The Bangladesh Securities and Exchange Commission (BSEC) is making an effort to improve corporate governance. The BSEC has created a pool of independent service providers to monitor general meetings of listed companies. This is being done to ensure that investors’ rights are protected and that companies comply with regulations. Additionally, the BSEC has asked previously non-compliant companies to comply with a minimum 30% shareholding rule. It imposed a fine on listed companies that delay transferring unclaimed dividends to a designated fund. It also lifted the floor price restriction for most stocks, allowing them to trade freely within a certain range. Additionally, the BSEC limited the amount a general investor could apply for in an initial public offering. It downgraded certain companies to a lower category and required companies to have a minimum percentage of shares held by sponsors and directors.

The Bangladesh Securities and Exchange Commission (BSEC) via notification issued directives effective from 18 October 2023 regarding appointment of independent directors on the board of a listed company. Subject to compliance with applicable law, a minimum of two or one-fifth of the directors must be independent. All listed companies, after obtaining recommendation of the Nomination and Remuneration Committee (NRC) of the company, will be required to seek prior approval from the BSEC before appointing independent directors. Persons identified as defaulters in the latest CIB report will be ineligible for the role of an independent director.

In April 2024, BSEC mandated that all listed companies must include at least one female independent director on their boards. This directive aims to enhance gender diversity and promote inclusive governance practices within corporate leadership.

A powerful new BSEC directive in October 2023 shields independent directors, bolstering their role in securing optimal company performance. The directive frees them from the burden of signing loan documents on behalf of companies (except in specific cases), protects them from being listed as debtors on the CIB for company loans, and they have been relieved from the responsibility of furnishing and signing documents on behalf of companies to get bank loans, mortgage or other liabilities except for special circumstances. However, potential conflicts with banking, finance laws, and the Companies Act 1994 could hinder the directive’s full impact unless legislative amendments are made. Strengthening legal frameworks to align with the directive’s goals will be crucial in ensuring independent directors can effectively fulfill their vital role in driving corporate excellence.

On November 20, 2023, BSEC issued amendments to the Corporate Governance Code 2018, reinforcing compliance requirements for listed companies. These amendments emphasize the necessity for boards to align with updated governance standards, ensuring transparency and accountability.

According to the Corporate Governance Code, the board of directors of a listed company must comprise a minimum of 5 and a maximum of 20 members. Additionally, at least one-fifth of the total number of directors should be independent directors. These provisions are designed to balance executive influence and ensure independent oversight.

Speaker

Mr. Hasan Al Arafat 

Department Head

Corporate Department

Senior Member, Investment and Business Setup Team

Senior Member, Investment Department

Rahman’s Chambers, Headquarters

LL.B., LL.M.-Int. Air, Space & Telecom Law (BSMRAAU)

B.Sc.(H). M.Sc. (RU)

Advocate,  District & Sessions Judge Court, Dhaka

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Speaker

Mr. Khandaker Mashfique Ahmed

Associate & Supervisor

Member, Investment & Shipping Department

Member, Legal Consultancy & Documentation Team

Rahman’s Chambers, Headquarters

Diploma-in-Law (Lond.) (UK), LL.B (Lond.) (UK),

LLM – Int. Business & Commercial Law (UK).

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Speaker

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Time Schedule

Time : 3:30 pm to 5:00 pm

Date  : 27th May 2025 (Tuesday)

Booking Instructions:

• Please register for our event as indicated below. Also indicate it you are joining physically/ virtually.  We will send you registration confirmation by email/SMS.
• Materials will be provided at the time of the session.
• There is no fee for attending the above event.

For Physical participation 

• Advance booking is recommended.
• Bookings are made on First come first serve basis.
• Priority is given to Past/Present Clients in Booking.

For Registration:

Mr. Md. Monir Hossain

Manager [Communication & HR]

Mobile: (+) 88 01788626815

Email:  monir@rahmansc.com      

www.rahmansc.com

Click here to Register

Organized By:

 Rahman’s Chambers, Headquarters 

 Suite 5B, 4th Floor Ataturk Tower, 22, Kemal Ataturk Avenue
Banani C/A, Dhaka-1213, Bangladesh.

Email:  communication@rahmansc.com, Phone: +8801788626815
www.rahmansc.com