.
Who shall not be an independent director in more than 3 (three) listed companies;

5
Any independent director of BRAC Bank is not an independent director in more than 3
(three) listed companies. (Page no.-44)

1.2(ii) h)
It doesn‟t comply.
Who has not been convicted by a court of competent jurisdiction as a defaulter in in
payment of any loan to a bank or a Non-Bank Financial Institution(NBFI);
In the annual report of BRAC Bank, there is no such information that justifies this
condition.
1.2(ii) i)
It doesn‟t comply.
Who has not been convicted for a criminal offense involving moral turpitude;
In the annual report of BRAC Bank, there is no such information that justifies this
condition.
1.2(iii)
It does comply. The independent director(s) shall be appointed by the board of directors
and approved by the shareholder in the Annual General Meeting (AGM).

The independent director(s) of BRAC Bank was appointed by the board of directors and
approved by the shareholder in the Annual General Meeting (AGM). (Page no.- 09)
1.2(iv)
It doesn‟t comply.
The post of independent director(s) cannot remain vacant for more than 90 (ninety)
days;
In the annual report of BRAC Bank, there is no such information that justifies this
condition.
1.2(v)
It doesn‟t comply.
The board shall lay down a code of conduct of all Board members and annual
compliance of the code to be recorded;
In the annual report of BRAC Bank, there is no such information that justifies this
condition.

6
1.2(vi)
It doesn‟t comply.
The tenure of office of an independent director shall be for a period of 3 (three) years,
which may be extended for 1 (one) term only;
In the annual report of BRAC Bank, there is no such information that justifies this
condition.

1.3 Qualification of Independent Director (ID)

1.3(i)
It does comply.
Independent director shall be a knowledgeable individual with the integrity who is able
to ensure compliance with financial, regulatory and corporate laws and can make
meaningful contribution to business.
Independent director of BRAC Bank is a knowledgeable individual.(Page no.-44)
1.3(ii)
It does comply.
The person should be a Business Leader/Corporate Leader/Bureaucrat/University
teacher with Economics or Business Studies or Law background/Professionals like
Chartered Accountants, Cost & Management Accountants, Chartered Secretaries. The
independent director must have at least 12 (twelve) years of corporate
management/professional experiences.
Independent director of BRAC Bank has at least 12 (twelve) years of professional
experiences.(Page no.-42)
1.3(iii)
No, there is no such case.
In special cases the above qualification may be relaxed subject to prior approval of the
commission;

1.4 Chairman of the Board and Chief Executive Officer

It does comply.
The positions of the Chairman of the Board and the Chief Executive Officer of the
companies shall be fulfilled by different individuals. The Chairman of the company shall
be elected from among the directors of the company. The Board of the Directors shall

7
clearly define respective roles and responsibilities of the Chairman and the Chief
Executive Officer.
Mentioned positions are filled with different individuals with assigning their respective
roles clearly.(Page no.-253) [Point no.- 47.2(ii)]

1.5 The Directors’ Report to Shareholders

1.5(i)
It does comply.
Industry outlook and possible future developments in the industry;
This condition is specifically defined.(Page no.-55)
1.5(ii)
It does comply.
Segment-wise or product-wise performance;
BRAC Bank operates segment wise.(Page no.-91)
1.5(iii)
It does comply.
Risk and concerns;
The management of BRAC Bank is fully aware of the risk and associated concerns.
(Page no.-217)
1.5(iv)
It does comply.
A discussion on COGS, Gross Profit Margin, Net Profit Margin;
There is numerical data about this condition in the annual report of BRAC Bank.(Page
no.-58)
1.5(v)
It doesn‟t comply.
Discussion on continuity of any Extra-Ordinary gain or loss;
In the annual report of BRAC Bank, there is no such information that justifies this
condition.
1.5(vi)
It does comply.

8
Basis for related party transactions- a statement of all related party transactions should
be disclosed in the annual report;
All related party transactions have been disclosed in the annual report of BRAC
Bank.(Page no.-253) [Point no.-47.2(i)]
1.5(vii)
It doesn‟t comply.
Utilization of proceeds from public issues, rights issues and/or through any others
instruments;
In the annual report of BRAC Bank, there is no such information that justifies this
condition.
1.5(viii)
It doesn‟t comply.
An explanation if the financial results deteriorate after the company goes for IPO, RPO,
Rights Offer, Direct Listing etc.;
In the annual report of BRAC Bank, there is no such information that justifies this
condition.
1.5(ix)
No, there is no such case.
If significant variance occurs between Quarterly Financial performance and Annual
Financial Statements the management shall explain about the variance on their Annual
Report;
1.5(x)
It does comply.
Remuneration to directors including independent directors;
Remuneration to directors has been paid.(Page no.-60)
1.5(xi)
It does comply.
The Financial Statements prepared by the management of the issuer company present
fairly its state of affairs, the result of its operations, cash flows and changes in equity;
Relevant notes are given in the annual report of BRAC Bank. (Page no.-102 to 107)
1.5(xii)

9
It does comply.
Proper books of account of the issuer company have been maintained;
In the annual report of BRAC Bank, this condition is explained properly. (Page no.-187)
[Point no.- b(iv)]
1.5(xiii)
It does comply.
Appropriate accounting policies are consistently applied in preparation of the financial
statements and that the accounting estimates are based on reasonable and prudent
judgment. In the annual report of BRAC Bank, this condition is explained properly.
(Page no.-220) (Point no.-2.18)
1.5(xiv)
It does comply.
IAS/BAS/IFRS/BFRS as applicable in Bangladesh, have been followed in preparation of
the financial statements and any departure there-from has been adequately disclosed;
BRAC Bank has been following BAS/BFRS in preparation of the financial statements
and any departure there-from has been adequately disclosed.(Page no.-216)
1.5(xv)
It does comply.
The system of internal control is sound in design and has been effectively implemented
and monitored;
BRAC Bank‟s the system of internal control is sound in design and effective.(Page no.-
218)
1.5(xvi)
It does comply.
There are no significant doubts upon the issuer company‟s ability to continue as a going
concern. If the issuer company is not considered to be a going concern, the fact along
with reasons thereof should be disclosed;
There is no significant doubt about the ability of the company to continue as a going
concern.
1.5(xvii)
It doesn‟t comply.

10
Significant deviations from the last year‟s operating results of the issuer company shall
be highlighted and the reasons thereof should be explained;

1.5(xviii)
It does comply.
Key operating and financial data of at least preceding 5 years shall be summarized;
BRAC Bank has been summarizing the key operating and financial data of last 5 years.
(Page no.-109)

1.5(xix)
No, there is no such case.
If the issuer company has not declared dividend (cash or stock) for the year, the
reasons thereof shall be given;
1.5(xx)
It does comply.
The number of board meetings held during the year and attendance by each director
shall be disclosed;
BRAC Bank has disclosed the number of board meetings held during the year and
attendance by each director. (Page no.-159)

1.5(xxi) The pattern of shareholding shall be reported to disclose the aggregate

number of shares (along with name wise details where stated below) held by:
1.5(xxi) a)
It does comply.
Parent/subsidiary/associated companies and other related parties (name wise details);
Details have been disclosed.(Page no.47)
1.5(xxi) b)
It does comply.
Directors, CEO, Company Secretary, CFO, Head of Internal Audit and their Spouses
and minor Children (name wise details);
Details have been disclosed.(Page no.47)
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1.5(xxi) c)
It does comply.
Executives;
Details have been disclosed.(Page no.84)
1.5(xxi) d)
Except BRAC, no one is holding 10% or more shares in the company. So, there is no
need for such details.
Shareholders holding 10% or more voting interest in the company; (Name wise details)
1.5(xxii) In case of the appointment/re-appointment of a director the company
shall disclose the following information to the shareholders:
1.5(xxii) a)
It does comply.
A brief resume of the director;
In the annual report of BRAC Bank at page no.- 40.
1.5(xxii) b)
It does comply.
Nature of his/her expertise in specific functional areas;
In the annual report of BRAC Bank at page no.- 40.
1.5(xxii) c)
It does comply.
Name of company in which the person also holds the directorship and the membership
of committees of the board;
In the annual report of BRAC Bank at page no.- 40.

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2. CHIEF FINANCIAL OFFICER (CPO),HEAD OF INTERNAL AUDIT AND COMPANY
SECTECT ARY(CS):

2.1 Appointment

It does comply.
The company shall appoint a Chief Financial Officer (CFO), a Head of Internal Audit
(Internal Control and Compliance) and a Company Secretary (CS). The Board of
Directors should clearly define respective roles, responsibilities and duties of the CFO,
the Head of Internal Audit and the CS. The BRAC bank shall appoint CFO, CS, internal
control and compliance and clearly define their roles and duties. ( Page - 46, 47)

2.2 Requirement to attend the Board meetings

It does comply.
The CFO and the CS of the companies shall attend the meetings of the Board of
Directors, provided that the CFO and/or CS shall not attend such part of a meeting of
the board of directors which involves consideration of an agenda item relating to their
personal matters. (Page-46)

3. AUDIT COMMITTEE:

I)
It does comply
The company shall have an Audit Committee as a sub-committee of the Board of
Directors. (Page-156)
Ii)
It does comply.
The Audit Committee shall assist the Board of Directors in ensuring that the financial
statements reflect true and fair view of the state of affairs of the company and in
ensuring a good monitoring system within the business. (Page-156)

13
iii)
It does comply.
The Audit Committee shall be responsible to the Board of Directors. The duties of the
Audit Committee shall be clearly set forth in writing. In addition to any other
responsibilities which may be assigned from time to time by the Board, the Audit
Committee is responsible and their duties are clearly set forth in writing. (Page, 156 -
159)

3.1 Constitution of the audit committee

i)
It does comply.
The Audit Committee shall be composed of at least 3 (three) members. The Board Audit
Committee of BRAC Bank Limited is comprised of three Members. (Page-156)

ii)
It does comply.
The Board of Directors shall appoint members of the Audit Committee who shall be
directors of the company and shall include at least 1 (one) independent director. BRAC
bank appoints members of audit committee of two Independent Director. (Page-156)
iii)
It does comply.
All members of the audit committee should be “financially literate” and at least 1 (one)
member shall have accounting or related financial management experience. Dr. Hafiz
G.A. Siddiqi (Chairman) is the person who is highly qualified and experienced. (Page-
44)
iv)
It does not comply.
When the term of service of the Committee members expires or there is any
circumstance causing any Committee member to be unable to hold office until
expiration of the term of service, thus making the number of the Committee members to
be lower than the prescribed number of 3 (three) persons, the Board of Directors shall
appoint the new Committee member(s) to fill up the vacancy (ies) immediately or not

14
later than 1 (one) month from the date of vacancy(ies) in the Committee to ensure
continuity of the performance of work of the Audit Committee.
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.
v)
It does comply.
The company secretary shall act as the secretary of the Committee. The Company
Secretary of the BRAC Bank is the Secretary of the Board Audit Committee and Head
of Legal & regulatory Affairs of the Bank.(Page-156)
Vi)
It does comply.
The quorum of the Audit Committee meeting shall not constitute without at least 1 (one)
independent director. In every audit meting independent director Dr. Hafiz G.A siddiqi
(Chairman) attended the meeting.

3.2 Chairman of the Audit Committee

i)
It does comply.
The Board of Directors shall select 1 (one) member of the Audit Committee to be
Chairman of the Audit Committee, who shall be an independent director. Dr. Hafiz G. A.
Siddiqi was independent director who appointed the Chairman of the Board Audit
Committee. (Page-44)

(ii)
It does Comply.
Chairman of the audit committee shall remain present in the Annual General Meeting
(AGM). In the (AGM) meeting of the BRAC Bank Chairman of the audit committee shall
remain present (Page-09,160).

15
3.3 Role of Audit Committee:

i)
It does comply.
Oversee the financial reporting. BRAC bank Oversee compliance with the statutory
financial
Reporting obligation. and To oversee compliance with the statutory financial reporting
obligations of the Bank and pertinent processes and policies (page-158)
ii)
It does not comply.
Monitor choice of accounting policies and principles. Monitor choice of accounting
policies and principles does not include in the Monitoring Activities. (Page-157,158)

iii)
It does not comply.
Monitor Internal Control Risk management process. Monitor Internal Control Risk
management process does not include in the Monitoring Activities. In the annual report
of BRAC Bank there is no such information that justifies this condition.
(Page-157,158)

iv)
It does comply.
Oversee hiring and performance of external auditors. Company follows Adopt
procedures for the selection and appointment of the External Auditor and to review the
auditing performance of the External Auditors and their financial audit report and
management report. (Page-158)

v)
It does comply.
Review along with the management, the annual financial statements before submission
to the board for approval. Audit committee reviews the financial statements before
submission. (Page-158)

16
vi)
It does comply.
Review along with the management, the quarterly and half yearly financial statements
before submission to the board for approval. The audit committee review Quarterly
Operations Report and Exception Report. (Page-157)

vii)
It does comply.
Review the adequacy of internal audit function. Annual assessment of the performance,
Adequacy and independence of the internal audit function and report to the Board on
the outcome of that assessment. (Page-158)

viii)
It does comply.
Review statement of significant related party transactions submitted by the
management. External Audit Review the statement of significant related party
transactions submitted by the management (Page- 159)

ix)
It does not comply.
Review Management Letters/ Letter of Internal Control weakness issued by statutory
auditors. In the corporate governance compliance report it is shown that the company is
complying with this section. But In the annual report of BRAC Bank there is no such
information that justifies this condition.

x)
It does not comply.
When money is raised through Initial Public Offering (IPO)/Repeat Public
Offering (RPO)/Rights Issue the company shall disclose to the Audit Committee about
the uses/applications of funds by major category (capital expenditure, sales and
marketing expenses, working capital, etc.), on a quarterly basis, as a part of their
quarterly declaration of financial results. Further, on an annual basis, the company shall

17
prepare a statement of funds utilized for the purposes other than those stated in the
offer document/prospectus. In the annual report of BRAC Bank there is no such
information that justifies this condition.

3.4 Reporting of the Audit Committee

3.4.1 Reporting to the Board Directors

i)
It does comply.
The Audit Committee shall report on its activities to the Board of Directors. The Audit
Committee regularly reports its activities to the Board of Directors of each meeting.
(Page-162)

ii) The Audit Committee shall immediately report to the Board of Directors on the
following findings, if any:-
a)
It does comply
Report on conflicts of interests. The Audit Committee immediately report to the
Board of Directors if there is Report on conflicts of interests. (Page-162)
b)
It does comply.
Suspected or presumed fraud or irregularity or material defect in the internal control
system. The Audit Committee immediately report to the Board of Directors to Suspected
or presumed fraud or irregularity or material defect in the Bank‟s internal control system.
(Page-162)

c)
It does comply.
Suspected infringement of laws, including securities related laws, rules and regulations.
The Audit Committee immediately report to the Board of Directors to Suspected
infringement of laws, including securities related laws, rules and regulations. (Page-162)

18
D)
It does comply.
Any other matter which shall be disclosed to the Board of Directors immediately. The
Audit Committee immediately report to the Board of Directors if any other matter which
shall be disclosed to Board immediately. (Page-162)

3.4.2 Reporting to the Authorities

It does not comply.

If the audit committee has reported to the board of directors about anything which has
material impact on the financial condition and results of operation and has discussed
with the board of directors and the management that any rectification is necessary and if
the audit committee finds that such rectification has been unreasonably ignored, the
audit committee shall report such findings to the commission, upon reporting of such
matters to the board of directors for 3 times or completion of a period of 6 months from
the date of 1st reporting to the board of directors, whichever is earlier. In the annual
report of BRAC Bank there is no such information that justifies this condition.

3.5 Reporting to the Shareholders and General Investors

It does not comply.

Report on activities carried by the audit committee, including any report made to the
Board of Directors under the above condition during the year, shall be signed by the
chairman of the audit committee and disclosed in the annual report of the issuer
company. This information does not find in Reporting in the audit committee. . In the
annual report of BRAC Bank there is no such information that justifies this condition.

4. EXTERNAL/STATUTORY AUDITORS:

i)
It does not comply.
Appraisal or valuation services or fairness opinions.

19
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.
ii)
It does not comply.
Financial information systems design and implementation
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.
iii)
It does not comply.
Book-keeping or other services related to the accounting records or financial
statements.
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.
iv)
It does not comply.
Broker –dealer services
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.
v)
It does not comply.
Actuarial services.
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.
vi)
It does not comply.
Internal audit services

20
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.
vii)
It does not comply.
Any other service that the Audit committee determines.
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.
viii)
It does not comply.
No partner or employees of the external audit firms shall possess any shares of the
company they audit at least the tenure of their audit assignment of that Company.
In the corporate governance compliance report it is shown that the company is
complying with this section. In the annual report of BRAC Bank there is no such
information that justifies this condition.

5. SUBSIDIARY COMPANY:
(i)
It does not comply.
Provisions relating to the composition of the Board of Directors of the holding company
shall be made applicable to the composition of the Board of Directors of the subsidiary
company. In the annual report of BRAC Bank there is no such information that justifies
this condition.
(ii)
It does not comply.
At least 1 (one) independent director on the Broad of Directors of the holding company
shall be a directors on the Broad of Directors of the subsidiary company. In the annual
report of BRAC Bank there is no such information that justifies this condition.
(iii)
It does not comply.
The minutes of the Broad meeting of the subsidiary company shall be placed for review
at the flowing Board meeting of the holding company. In the annual report of BRAC
Bank there is no such information that justifies this condition.

21
(iv)
It does not comply.
The minutes of the respective board meeting of the holding company shall state that
they have reviewed the affairs of the subsidiary company also. In the annual report of
BRAC Bank there is no such information that justifies this condition.
(v)
It does not comply.
The audit committee of the holding company shall also review the financial statements,
in particular the investments made by the subsidiary company. In the annual report of
BRAC Bank there is no such information that justifies this condition.

6. DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL

OFFICER (CFO):
The CEO and CFO shall certify to the Broad that:
(i)
They have reviewed financial statements for the year and that to the best of their
knowledge and belief:
a)
It does comply.
These statements do not contain any materially untrue statement or omit any material
fact or contain statements that might be misleading. The CEO and CFO have reviewed
the financial statements. (Page-133)
b)
It does comply.
These statements together present a true and fair view of the company‟s affairs and
are in compliance with existing accounting standards and applicable laws. (Page-133)
(ii)
It does comply.
There are, to the best of knowledge and belief, no transactions entered into by the
company during the year which are fraudulent, illegal or violation of the company‟s code
of conduct. To the best of our knowledge and belief, the Bank has not entered into any
transaction during the year which are fraudulent, illegal or in violation of the Bank‟s
codes of conduct (Page-133)

22
7. REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE:
(i)
It does comply.
The company shall obtain certificate from a practicing Professional accounts/Secretary
(Chartered Accounts/Cost and Management Accountant/Chartered Secretary) regarding
compliance of conditions Of Corporate Governance Guidelines of the Commission and
shall send the same to the shareholders along with the Annual Report on a yearly basis.
(Page-49)
(ii)
It does comply.
The directors of the company shall state, in accordance with the Annexure attached, in
the directors' report whether the company has complied with this conditions. The Board
of Directors of BRAC Bank Limited is attached Annexure in the directors' report. (Page-
49)

CONCLUSION
If we take a gross approach then we should say that the company named BRAC BANK
is approximately 70% complying with the sections of corporate governance. But it is not
the case if we go into the core of the company analysis. It is surprisingly „alarming‟ that
they are actually pretending to be some type of a „Saint Company‟ towards their
shareholders and other stakeholders. The creditors should be careful as well. The
system is also rigged. The company got clearance from the system and they are
showing the certificate through disclosing it in the annual report. But, the system should
have been vetted the company and should have asked the company to disclose a lot of
information that are actually material to the stakeholders while taking their own
decisions. It is their right to know the actual status of the company. Another point is that:
The language of the annual report is a bit complex. May be it is intentionally, may not
be. If not all of the stakeholders but all of the shareholders will not surely have financial
or accounting knowledge. So the company should consider this thing while publishing
future annual reports.

THE END

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