Bulletin for 2nd ICSB National Award for Corporate Governance Excellence – 2014

BULLETIN 2 ND ICSB NATIONAL AWARD FOR CORPORATE GOVERNANCE EXCELLENCE, 2014

Institute of Chartered Secretaries of Bangladesh A

S t a t u t o r y

B o d y

U n d e r

a n

A c t

o f

P a r l i a m e n t

BULLETIN 2 ND ICSB NATIONAL AWARD FOR CORPORATE GOVERNANCE EXCELLENCE, 2014

Institute of Chartered Secretaries of Bangladesh A

S t a t u t o r y

B o d y

U n d e r

a n

A c t

o f

P a r l i a m e n t

CONTENTS Message from the Chairman, Jurry Board, 2nd CGEA 2014

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Message from the President, ICSB

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Corporate Governance Award Committee

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The Winning Companies-Category Wise

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Profiles of the Winning Companies

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Coporate Governance Awarding Charter

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Bangladesh Secretarial Standard (BSS) -1

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Bangladesh Secretarial Standard (BSS) -2

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MESSAGE

CHAIRMAN, JURRY BOARD 2nd ICSB National Award for Corporate Governance Excellence, 2014 It gives me immense pleasure to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to organize the “Second National Award for Corporate Governance Excellence, 2014� on 10 November 2015. The objective of this award is to recognize the corporate entities which have implemented the principles of corporate governance in a manner that deserves to be emulated by others. The award is based on careful review of the performance of more than 150 companies listed in the Stock Exchanges of Bangladesh.

Over the last couple of decades sound corporate governance has emerged as a major issue in discourses on economic development in the global arena. The award given by the ICSB is a testimony to the dedicated efforts of the Institute to promote commitment by companies to achieve excellence in corporate governance. This is indeed a precondition for the country’s success in achieving desired level of economic development. I sincerely hope that the award will act as a catalyst for the adoption and implementation of corporate governance principles by all companies operating in Bangladesh.

I congratulate ICSB for organizing the event and wish the programme a grand success.

Dr. A B Mirza Md. Azizul Islam

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MESSAGE

PRESIDENT Institute of Chartered Secretaries of Bangladesh (ICSB) It is really my privilege to welcome you all to this cheerful evening in “2nd ICSB National Award on Corporate Governance Excellence-2014”. I thank you for your kind presence and for your contributions, which has made this occasion a success. This auspicious and joyous occasion is the culmination of a long period of intensive activities of the Institute. I am sure that all concerned who have contributed their important time and efforts, must be feeling quite gratified today.

Being a National Institute ICSB is always regarded as a valued partner to the corporate development of the country. It is committed to provide quality professional services to the nation as a whole and to the corporate sector in particular. The very purpose of this award is to recognize the best performing companies in their respective fields and to share the dignified and valued contributions of those enterprises to the nation. This Award is a modest effort from the Institute to encourage efficient and responsible performance of the business for a better economy for our nation.

On behalf of the Institute, I thank all of you for your kind presence today to make the programme a success. I would like to express my special thanks and gratitude to the Hon’ble Chief Guest and Special Guests for their gracious presence. They are very concerned guardians of the Institute and have always extended their support whenever we have approached to them.

I look forward to your continued support.

Thanking you all.

Mohammad Asad Ullah FCS

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CORPORATE GOVERNANCE AWARD COMMITTEE

M. Nurul Alam FCS Chairman

Mohammad Asad Ullah FCS Member

Mohammad Bul Hassan FCS Member

ATM Tahmiduzzaman FCS Member

N. G. Chakraborty FCS Member

Prof. Md. Helal Uddin Nizami Commissioner, BSEC Member

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THE WINNING COMPANIES Banking Companies

EASTERN BANK LTD.

UNITED COMMERCIAL BANK LTD.

SOCIAL ISLAMI BANK LTD.

Non-Banking Financial Institutions PRIME FINANCE & INVESTMENT LTD.

IDLC FINANCE LTD.

DELTA BRAC HOUSING FINANCE CORPORATION LTD. 06

THE WINNING COMPANIES Insurance Companies

GREEN DELTA INSURANCE LTD.

PRIME INSURANCE COMPANY LTD.

POPULAR LIFE INSURANCE COMPANY LTD. Pharmaceutical & Chemicals Companies

BEXIMCO PHARMACEUTICALS LTD.

SQUARE PHARMACEUTICALS LTD.

ADVANCED CHEMICL INDUSTRIES LTD.

ACI Limited 07

THE WINNING COMPANIES Textiles and RMG Companies

SQUARE TEXTILES LTD.

ENVOY TEXTILES LTD.

Food & Allied Companies GOLDEN HARVEST AGRO INDUSTRIES LTD.

AGRICULTURAL MARKETING COMPANY LTD.

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THE WINNING COMPANIES IT, Telecom and Services Companies

BANGLADESH SUBMARINE CABLE COMPANY LTD.

UNIQUE HOTEL & RESORTS LTD.

BDCOM ONLINE LTD.

Engineering Companies

SINGER BANGLADESH LTD.

BSRM STEEL LTD.

RATANPUR RE-ROLLING MILLS LTD. 09

THE WINNING COMPANIES Manufacturing Companies

BRITISH AMERICAN TOBACCO BD. LTD.

PREMIER CEMENT MILLS LTD.

HEIDELBERG CEMENT BANGLADESH LTD. Fuel and Power Companies

SUMMIT POWER LTD.

MJL BANGLADESH LTD.

LINDE BANGLDESH LTD.

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PROFILES OF THE WINNING COMPANIES

Over the past twenty-three years product innovation, state-of-the-art IT solutions and excellence in service proposition have become synonymous with Eastern Bank, best known in its shorter version EBL. The ability to innovate and keep pace with the fast changing world made EBL the most valuable financial brand in Bangladesh. Established in 1992, EBL has always been a forerunner in product and service innovation. Especially in the past three years, the Bank Ali Reza Iftekhar Safiar Rahman Managing Director & CEO DMD & Company Secretary introduced 12 new-to-Bangladesh financial products and services. EBL is first in many areas including the first bank in Bangladesh to go online in its effort to go green; first to introduce internet banking, first to introduce VISA Platinum and Signature, first to offer priority banking proposition, first to introduce world renowned core banking solutions UBS.

A Cut Above the Rest In corporate banking, EBL is regarded as a leader in Bangladesh. With innovative and customized solutions and services, our corporate division emerged as a single point solution provider for customers including project financing, working capital, trade, supply chain, cash management solutions, payroll, syndication, merger, acquisition, and advisory service.

EBL is a pioneer among the local banks to develop Offshore Banking Unit and product offerings including Bill Discounting/Financing, bilateral and syndicated term loan, and other products for export processing zone customers and local manufacturers.

EBL has been closely working with multilaterals such as IFC, DEG, ADB, FMO, Proparco, CDC, Norfund to develop products and build up the largest OBU Asset book among the local banks.

EBL trade service department and service delivery department are regarded among the best in the market for our commitment to quality delivery and trade service operation. Our ISO 9001:2008 certifications for trade service and service delivery departments are a testimony to the international best practices that we follow at EBL. EBL creates value through innovation. Our innovative solutions for working capital finance to importers and counter party exporters including offshore bill financing has won us IFC global award for Best Partner for Working Capital Systemic Solutions this year.

Creating Value through Innovation We believe in value creation for our customers and only through continuous innovation of products and services can we meet the contemporary banking and lifestyle needs of our customers. Our innovations in service and product proposition over the years have struck the right cord in customer needs. Here is a list of our major initiatives in the product and service propositions.

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EBL SkyMiles Programme To provide an exciting and exclusive reward experience to customers, EBL in partnership with international credit card company Visa, has introduced Bangladesh's first AirMile Reward Program-EBL SkyMiles.

All Visa Platinum, Visa Signature and Visa Infinite credit cardholders of Eastern Bank Ltd. will be able to earn AirMiles against the use of their cards and redeem the same for free air tickets. EBL has also launched three SkyMiles branded Platinum, Signature and Infinite cards to further enhance the customer experience.

Under this unique program, cardholders will accumulate SkyMiles while spending through their EBL Credit Cards. For every BDT 60 or USD 1 spend through POS/Card Cheque, Cardholder will get 1 (One) EBL SkyMiles. The cardholder would be able to redeem the accumulated SkyMiles for free air tickets, for any destination across the world and on over 360 airlines.

A dedicated website www.eblskymiles.com has also been launched to provide more information and allow the customers to manage their SkyMiles.

Tie-up with agoda.com EBL as the first bank in Bangladesh has tied up with agoda.com making it easier for the customers to make their hotel bookings online. It is an Online Travel Agency (OTA) that specializes in hotel booking.

EBL Cardholders get up to 7.0 per cent off over already lowest agoda.com rates. Agoda.com is a platform through which EBL cardholders can choose from over 2,85,000 hotels.

EBL Sky Lounge For the priority customers of the bank, EBL has set up Sky Lounge at Hazrat Shahjalal International Airport, a 3000 sq-ft sprawl of luxury enriched with state-of-the-art amenities where comfort is redefined and rewritten.

Awards and Recognitions In the past three years EBL got significant IFC awards including the Most Active GTFP Issuing Bank in south Asia, Most Active Issuing Bank in Agribusiness, Best GTFP Issuing Bank in South Asia and the ‘Best Retail Bank in Bangladesh’ for three consecutives years (2013-15) by The Asian Banker. For more information, visit www.ebl-bd.com 01. M. Ghaziul Haque 02. Mir Nasir Hossain

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A.M. Shaukat Ali Md. Showkat Ali Chowdhury Salina Ali Anis Ahmed Meah Mohammed Abdur Rahim

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Mufakkharul Islam Khasru Ormaan Rafay Nizam Gazi Md. Shakhawat Hossain Ali Reza Iftekhar

- Chairman - Director & Chairman of Executive Committee (EC) of EBL Board and the Risk Management Committee (RMC) of EBL Board - Director - Director - Director - Director - Independent Director & Chairman of the Audit Committee (AC) of EBL Board - Director - Independent Director - Director - Managing Director & CEO

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PROFILES OF THE WINNING COMPANIES

With a firm commitment of the economic and social development of Bangladesh, United Commercial Bank (UCB) started its journey in mid 1983 and has since been able to establish itself as one of the largest first generation banks in the country. Our motto is to ensure an efficient and well organized banking service where people would avail the optimum management of their money. In this journey, United Commercial Bank Limited has achieved years of success through excellent maneuvering of resource and manpower. Our persistent effort to become the finest has led us to a new arena of interactive banking; we call it “United We Achieve”. With a vast network of 150 branches the Bank has already made a distinct mark in the realm of Private Sector Banking through personalized & innovative products and services, financial performance, effective management and contribution to society.

Mr. Muhammed Ali Managing Director

UCB has expanded its arena in different and diverse segments of banking like Retail Banking, SME Banking, Corporate Banking, Off-shore Banking, and Remittance etc. Besides various deposit and loan products of Retail Banking, the Bank caters export and import loan to deserving candidates which in turn helps the overall economy of the country through increased earning of foreign exchange. Other consumer products like UCB Cards have been showing tremendous success and growth. The Bank also provides its clients with both incoming and outgoing remittance services. Thus the expatriates find an easy way to send money through proper channel. To promote SME sector, the Bank is also assessing and monitoring business loans, managing business financing risks, pricing products and working for further development of SME. Its Corporate banking service consists of simple business of issuing loans to more complex matters, such as helping minimize taxes paid by overseas subsidiaries, managing changes in foreign exchange rates or working out the details of financing packages necessary for the construction of a new office, plant or other facility. Its area of expertise is in-depth knowledge in financial analysis with analytical capability of financing large project including RMG and infrastructure development projects.

We consider that easy access to financial services is a right to mass. Access to financial services at a reasonable and convenient way would lead to a sustainable society. In this connection, we have already introduced mobile financial services named UCash. A huge portion of our total population is still out of the radius of banking service. UCB mobile financial service UCash has created an opportunity for them to get into a safe and sound transaction channel & service. We have also developed products for various specific segments of society like UCB Youngster’s account, for UCB Women’s account, UCB NRB account, UCB RMG DPS etc. We are bound to our commitment to society that financial services will be affordable to every strata of society.

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The Bank, aiming to play a leading role in the economic activities of the country, is firmly engaged in the development of trade, commerce and industry by investing in network expansion and new technology adoption to have competitive advantage. UCB has successfully implemented world renowned core banking software Oracle Flexcube Universal Banking Solutions in the year 2014. It would play the role of catalyst in underpinning and harnessing people’s diversified financial needs from a robust, reliable and highly flexible technology platform.

Our endeavours and team work has enabled us to turn our business ambitions into achievements in the year 2014 as well. The year 2014 has proved to be a tremendous successful year for UCB operating profit of Taka871.95 Crore, deposit of Taka 21,107.20 Crore and loans & advances of Taka 17,414.61 Crore.

Considering the economic scenario of 2014, the bank moved for balanced expansion of its businesses and also concentrated on strategic business decision, reform and restructuring the processes and policies.

United Commercial Bank Limited, the largest first generation private commercial bank of the country firmly believes that we cannot expect to step forward to build a prospective country in relation to development leaving social concerns behind. Consequently, we focus on three major components comes priority basis as people, planet and profit.

UCB integrates Corporate Social responsibility into all its business activities with the belief that success is measured by more than financial results. It is also measured by customer satisfaction and employee engagement, strong governance practices and support for communities the Bank serves. Being a responsible business, social engagement is integral to our success and that of the customers, clients, shareholders and communities we serve around the country. CSR is rooted in our values and informs how we conduct business, develop products and services and deliver on our goals and commitments.

We have carried out our social responsible initiatives around three main areas: customers, employees and social development. Our paramount concern focuses to employees and consumers. We also aim to ensure meaningful social investment to development issues like education, poverty alleviation, health, sports, environment etc. In the year 2014, our total expenditure in CSR arena was around 4.87 Crore.

Moreover, as a part of our commitment to keep the environment green and also to safeguard the planet from global warming, UCB focuses on Green Banking and Eco-friendly financing. UCB has given importance to extend credit to agro based products since the performance of the agricultural sector has an overwhelming impact on major macroeconomics factors.

UCB focuses on ethics, innovation and transparency. The establishment of well founded corporate governance within the company has continued to be important in order to ensure a continuous profitable return to shareholders and a solid reputation amongst clients and partners.

So, we would like to approach that United Commercial Bank Limited has all the credentials to be the Best Financial Institution of the Year. We hope that you would consider our nomination judging our valued customers’ trust, bank’s expert management and the incessant endeavor of our committed employees have played the most significant part behind our success story.

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PROFILES OF THE WINNING COMPANIES

Overview of Social Islami Bank Limited (SIBL) SIBLstarted its operation in 1995 as a second generation Islamic Bank in close cooperation and assistance of some renowned personalities of the Islamic world and a group of non-resident Bangladeshi expatriates.The broad objective of SIBL is different from other Islamic and contemporary banks to some extent. For the first time in the banking history,the operation of the bank has been defined under a unique Major Dr Md Rezaul Haque (Retd.) Md Shafiqur Rahman Chairman Managing Director theme of three-sector banking model(i) Formal Sector, commensurate with Islamic Commercial Banking using modern technology; (ii) Non-Formal Sector, based on a concept of empowering family through Micro Credit & Micro Enterprise Program; and (iii) Voluntary Sector, inviting Social Capital Mobilization through Cash WAQF and others, with a firm passion to work together for a caring society. Vision of the bank is to minimize the poverty level in Bangladesh. In this regard, the inherent concept and credence of “Working Together for a Caring Society” is always held high. To carry forward this commitment, the personnel of SIBL are imbued with the highest degree of enthusiasm, zeal and vigor to serve the society at large.

The bank has 108 branches where 2028 nos. of jobs are created and is looking forward to expand its area of operations by introducing new customized products and services that are tailored to different economic class of people of the society in order to bring the un-banked people into banking channels. SIBL is the first online based Islamic Bankin Bangladesh. Enormous emphasis given to create a technology based banking environment realizing the facts that spending on widespread technology would be aninvestment to speed upthe growth of the company and accordingly,the bank has been relentlessly working to popularize its technology driven products and services.To enhance the performance, bank management has adopted strategicreforms plan toensurethe efficiency, transparency and accountability in all spheres of banking practices from 2010.

With the slogan “Working Together for a Caring Society” SIBL has always been responding spontaneously to its social commitment. Corporate Social Responsibility (CSR) activities of SIBL are being done by a separate Unit properly staffed. CSR activities includes- donation to the individuals covering education, health, disaster management (family rehabilitation), environment (social utility), sports, art & culture and NGOs for supporting different welfare activities. CSR activities of the Bank are continuously extending.

SIBL has given the highest priority to develop and ensure good corporate governance practices in the institution. SIBL strictly adhere to the compliance requirements of the central bank of the country. Duties and responsibilities along with code of conducts of the Chairman, Director, Managing Director, Company Secretary, Chief Financial Officer (CFO) and Head of Internal Control & Compliance are specifically defined by the Board of Directors of the bank. The bank is also constantly complying with all the Rules and Regulations introduced by Bangladesh Securities and Exchange Commission (BSEC) and other regulatory authorities of the Government from time to time.

SIBL is rated AA-by Shariah based Commercial Bank thatindicates the strengths of the Bank which is backed by significant growth in earnings, deposits and investments, adequate capital coverage with high tier-1 capital, improved asset quality and well controlled liquidity position with very low credit risk.

In progress of the journey towards excellence SIBL is honored with the prestigious National Award for “Corporate Governance Excellence, 2014”. Thank You.

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PROFILES OF THE WINNING COMPANIES

Prime Finance & Investment Limited was incorporated in Bangladesh in March 1996, as a public limited company under the Companies Act 1994. Prime Finance started its operation in the year 1996, obtaining license from Bangladesh Bank under the Financial Institutions Act, 1993. Prime Finance also obtained license from the Bangladesh Securities & Exchange Commission (BSEC) in July 1999, to operate in the capital market as a full-fledged Merchant Bank. In 2010 Prime Finance formed a subsidiary company namely Prime Finance Capital Management Limited for its Merchant Banking operations. The Company got listing with the Dhaka and Chittagong Stock Exchanges in 2005.

Md. Aminul Haque Chairman

Asad Khan

Managing Director

Prime Finance is a nonbanking financial institution and its principal activities are to provide comprehensive investment and financial solutions in an integrated manner to individuals, small and medium enterprises and large corporate houses. It has diversified financial services like lease finance, term finance, SME finance, real estate finance, car finance, consumer finance, factoring of receivables, etc.

The registered office of the Company is located at 63, Dilkusha C.A., Dhaka-1000. Prime Finance also caters the need of its clients of strategically important areas of the country and providing one stop solutions through its five branches located at Motijheel, Gulshan, Uttara of Dhaka and in Chittagong and Rajshahi.

Prime Finance & Investment Limited, being one of the best run financial institutions in the country emphasizes in governance, compliance, transparency reliability and social responsibility. Prime Finance as a good corporate citizen guided by its principles and values, achieved a number of prestigious awards over the years.

Prime Finance has a 60% owned subsidiary company namely Prime Finance Capital Management Limited. Besides, the Company is currently holding 46.15% of equity of PFI Securities Limited, 49% of equity of Prime Finance Asset Management Company Limited, and 40% of equity of Prime Prudential Fund Limited.

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PROFILES OF THE WINNING COMPANIES

Background IDLC Finance Limited was initially established in Bangladesh in 1985, as Bangladesh’s pioneering leasing company, through the collaboration of the International Finance Corporation (IFC), German Investment and Development Company (DEG), Kookmin Bank and Korean Development Finance Corporation, The Aga Khan Fund for Economic Development, The City Bank Limited, IPDC of Bangladesh Limited and ShadharanBima Corporation. As Rubel Aziz Mr. H.M. Ziaul Hoque Khan, FCA the company evolved over the years, the foreign Chairman CEO & Managing Director shareholding gradually moved out.

The IDLC Group today is represented by 31 branches in the major cities of the country and over 1,300 employees, with IDLC Finance itself employing over 1,100 staff. IDLC Finance Limited is at present the largest multi-product Non- Banking Financial Institution in Bangladesh, with roughly equal investments in Corporate, Retail and SME sectors. The IDLC Group also has a significant presence in the capital market through its two wholly-owned separate legal entities- IDLC Investments Limited, providing merchant banking operations and IDLC Securities Limited,providingbrokerage services.

Over the years, IDLC has attained a significant presence in the corporate sector of Bangladesh. It is highly respected by clients, peers, employees and regulators for its professional talent pool and progressive working environment. While both business and profits have grown significantly over the last few years in particular, the company has consistently demonstrated exemplary corporate governance and strict statutory compliance, and is a standard bearer in this regard in the financial sector of Bangladesh.

In 2010, its silver Jubilee year, IDLC decided to step up its commitment to sustainable business practices, particularly environmental and social development, by subscribing to a number of leading local and international sustainability initiatives including the Bangladesh CSR Centre, the UN Global Compact (UNGC) and the UN Environment Programme Finance Initiative (UNEP FI). It may be mentioned that IDLC is the first company to become a member of UNEP FI from Bangladesh.

Company Milestones Incorporation of the Company Licensed as a Non-Bank Financial Institution Commencement of Business (Leasing) Listing with Dhaka Stock Exchange Limited Listing with Chittagong Stock Exchange Limited Commencement of operation of IDLC Securities Limited Commencement of operation of IDLC Investments Limited

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May 23, 1985 February 7, 1995 February 22, 1986 March 20, 1993 November 25, 1996 September 18, 2006 August 16, 2011

Key Achievements • Achieved SAFA(South Asian Federation of Accountants) award 2011 as "Winner in Financial Services Sector" and as "Overall Winner" in all sectors of SAARC countries and also achieved prestigious SAFA Best Presented Accounts Award for the years 2005, 2006, 2007, 2009 and 2010; • Achieved 1st position of ICAB National Award given by the Institute of Chartered Accountants of Bangladesh (ICAB) under the categories of "Financial Service Sector" for the years 2013 and 2011 and “Corporate Governance Disclosures” for the year 2013; • Awarded 1st position by Institution of Cost and Management Accounts of Bangladesh (ICMAB) as the Best Corporate in the Banking Sector (Non-Bank Financial Institution) for the years 2012, 2011 and 2010; • Accomplished achieving the DHL-Daily Star Best Financial Institution for 2012 at the 13th DHL-Daily Star Bangladesh Business Award; • Awarded “SME-NBFI of the Year” in 2014.

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PROFILES OF THE WINNING COMPANIES

Delta Brac Housing Finance Corporation Ltd. (DBH), is the pioneer, largest and specialist Housing Finance Institution in the private sector of the country. After commencing operation in the early 1997, the Company has registered commendable growth in creating home ownership in the country. At the same time, the Company has been playing an active role in promoting the Real Estate sector to the large cross section of prospective clients who have a long cherished but yet unfulfilled Mr. Faruq A Choudhury dream of owning a home.

Chairman

Mr. Q. M. Shariful Ala

Managing Director and CEO

Among all Banks and Financial Institutions of Bangladesh, only DBH has been awarded the highest Triple A (AAA) credit rating for nine consecutive years from 2006 by the Credit Rating Agency of Bangladesh Ltd (CRAB). The level of credit rating provides a very important indication of the financial safety, security and strength of the concerned bank or financial institution and is particularly relevant to its depositors and other investors such as shareholders and lenders.

DBH was honored with the DHL- Daily Star Bangladesh Business Awards as “Best Financial Institution of the year 2013” in recognition of its distinguished performance and as a role model in the corporate financial sector. It may be mentioned that the “Best Financial Institution of the Year” goes to the most deserving financial institution among the banks, non-banking financial institutions and insurance companies operating in Bangladesh.

Vision To be the leading financial institution in the country with satisfied customers and employees and to generate value for our shareholders while contributing to the well being of the society.

Mission To strengthen the society of the country by continually expanding home ownership.

Core Values • Honesty, integrity and ethics in all aspects of business • Outstanding service to the customer, above all else • Individual opportunity, responsibility and reward based on merit • Hard work and continuous self-improvement, never being satisfied • Respect and concern for the individual employee

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Delta Life Insurance Company Limited: The leading life insurance company in the private sector of the country.

Green Delta Insurance Company Limited: The leading and pioneer general insurance company in the private sector of the country.

The international partners are:

HDFC Pioneer in the area of private sector housing finance in India and the most successful housing finance institution in the South Asia.

IFC: The private sector arm of the World Bank Group. Both local and foreign shareholders come together with an objective to channel resources into providing finance for the people' basic need for shelter, enhance housing stock of the country and promote affordable home ownership.

Our Products: Home Loans: • Apartment purchase Loan

Home Extension Loan

• Home Construction Loan

Home Improvement Loan

• Housing Plot Loan

Home Owner's Loan

• Flexi Plus Home Loan

Premium Housing Loan

Deposits: • Annual Income Deposit

• DBH Platinum Deposit

• Monthly Income Deposit

• Quarterly Income Deposit

• Cumulative Deposit

• Flexible Fixed Deposit

• Easy Way Deposit

• Easy Home Deposit

• Children's Deposit

• Double Money Deposit

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PROFILES OF THE WINNING COMPANIES

Green Delta Insurance Company Limited (GDIC) is one of the leading private non life insurance companies in Bangladesh. GDIC was incorporated in December 14, 1985 as a public limited company, under the Companies' Act 1913 and business started on 1st January 1986, with a paid up capital of BDT 30.00 million. Now, Green Delta Insurance Company Ltd. is amassed more than BDT 800 million with a credit rating of AAA and ST1. GDIC holds the proud distinction of being the first ever company to raise its paid up capital to such a level. This is also the 1st Insurance Company in Bangladesh to have equity partnership with International Finance Corporation (IFC) of World Bank Group. With a presence in the strategically important parts of the country, which includes 39 branches, Green Delta Insurance Company has established its prominent presence Ms. Farzana Chowdhury with equity participation in Delta BRAC Housing Ltd., Managing Director Progressive Life Insurance Co Ltd, United Hospital Ltd. FinExcel Ltd. and BD Venture Ltd. Green Delta Capital Ltd., Green Delta Securities Ltd., Professional Advancement Bangladesh Limited and GD Assist Limited are four of the direct subsidiaries. GDIC provides stock brokerage services through Green Delta Securities Ltd. (GDSL) and Investment Banking services through Green Delta Capital Ltd. (GDCL). Professional Advancement Bangladesh Limited provides international standard professional trainings, in collaboration with CII, UK and GD Assist Limited is anagency promoting health and marketing services.

Under the charismatic leadership of Mr. Nasir A Choudhury, Advisor and Ms. Farzana Chowdhury, Managing Director and CEO,Green Delta Insurance Company Ltd. has been leading the winds of change in the insurance industry of the country in terms of service standard, innovative products and legislative restructuring. After a glorious journey of 3 decades in the Insurance sector, Green Delta Insurance Company Limited has now become a big family of visionary board members, 600+ committed staff, numerous valued clients and thousands of esteemed shareholders. By now, Green Delta has been able to uphold the brand image as a prompt claim settler, superior service provider, and diversified product supplier – almost like a one stop solution provider in the non life insurance sector in the country.

Green Delta Insurance is the first non-life Insurance Company from Bangladesh to introduce the retail insurance department. The department was created with the motto ‘Insurance for Everyone’. Ms. Farzana Chowdhury was the person who gave birth to the concept. After the formation of the retail department, the people in the department are working hard to take it forward. The direct sales team is going door to door to build awareness regarding insurance and convince people about the brighter sides of having an insurance policy.

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The main products that the retail insurance department sells are Motor Insurance, Overseas Mediclaim Insurance, Personal accident insurance, People’s personal accident policy, Health Insurance, All risk insurance and Nibedita- Comprehensive Insurance scheme for women. There are few other projects under Retail and SME, they are Niramoy-micro insurance for rural people, Shudin- micro insurance for garments workers, Weather index based Crop Insurance and Probashi- Comprehensive Insurance Scheme for Migrant workers.

As a part of the recognition for the contribution in the development of the insurance industry and for maintaining the standard of service, the company has been considered as one of the top 500 companies according to the renowned Rating Agency, Dun Bradstreet Rate Agency of Bangladesh. The company has also been awarded with many national and international awards like – “ICAB National Awards” for Best Published Accounts, ICMAB Best Corporate Award in Insurance category, “Winner” for the Best Presented Accounts Award in the category ‘Insurance Sector’ by the South Asian Federation of Accounts (SAFA), “International Quality Crown Award” by BID International in London, The BIZZ Award by World Business confederation of Business, USA for leadership, Excellence in a management, Quality and Marketing, “The Diamond Eye Award For Quality & Excellence” by BID OTHERWAYS, The Platinum Technology Award for Quality & Best trade name by Association Other Ways in Berlin, International Star Award for Leadership in quality in the Gold, Platinum and Diamond categories and many more. With the slogan “Marches with time” - during the last 3 decades - GDIC has been helping people in their time of need; pulling out all the steps when needed, and has been proud to be a partner in progress.

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PROFILES OF THE WINNING COMPANIES

Prime Insurance Company Limited is one of the leading General Insurance Companies in Bangladesh. The company has specialized and significant expertise both in Traditional & Non-Traditional Businesses. Prime has diversified its business, providing its Business Partners Clients with the best possible quality products & faster service and also introducing some innovative products for its valuable clients which made prime different from the other insurance companies.

Certification & Credit Ratings: Prime Insurance is the first general insurance company in Bangladesh who achieved ISO 9001:2008 certifications in 2011. As a consequence of the good financial performance; improving solvency position; diversified investment portfolio; high claim paying ability and experienced Top Management Team, the Credit Rating Information & Services Limited (CRISL) has rated Prime Insurance Company A+ (A Plus) for the year 2013 & 2014.

Mohammodi Khanam

Awards & Recognition:

Chief Executive Officer

The company has achieved the following number of awards and recognition for improvement in Transparency, Accountability and Corporate Governance of the published Annual Report: ICSB National Award: Silver Award for Corporate Governance Excellence 2013, Certificate of Merit Award from South Asian Federation of Accountants (SAFA) amongst the SAFA countries for the year 2012 & 2013, Third (3rd) Prize from 13th & 14th ICAB National Award for Best Presented Annual Report for the year 2012 & 2013, Certificate of Merit – 2012 as the Best Corporate in General Insurance Sector from the Institute of Cost and Management Accountants of Bangladesh (ICMAB).

Business & Networks Prime Insurance Company has an expanding and well-organized network of 18 Branches & 1 Booth covering important divisional areas of the country. Prime runs its business through fully online system. To uphold its trend of introducing innovative products & services, in the year 2014, Prime has launched two exclusive products: Hajj & Umrah Insurance which is first time in Bangladesh and also Health Insurance Product ‘Prime Health Plan’ in non life insurance category which is fully supported by the abroad reinsurers and treatment facilities in home and abroad.

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To give the financial security to the banks, the company has launched Bankers Blanket Bond (BBB) Coverage with wider coverage & fewer premiums which works as a safeguard for the Banks to face any financial loss & plays an important role for the GDP growth of Bangladesh. Prime feels very proud to be the insurer of ‘Summit Power Plant’, one of the biggest power plants in Bangladesh. Prime Insurance is also the pioneer of launching Mobile Application service for its valuable Clients. Prime has its glory even in Shipbuilders Liability Insurance Coverage Sectors.

Reinsurance Arrangements of Prime: Prime has its Re-insurance support from the abroad. Our 50% treaty insurance is mandatory with the Local Re-insurer Sadharan Bima Corporation (SBC) and 50% with “A” rated Re-insurance Company from the overseas market. Our foreign lead Treaty Reinsurers is Trust Re, Bahrain and others are GIC Re, India and Malaysia Re. ICICI Lombard, India. Again many more reputed Reinsurers work with Prime other than the Treaty Partners.

Mass Awareness & CSR Activities: With an aim to create mass awareness on safety and security of life, property and others, Prime Insurance has published a number of publications like: Fire Guide Book, Traffic Guide Book, Health Guide Book, Hajj & Umrah Guidebook, an informative book to facilitate the holy journey of the pilgrims during Hajj & Umrah. Prime Insurance often organizes workshops/trainings/seminars & free consultation services on insurance. Prime has taken another initiative introducing a Training program for the Drivers named “Vehicle maintenance and Traffic rules” under its CSR activities, which is fully free of cost and most of our clients are enjoying the facility.

With an experience of over 18 years, Prime Insurance has contributed significantly to the growth and development of the non-life insurance industry in Bangladesh. And today the company has been recognized as one of the most reputed insurance industries both in National and International arena.

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PROFILES OF THE WINNING COMPANIES

The commencement of activities of the Company started on 26 September, 2000.

At present, more than 2 lac development workers and about 3,600 skilled officials/employees are relentlessly working. At present the numbers of insurance clients are more than 50 lac and from the inception till date the Company has been able to acquire 5,206 core of premium. Till now as 29,202 insurance clients have died, claim of their families of Taka 88 core and to the 2,33,866 insurance clients Mr. B M Yousuf Ali have been paid insurance claim of Taka 539 crore on expiry of the period. At Managing Director & CEO present, the Company has life fund of 2801 crore Taka and assets of 2,953 croreTaka. Besides, in the current year more than 550 crore Taka insurance claim on expiry of period will be paid.

During this long time business success and among the clients giving rapidly term expiry claim and death claim beside attaining huge popularity Popular Life Insurance Company Limited has been involved with different humanitarian, social and cultural activities. Has sponsored the national tree plantation movement, vaccination and blood donation programme, sports at national level, including awarding scholarship among the poor and meritorious students has stood by the side of the cold and flood hit destitute. For achieving success of activities against the narcotics and drugs throughout the country has been awarded the 1st prize by the Drugs Control Department within the jurisdiction of Home Ministry. For the last 8 years continuously.

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PROFILES OF THE WINNING COMPANIES

Beximco Pharmaceuticals Ltd. (‘Beximco Pharma’, ‘BPL’) is a leading manufacturer and exporter of finished formulations and Active Pharmaceutical Ingredients (APIs) in Bangladesh. Incorporated in the late 70s, Beximco Pharma started as a distributor, importing products from global MNCs like Upjohn Inc., USA and Bayer AG, Germany. Later, in 1980, the Company started manufacturing these products under licensing arrangement. Since then, the Company has grown from strength to strength and today it has become a leading exporter of medicines in Bangladesh winning National Export Trophy (Gold) for a record four Nazmul Hasan MP Managing Director times. As a public limited company BPL is enlisted with DSE (Dhaka Stock Exchange), CSE (Chittagong Stock Exchange) and it has the unique distinction as the only Bangladeshi company to get listed on AIM of London Stock Exchange. Benchmarked to global standards, Beximco Pharma’s manufacturing facilities have been accredited by regulatory authorities of Australia, European Union, Canada, Taiwan, Columbia, Gulf Council, Brazil, and Colombia, among others.

The company employs nearly 3,000 people and is widely acclaimed for its skilled and talented workforce.

Beximco pharma’s broader portfolio of more than 500 products encompasses key therapeutic categories which include antibiotics, analgesics, respiratory, cardiovascular, central nervous system, antidiabetic, dermatology, gastrointestinal etc. Many of its brands are consistently occupying leading positions in their respective therapeutic categories.

Today, Beximco Pharma is building its presence across all the continents and is the only Bangladeshi company to market medicine in the USA. With a global footprint in more than 45 countries, the Company has a visible and growing presence in emerging markets like Malaysia, Kenya, Singapore, Hong Kong, Myanmar, Sri Lanka, Nepal, Nigeria Philippines,Chile, Middle eastern and the Pacific island countries .

Our Milestones: •

Beximco pharmaceuticals has been incorporated in 1976

•

Started manufacturing products of Bayer AG, Germany and Upjohn Inc. USA, under license agreements in 1980

•

Launched own formulation brands in 1983

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•

Listed on Dhaka Stock Exchange in 1985

•

Export operation started with APIs in 1991

•

Russia became the first export destination for formulation products in 1993

•

First company to introduce anti-retroviral (ARV) drugs in Bangladesh in 2003

•

Only company in Bangladesh to be listed on the Alternative Investment Market (AIM) of London Stock Exchange (LSE) through issuance of GDRs in 2005

•

Launched CFC free HFA inhalers for the first time in Bangladesh in 2006

•

First Bangladeshi company to receive GMP accreditation from Therapeutic Goods Administration (TGA), Australia, and Gulf Central Committee for drug registration, for GCC states; technology transfer arrangement to manufacture Roche’s ARV drug Saquinavir in 2008.

•

First Bangladeshi company to start export into latin American country (Chile)in 2008

•

The only pharmaceutical company in Bangladesh to enter the US market through acquisition of an Abbreviated New Drug Application (ANDA) in 2010

•

Only pharmaceutical company to win ‘National Export Trophy (Gold)’ for the fourth time in 2011

•

First Bangladeshi company to start export into South Africa in 2011

•

Received GMP accreditation from AGES, Austria (for European Union) in 2011

•

First Bangladeshi company to launch Salbutamol HFA inhaler in Singapore in 2012

•

Received ICSB National Award for Corporate Governance Excellence 2013 in 2014

Beximco Pharma has so far exported medicines to more than 45 countries around the world. The company has visible and growing presence in Asia, Africa and other emerging markets while it continues to focus on USA and other regulated markets for value added generics. BPL has a clear strategy to capitalize on the generic drug opportunities in overseas markets and it became the first Bangladeshi company to export medicines to Europe and Australia as well as the only company to enter US market through acquisition of product ANDA. The company has also emerged as the largest pharma contract manufacturing partner for MNCs both at home and abroad.

BPL products are widely prescribed by physicians with trust and confidence and are being supplied to renowned hospitals and institutions in many countries, including Raffles Hospital, Healthway Medical Group and K K Women’s & Children’s Hospital in Singapore, MEDS and Kenyatta National Hospital, Kenya, CENABLAST in Chile, and Asthma Drug Facility (ADF) of France.

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PROFILES OF THE WINNING COMPANIES

Square Pharmaceuticals Limited, a sister concern and flagship company of Square Group and a public company, incorporated in the year of 1964 though starts its journey as a partnership firm in the year of 1958 with a mission to produce and provide quality & innovative healthcare relief for people, maintain stringently ethical standard in business operation also ensuring benefits the shareholders, stakeholders and the society at large.

The business lines of Square Pharma are manufacturing and marketing of finished pharmaceuticals products.

Manufacture of Active Pharmaceutical Ingredients (API) Mr. Samuel S Chowdhury is a part of company business. Since 1985 Square Chairman Pharma is the market leader of pharmaceuticals industry of Bangladesh. The company is now manufacturing above 700 products from its 13 manufacturing units in 2 different sites (Dhaka Site and Pabna Site) in Bangladesh for 39 countries worldwide.

Solid dosage manufacturing unit has been approved by UK MHRA and TGA, Australia. The company is working on submission of several ANDAs and has already submitted two ANDAs by 2013. Samson H Chowdhury Centre of Excellence (R&D center) is well equipped with State-of-the-Art analytical tools. All the products are developed in-house for filing to regulated markets.

The Board of Directors consists of the following members: 1.

2.

3.

4.

5.

6.

7.

Mr. Samuel S Chowdhury Mrs. Ratna Patra Mr. Tapan Chowdhury Mr. Anjan Chowdhury Mr. Kazi Iqbal Harun Mr. M Sekander Ali Mrs. Nihad Kabir

- Chairman - Vice Chairman - Managing Director - Director - Director - Independent Director - Independent Director

The Register Office situated at Square Centre, 48 Mohakhali Commercial Area, Dhaka and Factories at Square Road, Salgaria, Pabna and Board Ghar Bazar, Kaliakoir, Gazipur.

Square Pharmaceuticals Ltd. holds 99.50% shares of Square Formulation Ltd., a subsidiary of Square Pharma.

Authorized Capital of the Company is BDT 10,000 million and paid- up capital is BDT 6235.86 million.

Turnover and Net Profit after tax were 30,282 million and 5,744 million BDT respectively in 2014-2015.

6,710 employees are working in this organization.

Square Pharma listed with Dhaka and Chittagong Stock Exchanges since 1995.

The objectives of the Company are to emphasis on the quality of products, process and services leading to growth of the company imbibed with good governance practices.

28

PROFILES OF THE WINNING COMPANIES

ACI Limited

Dr. Arif Dowla

Managing Director

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30

PROFILES OF THE WINNING COMPANIES

Square Textiles Limited, a sister concern of Square Group and a public company, incorporated in the year of 1994 with a mission to maximization of production of quality products and services strictly on ethical and moral standards at minimum costs to the society ensuring optimum benefits to the consumers, the shareholders and stakeholders.

The business lines of Square Textiles are manufacturing and marketing of yarn, starts its operation in 1997. Within a very short time of span the company achieved some significance success. Square Textile receives Oeko-Tex Mr. Tapan Chowdhury standard 100 and ISO-9002:2008 certificates in the year Managing Director 2000 and many other certificates in the next various years namely CottonUSA, SUPIMA, CmiA, USTERIZED. The Company listed with Dhaka and Chittagong Stock Exchanges since 2002.

The Board of Directors, the Top Management tire is responsible for overall control and supervision of the entire affairs of the Company, comprised by the following members: 1.

Mr. Samuel S Chowdhury

- Chairman

2.

Mrs. Ratna Patra

- Vice Chairman

3.

Mr. Tapan Chowdhury

- Managing Director

4.

Mrs. Anita Chowdhury

- Director

5.

Mr. Anjan Chowdhury

- Director

6.

Mr. M Sekander Ali

- Independent Director

7.

Mr. Syed Afzal Hasan Uddin

- Independent Director

The registered office situated at Square Centre, 48 Mohakhali Commercial Area, Dhaka and factory at Sardagonj, Kashimpur, Gazipur.

Square Textiles having two subsidiaries namely Square Yarns Ltd. and Square Texcom Ltd. with a holding of 99.48% and 95.00% respectively.

Authorized Capital of the Company is BDT 3000 million and Paid- up Capital is BDT 1626 million. Turnover and Net Profit after tax was 5115.82 and 541.19 million BDT respectively in 2014. 2,092 employees are working in this organization.

The strategic Goals and Objectives of the Company are to strive hard to optimize profit though conduction and transparent business operations and to create more competitive in the internal and external market.

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PROFILES OF THE WINNING COMPANIES

Envoy Textiles Limited (ETL) is a manufacturer of high quality fashion denim in Bangladesh, located at Bhaluka, Mymensingh (60 km North of Dhaka City).

Introducing rope dyeing denim for the first time in the country, ETL has been designed with a combination of superior man, machinery and management.

Annual capacity of the plants is 50 million meters of quality denim fabric. It covers an area of 48 million yards of land and total manpower strength is 1511.

Mr. Kutubuddin Ahmed Mr. Abdus Salam Murshedy

Chairman CEO & Managing Director ETL established in 2005, started the commercial production in early 2008, within the short period of time, ETL is now the largest denim fabric producing unit in Bangladesh. Recently, the factory has achieved ISO 9001: 14001 quality certification and its products are OKOTEX certified. Our annual production is 24 million meters. We produce a range of products from 6.5oz to 15oz. of denim fabrics.

Our denim comes in a variety of shades and cast basic indigos and sulphur topping or bottoming, in 100% cotton and a variety of blends.

ETL targets to be listed in Dhaka Stock Exchange and Chittagong Stock Exchange by issuing IPO by June, 2012. Assigned AA + rating by Credit Rating Agency of Bangladesh.

OUR VISION To achieve a global dominance through: • • • •

To become a vertically integrated manufacturer for fabric & garments Excellence in product quality Diversify products through continuous product innovation Customer orientation and cost effectiveness

STRENGTH • • • • • • •

Short lead time Highly skilled manpower at low cost Diversified Product Portfolio High Standards of quality and service Own power generation State of the art Effluent Treatment Plant to safeguard the environment Process & Technology improvements

32

PROFILES OF THE WINNING COMPANIES

Golden Harvest Agro Industries Ltd. is a public listed company that owns and controls the country’s first frozen food processing plant.

The company’s supply process links directly or indirectly with Bangladeshi agricultural partners who provide 95% of the company’s raw materials. This nationalistic approach has satisfied the company’s duty to its domestic economy and values whilst exporting products and services in the global market.

Golden Harvest Agro Industries Ltd (GHAIL) processes over 75 varieties of premium quality frozen food products of vegetables, ready to eat foods, finger foods and more. The facility is an ISO 9001:2008 and BRC (British Retail Consortium) certified.

Golden Harvest Agro Industries Ltd. is the country’s leading frozen food supplier possessing an extensive network of temperature controlled fleet transportation system. The company distributes nationwide and exports to USA, Canada, Australia, Middle East and the European countries, maintaining a temperature of -180 C.

Mr. Ahmed Rajeeb Samdani Managing Director

Golden Harvest Agro is currently setting up the nations first ever largest cold chain network under the GDA program with the support of USAID. The project is estimated at over 50 million USD.

33

PROFILES OF THE WINNING COMPANIES

About us Agricultural Marketing Company Limited (AMCL-PRAN) has started its operation in 1985 as a processors fruit and vegetable in Bangladesh. Over the years, the company has not only grown in stature but also contributed significantly to the overall socio-economic development of the country.

AMCL-PRAN is currently one of the most admired Ahmed Mr. Eleash Mridha food & beverages brands among the millions of Lt. Col. Mahatabuddin Chairman Managing Director people of Bangladesh and other countries of the world where PRAN Products are regularly being exported. All the PRAN products are produced as per international standards maintaining highest level of quality at every stages of its production process.

PRAN is currently producing food products under different categories i.e. Juices, Drinks, Mineral Water, Carbonated beverages, Dairy. The company has adopted ISO 9001 as a guiding principle of its management system. The company is complaint to HACCP & certified with HALAL which ensures that only the best quality products are reaches to the consumers table across the Globe.

Our Inception We, Bangladeshi are blessed with a climate ideally suited to agriculture, specially fruits and vegetables-rich in taste and flavor: sweet, mellow and juicy.

Our deltaic plains are among the most fertile in the world created and drained by the mighty rivers-the Padma, Jamuna & Meghna. There is plenty of water and farming is a way of life to our people. Our comparative advantage as an economy lies in agriculture. We believe the way to economic prosperity is through agro-business.

PRAN is in testimony to our convictions. It stands for: “Programme for Rural Advancement Nationally”.

PRAN is Bangladesh’s largest grower and processor of fruits and vegetables. Our contract growers cultivate the choosy fruits and vegetables which are processed in our modern and hygienic factories to highest quality & international standards.

Our Mission & Vision POVERTY & HUNGER ARE CURSES

Our Aim TO GENERATE EMPLOYMENT AND EARN DIGNITY & SELF RESPECT FOR OUR COMPATRIOTS THROUGH PROFITABLE ENTERPRISES.

Our Vision: Improving Livelihood

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Consumer Care We view our consumers as our king and we are their laypeople. Our consumers have given us such success for so long years. So, we care about our consumers. Consumer care is the process by which we endorse consumers’ satisfaction and moreover, loyalty. Primarily, it grips managing communication with consumer particularly consumers’ questions and complaints and resolving disputes amicably. Eventually the goal of our consumer care program is to build long-term relationship. To meet this goal, we will go to great lengths to build a strong reputation for lavishing our consumers with special services, discounts, gifts and other benefits.

It’s our great honor to communicate with our consumers. So, we humbly request our consumers to feel free to communicate with us regarding following issues: • Complaint for our products • Price information • Benefits of products • Comments for products • Any other issues Objectives that we seek through our consumer care are: • To create a culture of customer focus • To receive complaints from our consumers on product related matters • To achieve customer satisfaction • To create rapport and loyalty

Employment Generation: Bangladesh owns a huge manpower unemployed and AMCL has generated direct and indirect employment for a large number of people over the years following company’s corporate mission. This initiative for employment generation has contributed a lot to enhance livelihood of rural as well as the urban people and its dependants since 1985.

35

PROFILES OF THE WINNING COMPANIES

Our Vision To be the premier company as Submarine Cable Telecommunications service provider in nationwide bridging the digital divide and bringing Internet to the door steps of the rural people of Bangladesh at affordable price.

Our Mission • To provide uninterrupted and quality broad-spectrum telecommunication services in transparent and competitive manner Mr. Md. Faizur Rahman Chowdhury Chairman using state-of-the art technology • To provide Bandwidth service for all kinds of international voice and data circuits through the submarine cable and optical fiber networks.

• To connect Bangladesh to the global information super highway.

• To strengthen the national ICT sector.

• To help the people of Bangladesh getting full benefit of all the Telecommunications & IT related services.

Our Strategic Objectives and Core Values • To provide subscribers easy access to an effective national and global telecommunications network.

• To provide triple play communications facilities comprising data, voice and video.

• To ensure high quality international traffic handling at lower cost.

• To flourish as a viable company and to meet the increasing demand of bandwidth.

• To achieve well-balanced growth of bandwidth in the country so that we can attain a “Digital Bangladesh” by the year 2021.

• To earn large revenue for the Government of Bangladesh through the sales of spare bandwidth to the domestic as well as international market and adoption of a dynamic and evolved business plan.

Background of the Company Bangladesh Submarine Cable Company Limited was originated and incorporated after separating from erstwhile BTTB with assets situated at Jhilongjha, Cox-Bazar named the Landing Station and the equipments thereon and subsequently the equipment installed in Head Office at 191, Tejgaon-Gulshan Link Road, Dhaka-1208. Before the separation the whole project named “Establishment of International Telecommunication System Through Submarine Cable” was undertaken by BTTB participating in an International agreement with an International Consortium namely SEA-ME-WE 4 (South East Asia Middle East Western Europe 4).

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A vendor’s agreement was signed between the representatives of GoB and the BSCCL on 30th June 2008 incorporating a statement showing a net worth of the company subtracting the liabilities from the assets. The balance is treated as Net worth payable to the Govt. in share capital. BSCCL obtained IIG License and the relevant equipment have been installed in Head Office, Regnum Centre, 191, Tejgaon-Gulshan Link Road, Dhaka-1208 and this IIG was installed with the Company’s own fund.

Ethics & Code of Conduct BSCCL has adopted clearly defined Codes of Conduct (“Code”), which reflects BSCCL’s values of integrity, respect, trust and openness. It provides clear direction on conducting business, interacting with the community, government and business partners; and general workplace behavior. It also includes guidance on disclosure of conflict of interest situations, maintaining confidentiality and disclosure of information, good practices and internal control, and the duty to report where there is a breach against the Code. The Codes are properly communicated to all the employees including the Board members and others acting on behalf, who are strictly required to abide by them. All of them have certified in writing that they have read and understood the Codes.

Product and Services BSCCL is the root service provider of submarine cable bandwidth and handles country’s lone submarine cable and it is also a IIG and ISP service provider. Presently, BSCCL is providing the following services: • Bandwidth service for different routes and different levels such as E-1, STM-1, STM-4, STM-16, etc. to the International Internet Gateway (IIG) companies through International Private Leased Circuits (IPLC).

• Bandwidth service for different routes and different levels such as E-1, STM-1, STM-4, STM-16, etc. to the International (Voice) Gateway (IGW) companies.

• IP transit.

• ISP Services

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PROFILES OF THE WINNING COMPANIES

Unique Hotel & Resorts Limited is the leading Hotel & Hospitality Management Company which is the owner of The Westin Dhaka and the pioneer of establishing Five Star hotel in private sector.

Incorporated on November 28, 2000 the Unique Hotel & Resorts Limited got the Certificate of Commencement of Business in the Brand name “The Westin Dhaka” on July 01, 2007. Since then it has been maintaining consistent growth with innovation & valued services and has become the number one in Bangladesh.

Mrs. Salina Ali Chairperson

Mr. Mohd. Noor Ali Managing Director

Unique Hotel & Resorts Ltd. is a Public Limited Company listed with Dhaka Stock Exchange and Chittagong Stock Exchange on 14 June 2012 and 5 June 2012 respectively. The address of the registered office of the company is Plot # 01, CWN (B), Road # 45, Gulshan-2, Dhaka-1212. Corporate head office of the Company is at Unique Oval, 45 Kemal Ataturk Avenue, Banani, Dhaka-1213.

Unique Hotel & Resorts Ltd, the owner of “The Westin Dhaka”- a five star hotel in Bangladesh, started its commercial operation from 1st July 2007. The principal activity of the Company throughout the period was to carry out hotel business. The business activities connected with the hotel business are carried out through a Management Contract of 17th December 1999 executed between Unique Hotel & Resorts Ltd (“the Owning Company”) and Westin Asia Management Co. (“the Operator”), a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc. Operator is knowledgeable and experienced in managing and promoting five star hotel and resorts and has (and/or its Affiliates have) performed such services throughout the globe.

In terms of Management Contract, the Operator is entitled to receive base fee, license fee, incentive fee and institutional marketing fee from the Owning Company on account of operation of the Hotel only. In addition, under the agreement, the Operator is entitled to receive office base fee and office incentive fee from the Owning Company on account of office space rented out in the Hotel premises.

38

PROFILES OF THE WINNING COMPANIES

BDCOM is one of the leading technology driven and customer focused Internet Service Providers in Bangladesh. It offers a whole range of Services such as Internet, Data Communication, IP Telephony, Application Development, Mobile Financial Services, Vehicle Tracking & Fleet Management, System Integration, Network & Security Appliances, Enterprise Hosting, Managed and Hosted Services and Graphics & Pre-Press Business Process Outsourcing. Incorporated in 1997, BDCOM has continued to grow in leaps and bounds over the years; particularly after it was listed as a Public Limited Company in 2001.

Mr. Wahidul Haque Siddiqui

Chairman In 2009, BDCOM acquired “SMILE”, one of the largest Fiber Internet Broadband Service Provider in Bangladesh. BDCOM has made significant contribution in building countrywide network infrastructure and has earned a reputation for fast, stable Internet and Data Communication - both for Home and Enterprise segment. BDCOM has gained market reputation and trust for fastest service delivery and maintaining very prompt and strong customer support wing.

Communication remains the only tool for progress. BDCOM’s philosophy is to connect people through its own ecosystem based on technology and business model innovation.

All through it’s over 18 years of successful journey, BDCOM has remained the first choice of its ever-expanding clientele, which includes more than 50 banks and many STOCK Exchanges enlisted securities houses, many Multi National and National Corporate who rely on its robust infrastructure and consistent service that rank second to none in Bangladesh. Not only that, for Enterprise Hosting Solution, BDCOM has the pride to host Prothom Alo, The Daily Star, National University, Election Commission and many other intense traffic driven sites with proven stability and trust.

39

PROFILES OF THE WINNING COMPANIES

A. M. Hamim Rahmatullah Managing Director

Singer has been operating in this region (now Bangladesh) since 1905, when the first Singer sewing machines went on sale at Chittagong and Dhaka stores and at that time the country was a part of the Indian sub continent.

After the partition of the Indian Sub Continent in 1947, Singer in East Pakistan operated as a branch of Singer Pakistan and the products used to come from West Pakistan. At the initial stage marketing operation was carried out through only 10 shops, which increased to 43 by the late 1960s.

In December 16, 1971 Bangladesh emerged as a sovereign state.

As a result the East Pakistan Branch Office was elevated to a Country Office and the sewing machines were made available from different Singer overseas sources.

Singer Bangladesh Limited was incorporated as a private limited company on 4 September 1979 under Companies Act 1913. It was converted into a public limited company in 1983 when it offered its shares to the public with the requisite permission from the Government.

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Since its inception in Bangladesh, the name Singer has been synonymous with the sewing machine.

Although Singer Corporation started diversification of its product range in early sixties, Singer Bangladesh Limited was a company with a single product - sewing machine till 1985. A single product sewing machine company began into a multi-product consumer durable company in 1985.

Today, Singer Bangladesh Limited is a large, diversified company with unmatched presence throughout Bangladesh. Beginning with the sewing machine, Singer's product portfolio has diversified to encompass a highly successful multi-brand strategy combining products of top world marques with the Company's own products across a range of electrical home appliances.

Hire Purchase scheme is one of the cardinal factors for the success of the Company. This scheme is innovative and appropriate for Bangladesh considering the socio-economic conditions of the country.

Singer Bangladesh Limited remains a member of the Worldwide Singer family. Singer Bhold B.V. is the majority shareholder in the company, holding a stake of 75%. The public shareholding accounts for 25%.

Singer Bangladesh Limited was listed with the Dhaka Stock exchange in 1983 and Chittagong Stock Exchange in 2001.

Board of Directors Mahbub Jamil

Chairman

A. M. Hamim Rahmatullah

Managing Director

Akhtar Imam

Independent Director

C. K. Hyder

Independent Director

Gavin J. Walker

Director

Gelmart M. Gellecanao

Director

Mohammad Sanaullah

Director

Akram Uddin Ahmed

Director

Mokbul Ahmed,

Director

Masud Khan

Independent Director

Dr. Syed Ferhat Anwar

Independent Director

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PROFILES OF THE WINNING COMPANIES

Group Background We commemorate 1952, the year of historic Language Movement for which we observe International Mother Tongue Day on 21st February each year. We adore 1952, the year when a milestone of Industrial Development of the country installed by BSRM on its birth. The five intrepid brothers Mr. Taherali Alibhai Africawala, Mr. Akberali Mr. Alihussain Akberali Mr. Aameir Alihussain Alibhai Africawala, Mr. Ghulam Hussain Alibhai Chairman Managing Director Africawala, Mr. Abdul Hussein Alibhai Africawala and Mr. Rajabali Alibhai Africawala ventured to put up the first steel rolling mill of the country in Nasirabad, Chittagong, which was later on keep up and running by Mr. Taherali Alibhai Africawala and Mr. Akberali Alibhai Africawala and their family members. The finest story of industrialization of the country started.

Milestones & Achievements The BSRM saga began in 1952 with the first steel re-rolling mills to emerge in the then East Pakistan.

In 1984 BSRM introduced high-strength cold-twisted steel bars to the construction industry.

In 1987 the third milestone was achieved in BSRM’s history. The four old manual mills were scrapped and an automatic billet based rolling mills was installed. This was the first automatic rolling plant of the country to produce ASTM 615 Grade-60 reinforced steel bars.

Then in 1996 the Group saw the commissioning of the largest captive billet making plant of the country at that time.

In 2006 the first and the only ribbed wire cold rolling plant in the country using European Technology to make 500 mpa yield strength wire reinforcements in sizes 4.5mm, 5.7mm and 7.1mm was introduced by BSRM helping to bring down the cost of construction.

In 2008, with the commissioning by DANIELI, Italy, BSRM has built a state-of-the-art rolling mill at Fouzderhat, a crowning glory not only for the company but also for the nation. By establishing of this industry a new era of steel manufacturing started in the country that produces Grade 500 steel bars in the brand name of “BSRM Xtreme 500W”.

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In 2009 BSRM Steels Limited the owner of DANIELI built steel plant started its historic nod by listing in both Dhaka & Chittagong stock exchanges of the country.

In 2010 another billet making plant was installed by the Group with EAF/LRF& IF marking the state-of-the-art technology of this kind.

In 2012 capacity of DANIELI built rolling mill enhanced to 600,000 MT per annum and we have already taken steps to enhance this capacity to 700,000 MT by the end of December 2015.

Capacity of the Billet Making plant under the name of BSRM Iron & Steel Co. Ltd. (BISCO) has also been increased in the same year to 180,000 MT from initial 151,000 MT per annum.

Now BSRM is conducting two major projects, the world’s largest induction-based billet making plant (BSRM Steel Mills Limited) with the capacity of 877,000 MT per annum and BMRE of its first re-rolling plant (Bangladesh Steel Re-Rolling Mills Limited) to increase the capacity to 5,40,000 MT per annum. The Billet making project is expecting to be completed by the this month to start it’s commercial operation from January 2016. Whereas the BMRE project of the re-rolling plant has been started its trial operation last August and expecting to start the commercial operation within this month. Apart from these two projects, BSRM has also started another BMRE project of BSRM Steels Limited to enhance the capacity to 7,00,000 MT per annum.

BSRM is now a renowned name in rebar manufacturing. The mill is now producing 7,00,000 tons rebars per year which is around 17.5% of the total country demand of nearly 40 lakh tons. After conducting the expansion programs as stated above BSRM will be able to produce around 12,00,000 MT rebars a year taking the market share of around 30%.

The Group concerns are ISO-9001:2000 certified. The products are also tested and certified by BUET, BDS, etc. and the Group always maintains international standard in its production for the best quality products with guaranteed customer satisfaction.

The products have also successfully qualified the “fatigue test” in UK. This is also a milestone we have achieved.

BSRM Group is a very transparent and well managed compliant industrial house in Bangladesh. The Group has a clear vision of being the number one leader of the sector on every count viz. market share, cost effectiveness, quality and innovation. Capital is continuously injected in the plants to enhance the capacity in line with market demand, improve production efficiency and produce top quality products in compliance with the international standards.

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PROFILES OF THE WINNING COMPANIES

Ratanpur Steel Re-Rolling Mills Ltd. (RSRM) was established in January 1984 to meet the growing demand for high quality M.S. deformed bars in the country .The mill is situated in the heart of the progressive Baizid Bostami Industrial Area, Chittagong.

Creating new steel from recycled steel reduces Carbon dioxide. In 2003 we started to manufacture quality billets from recycled scrap under our go green initiative. In 2006 throughout the world recycled steel made up more than million metric tons, this saved an estimated 894 million metric tons of Carbon dioxide.

Mr. Maksudur Rahman Chairman

Mr. Mizanur Rahman Managing Director

Today, RSRM is widely recognized as one of the leading steel manufacturers in the country and has embarked upon a series of initiatives aimed at increasing its production capacity to 400000 MT per annum of world class products. Plant facilities have come to include induction melting furnaces, a ladle refining furnace, a continuous casting plant and rolling mills with the latest automated features. Other necessary ancillaries like main power sub-station, water complex for primary, secondary and emergency water supply natural gas supply station, machine shop with CNC machine, pollution control system, well equipped quality control department, cranes of different capacities including crawler cranes for material handling etc.

RSRM rebar’s are supplied in size 8,10,12,16,20,25,32,40 and 50 mm diameters and also in a fixed length of 12 meters. RSRM provides bars of different size, length & grade as required by client.

Our Mission We will continue to be the first name in the region’s steel industry by harnessing our assets and resources to achieve profitable growth, operational and organizational excellence, and good corporate citizenship.

Our Vision To be the trend and power force of the steel re-rolling industry.

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PROFILES OF THE WINNING COMPANIES

British American Tobacco Bangladesh (BAT Bangladesh) is a part of BAT plc, the world’s foremost international tobacco group, with brands sold in 180 markets around the world. The Company’s success comes from satisfying adult smokers and it manufactures and markets international as well as local cigarette brands.

The company started its operationway back in 1910 and since then has had a glorious journey in this vast land of opportunities and possibilities. BAT Bangladesh is among the first few companies to be listed on the Dhaka and Chittagong Stock Exchanges and is proudly the only public listed cigarette manufacturing company in Bangladesh. It has been placed among the top 10 companies in term of market capitalisation;over 14% share of the company is owned by different arms of the government. The Companyisrecognised for being the largest tax payer in the private sector and maintaining the highest standards of corporate governance over the years in Bangladesh.

Mr. Shehzad Munim Managing Director

BAT Bangladesh Board is privileged to have a well-rounded representation of senior government officials that instils wealth of knowledge into the business. The company and its Board of Directors are committed to continuously strive for highest standards of corporate governance to ensure that its business and affairs are in strict adherence to the doctrine and principles of good corporate governance such as integrity, transparency compliance, accountability and responsible business conduct to safeguard the interests of its shareholders and stakeholders. BAT Bangladesh is one of those few corporate houses that have representation of the honourable Board members in its Audit Committee and CSR Committee, ensuring corporate governance at the highest level.

BAT Bangladesh aspires to continue and foster its partnership with the Government, its shareholders and stakeholders to uphold the standard of good governance in every sphere of its business operation in the coming years.

BAT Bangladesh board of directors are comprised with: MR. GOLAM MAINUDDIN, Chairman, BAT Bangladesh, MR. SHEHZAD MUNIM, Managing Director, BAT Bangladesh, MR. WILLIAM PEGEL, Finance Director, BAT Bangladesh, MR. MD. MOSHARRAF HOSSAIN BHUIYAN, Non- Executive Independent Director, BAT Bangladesh and Secretary, Ministry Of Industries, MR. MOHAMMAD MOINUDDIN ABDULLAH, Non-Executive Independent Director, BAT Bangladesh and Secretary, Ministry of Housing & Public Works, MR. JALAL AHMED, Non-Executive Director, BAT Bangladesh and Additional Secretary, Ministry of Finance, MR. MD. FAYEKUZZAMAN, Non-Executive Director, BAT Bangladesh and Managing Director, Investment Corporation of Bangladesh, Mr. K. H. Masud Siddiqui, Non-Executive Independent Director, BAT Bangladesh and Former Secretary, Ministry of Liberation War Affairs, MR. MD AZIZUR RAHMAN, Company Secretary, BAT Bangladesh.

45

PROFILES OF THE WINNING COMPANIES

46

PROFILES OF THE WINNING COMPANIES

Heidelberg Cement Bangladesh Limited is one of the largest producers of quality cement in Bangladesh. Heidelberg Cement Bangladesh Ltd. is a member of Heidelberg Cement Group, Germany. The grouphas 136 years of experience in producing cement and is operating in more than 40 countries. It has around 53,000 employees and an annual turnover of Euro 11.1 billion. In Bangladesh it representstwo reputed brands “Ruby Cement” and “Scan Cement”.

In 1998 Heidelberg Cement Group established its presence in Bangladesh by setting up a floatingterminal with onboard packing facilities in the port of Chittagong and by distributing the cementto the key markets of Dhaka and Chittagong. In 1999 the Group further strengthened its position inBangladesh and built a Greenfield manufacturing plant near Dhaka namely “Scan Cement International Limited” with an installed capacity of 0.750 million tones per year. In 2000 Heidelberg Cement Group bought a minority position at Chittagong based company namely “Chittagong Cement ClinkerGrinding Co. Limited (CCCGCL)” quickly followed by the acquisition of a controlling stake. The plantin Chittagong has an installed capacity of 0.7 million tones per year. In 2003, the two companies were amalgamated and the company’s name was changed to Heidelberg Cement Bangladesh Limited. Since 2004, the Company has diversified its product range by introducing Portland Composite Cement (PCC) into the market. The Company also produces othertypes of cement namely Ordinary Portland Cement (OPC).

The Company further increased the capacity of its Kanchpur plant by setting up another grindingunit of 0.45 million tones per year that was commissioned in 2008. The company has also increasedthe capacity of its Chittagong plant by installing another grinding unit of 0.750 million tonesper year which is on operation from the end of 2011 and the Company inaugurated the cement mill in 2012.

Both the plants are certified according to the globally applicable environmental management systemstandards-14001.In 2013, the Company installed another Cement SILO with a capacity of 8000MT in its Kanchpur plant as a part of its Sailo project which will help to increase the productivity of the Company.

47

PROFILES OF THE WINNING COMPANIES

Summit Power Limited (SPL), a subsidiary of Summit Group is the first Bangladeshi independent Power Producer (IPP) in Bangladesh in private sector providing power to national grid. SPL was incorporated in Bangladesh on March 30, 1997 as a Private Limited Company. On June 7, 2004 the Company was convertedinto Public Limited Company under the Companies Act 1994.

Today Summit Power Limited owns and operates 08 (eight)Power plants at different Mr. Muhammed Aziz Khan Lt. Gen. (Retd.) Abdul Wadud locations across the country having a total Chairman Managing Director capacity of 317MW. Its plants are manufactured by world famous technotex companies i.e. Wartsila- Finland, Caterpillar- USA, and GEJenbacher, Austria. All of its power plants run 24 hours a day to support the national grid. As per private sector power generation policy of Bangladesh Summit sell selectricity only to the Bangladesh Power Development Board (BPDB) or to the Rural Electrification Board (REB). Due to the practice of Integrated Management System (IMS), the Company has been certified by ISO9001: 2008 – Quality Management system, ISO14001: 2004- Environmental Management System and OSHAS18001: 2007 – Occupational Health and Safety Assessment System certificates.

Summit Power Limited holds 17.64% of the ownership of Khulna Power Company Limited (KPCL). That Means 50 MW (approximately) has been added with that of SPL being the total capacity of 367 MW. This fastgrowing company has set a mission to expand the company with a power generation capacity to the tune of a modest 20% of the electricity requirement in Bangladesh. In the way to this mission to enlighten the nation, recently the Company is going to implement two new power plants with a total generation capacity of 165 MW of whose one having capacity of 110 MW in Rupatoli, Barisal and another of 55 MW in Madanganj, Narayanganj.

Dueto Management's dedication, integrity and leadership, the Company has been applauded locally and internationally by several awards, i.e. - Best Fast Track Power Project Award by Asian Power Awards, International Star for Leadership in Quality Award by Business Initiative Directions (BID), ICMAB Best Corporate A ward in Power Sector; ICAB National Award for Best Published Accounts and Reports in Manufacturing Sector, ICSB National Award for Corporate Governance Excellence and Best Power Generation Company Award in Private Sector Power Generation. In addition to these, Mr. Muhammed Aziz Khan, the Chairman of Summit Group, was honoured at the 15th DHL Daily Star Bangladesh Business Awards with the prestigious “Business Person of the Year 2014” award.

Summit Power Limited supports various Government, Non-Government Organizations (NGO), community capacity development institutions and contributes towards many social and humanitarian causes as part of its Corporate Social Responsibilities (CSR) including SEID Trust, Summit Professional and Amateur Cup Golf Tournament, Shilpangan Trust, PROYASH, Friendship Summit Energy Project, Siraj Khaleda Memorial Hospital in Dhaka Cantonment and Prothom Alo Trust Board. Such activities are in favor of education, sports, underprivileged and handicapped children and youth, electrification to the remote char dwellers and so on.

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PROFILES OF THE WINNING COMPANIES

Who we are MJL Bangladesh Limited, formerly Mobil Jamuna Lubricants Limited, is a joint venture company between state owned Jamuna Oil Company and EC Securities Limited (subsidiary of the East Coast Group). The journey of blending world-class lubricants in Bangladesh started in 1998 when Mobil Corporation (after the merger known as ExxonMobil Corporation) decided to set up Mobil Jamuna Lubricants Limited in partnership with the state owned Jamuna Oil Company Limited.

Mr. Azam J Chowdhury Managing Director

MJL Bangladesh Limited envisioned that Bangladesh would be one of the few countries in the region to blend high quality lubricants. MJLBL started its commercial operation on May 20, 1999. The company commissioned a state- of-the-art Lube Oil Blending Plant (LOBP) - the first of its kind in the country - in May 2003. Since then, the production of this plant and marketing activities of MJL Bangladesh Limited have expanded greatly.

As required by ExxonMobil’s Quality Integrity Management System (QIMS), this zero emission Plant strictly follows the quality programs, starting from receiving the base oils from ExxonMobil and additives sourced from other global suppliers as per ExxonMobil recommendation and formulation. The Plant is certified by ExxonMobil QP&G and QIMS, and Germinischer Lloyd (GLC) for ISO 9001-2008. A team of highly qualified, trained and skilled personnel operate the plant with a warranty of hundred percent product quality assurances.

With a nationwide supply chain to cater the lubricant needs of the country, the Company strictly follows a “customer first” policy. Its expert sales and engineering support service personnel work with utmost dedication to identify the right products and services for the customer’s needs. One can easily find in the market a professional array of the quality products blended and marketed by MJL Bangladesh Limited (MJLBL). Where there is engine there is presence of MJL Bangladesh Limited to give appropriate lubrication solutions. Thus the lubricants blended and marketed by MJL Bangladesh Limited are being used in powering the engines touching all corner-stones of modern developments of the country including motor vehicles, locomotive engines, river, sea and ocean going vessels, aviation and power and other sectors of the country.

Being a shining example of Technology Transfer in the country, the company has created direct employment opportunities for 156 people, 2000 associated jobs, significant value addition in lube blending and the availability of world-class lubricants and greases in Bangladesh.

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Corporate History The Linde Group has a history of over 130 years built on a heritage of innovation with a strong focus on technology. The company’s founder, Professor Doctor Carl von Linde, invented refrigeration technology and pioneered a process of air separation. Today, we are a global market leader in gases and engineering solutions.

The Linde Group is a world-leading gases and engineering company with approximately 65,500 employees working in more than 100 countries worldwide. In the 2014 financial year, it achieved sales of EUR 17.1 bn (2013-EUR 16.7 bn).

Mr. Erphan Shehabul Matin Chairman

Our bequest in Bangladesh

Linde Bangladesh Limited, a member of the Linde Group, has been contributing towards the development of the nation as a silent partner. A strong in–built culture with work values reinforced and developed Linde Bangladesh over the years which are reflected in the performance of its employees for more than 60 years with continuous expansion in operations and business.

We sell our products to more than 35000 customers from a wide spectrum of industries running from chemicals and petrochemicals to steel. Our team of around 400 trained, motivated and professional members manages 24 hour operations at three major locations across the country to support our customers.

In Linde Bangladesh Limited we are committed to the quality of our product & services. Our motto is to ensure optimum conditions in health, safety and the environment for employees, customers and stakeholders.

Our milestones at a glance 1953 1973 1976 1979 1995 1995 1999 2000 2004 2006 2010 2011 2013

Chittagong Oxygen plant was commissioned.

Bangladesh Oxygen Limited (BOL) incorporated in the joint stock companies and received government approval as the first full-fledged “Company” of the newly formed country.

First CO2 plant was introduced.

Welding Training Centre started it’s journey.

The company changed its name from “Bangladesh Oxygen Limited” to “BOC Bangladesh Limited.”

Rupgonj ASU Plant was commissioned.

Shitalpur plant was bought over with 20TPD production facility.

ASPEN at Shitalpur and LPG Bottling plant at Bogra commissioned.

Moved into newly built Corporate Office.

The BOC Bangladesh Limited acquired by the Linde Group, Germany.

Achieved BDT 100 Crore EBITDA. The company changed its name from “BOC Bangladesh Limited” to “Linde Bangladesh Limited.”

LPG Plant at Bogra decommissioned.

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COPORATE GOVERNANCE AWARDING CHARTER ICSB initiatives to promote good governance in corporate Bangladesh Secretarial Standard Board Main objectives for Awarding Jury Board Technical Committees Adjudication Process a. Evaluation & Assessment Tools Awards Categories & Eligibility Score Card Questionnaire

51

ICSB initiatives to promote good governance in corporate Bangladesh 

ICSB undertook various measures to promote and facilitate good governance in the corporate sector of Bangladesh



ICSB identified the need for integration, harmonization and standardization of diverse secretarial practices, has constituted the Secretarial Standards Board with the objective of formulating Secretarial Standards.

Secretarial Standard Board 



The Institute has issued two Secretarial Standards : 

BSS-1 Secretarial Standard on Board of Directors Meeting



BSS-2 Secretarial Standard on General Meetings

More Secretarial Standards are on the process to develop, like

Secretarial Standard on Dividend



Secretarial Standard on Minutes

Recommendation has been made to include in the New Companies Act compulsory compliance of Secretarial Standard on Meeting of the Board of Directors and Secretarial Standard on General Meetings. Many companies today are voluntarily adopting Secretarial Standards in their functioning.

Main Objectives for Awarding 

Promoting governing excellence is the main objective of our Institute. Globally, Chartered Secretaries Institute is called the Institute of Governance. ICSB is nurturing the profession of chartered secretary in the field of corporate management, specially emphasizing on the governance and compliance issues.



The Institute is a member of Corporate Secretaries’ International Association (CSIA), Geneva, Switzerland, since 17 April, 2012. CISA is the global voice of Governance.



The ICSB National Award for Corporate Governance Excellence will be conferred annually to public listed companies adjudged by the Jury as a front-runner in adhering to the Corporate Governance norms in reality. The main objectives are :



Recognizing leadership efforts of corporate board in practicing the CG principles functioning



Motivating the corporate in focusing CG practices in their functioning



Implementation of CG norms in true letter and spirit.

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in their

JURY BOARD The Jury to adjudge the awardees for the 2nd National Awards for Corporate Governance Excellence, 2014 is as follows: Chairman Dr. A. B. Mirza Md. Azizul Islam Former Advisor, Ministry of Finance, Planning Caretaker Government of Bangladesh Members Mr. Suhel Ahmed Choudhury Former Secretary Ministry of Commerce, Government of Bangladesh Mr. Faruq Ahmad Siddiqi Former Commerce Secretary & Former Chairman Bangladesh Securities and Exchange Commission Mr. Md. Abdul Karim Former Principal Secretary to the honorable Prime Minister Mr. Feroz Ahmed Former Secretary Ministry of Commerce, Government of Bangladesh Secretary to Jury Board Mr. Mohammad Nurul Alam FCS Council Member of ICSB and Chairman, Corporate Governance Award Committee

TECHNICAL COMMITTEES Ten Technical Committees (TC) comprising three members in each committee would be responsible for independent appraisal and evaluation of the entities on the basis of annual report published in year 2014. The TCs members would be selected by the Corporate Governance Award Committee from the Fellow and Associate members of Institute of Chartered Secretaries of Bangladesh. The members who are working in any listed companies are not eligible for being a member in any TC. It is also notable that the members working in the industry would not be included in the TC of same category/industry. The ten TCs are as below: 1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Technical Committee - 1 Technical Committee - 2 Technical Committee - 3 Technical Committee - 4 Technical Committee - 5 Technical Committee - 6 Technical Committee - 7 Technical Committee - 8 Technical Committee - 9 Technical Committee -10

Banking companies Non-Banking Financial Institutions Insurance companies Pharmaceutical & Chemicals companies Textiles and RMG companies Food and Allied companies IT, Telecom & Services companies Engineering companies Manufacturing companies Fuel and Power companies

53

Adjudication Process Methodology: Evaluation and Assessment Approach The method of adjudication involved reading through publicly available information, such as-

Companies Annual Reports Audited Financial Reports Notices to call general meetings Investors information Website analyses Code of Conduct Other public information

Evaluation & Assessment Tools The ICSB Corporate Governance Scorecard was developed based on the: -

Corporate Governance Guideline issued by the BSEC Stock Exchange Listing Rules OECD principles on Corporate Governance Board practices (Global best practice) Global Corporate Governance Forum (GCGF)

Evaluation Process Primary selection: By the Technical Committees i).

Technical Committee - 1

Banking companies

ii).

Technical Committee - 2

Non-Banking Financial Institutions

iii). Technical Committee - 3

Insurance companies

iv). Technical Committee - 4

Pharmaceutical & Chemicals companies

v).

Textiles and RMG companies

Technical Committee - 5

vi). Technical Committee - 6

Food and Allied companies

vii). Technical Committee - 7

IT, Telecom & Services companies

viii). Technical Committee - 8

Engineering companies

ix). Technical Committee - 9

Manufacturing companies

x).

Fuel & Power companies

Technical Committee - 10

Final selection: By the Jury Board

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Categories of Corporate Governance Award Sl. No. 1 2 3 4 5 6

Categories Banking companies Non-Banking Financial Institution Insurance companies Pharmaceuticals & Chemicals Companies Textiles and RMG companies Food and Allied companies

Bank

30

Nos. as per ICSB Categories 30

Financial Institutions

23

23

Insurance

46

46

Pharmaceuticals & Chemicals

27

27

Textile

41

41

Food & Allied

18

18

6 2 4 1 4

Segments of Stock Exchanges

Nos. as per SE

7

IT, Telecom & Service companies

IT Sector Telecommunication Services & Real Estate Mis. (BSC) Travel & Leisure

8

Engineering companies

Engineering

31

31

Manufacturing companies

Jute Cement Ceramics Sector Paper & Printing Tannery Industries Mis (Berger, Aramit, GQ pen, kbppwbil, miracleind, nfml, Savar EFR, Sino Bangla, Usmaniaglas

3 7 5 2 5

31

9

10

Fuel & Power companies

Fuel & Power

55

17

9

18

18

Awards Categories Following 10 categories of eligible entities be bestowed under the ICSB National Awards for Corporate Governance Excellence, 2014. These 10 categories covered all the 18 categories of listed companies under the Dhaka Stock Exchanges.

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Banking companies Non-Banking Financial Institutions Insurance companies Pharmaceutical & Chemicals companies Textiles and RMG companies Food and Allied companies IT, Telecom & Services companies Engineering companies Manufacturing companies Fuel & Power companies

Eligibility The eligibility criteria for participation in the ICSB National Award for Corporate Governance Excellence is as under: 

Listed entities in Stock Exchanges in Bangladesh which send their nomination for the Award with 3 (three) copies of annual report of the entities published in the year 2014.

Required Documents The following document will be required for evaluating the participating companies for the Awards: 

3 (three) copies of Annual Report 2014

Award Selection 

3 (three) Entities of each category (10x3=30 Entities) will be awarded.

SCORE CARD Section

Marks

Board Independence and Governance

15%

Board System and procedure

25%

Transparency and Disclosure

15%

Shareholder Value Enhancement

15%

Stakeholders Value Enhancement

15%

CSR

5%

Other good governance initiative and recognition

10%

Total:

100%

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QUESTIONNAIRE ICSB National Award for Corporate Governance Excellence 2014 Sl. No 01

02

03

04

05

No. of Question

Particulars Board Independence & Governance: 15% (a) Chairman – Executive or Non-Executive (b) Office of the Chairman and CEO held by different person. (c) Discloser of criteria for appointment of Independent Directors in the Annual Report. (d) Written policy for induction of Directors. (e) Proportion of Independent Director to total member of Directors. (f) Role of Company Secretary & his/her background.

Board Systems and Procedures: 25% (a) Notice/Agenda in respect of Board/Committee Meetings. (b) Attendance in Board Meetings regarding Directors. (c) Board Committees in the Company. (d) Proportion of Independent directors in the Audit Committee. (e) Details of attendance in the Audit Committee meetings.

Board Systems and Procedures: (a) Gap between two Board Meetings. (b) Written code of conduct for Directors & Senior Management. (c) Particulars of whistle Blower policy (d) Information relating to compliance certificate (e) Policy of reviewing effectiveness of the Board of Director. (f) Independence of the Chairman of all Board Committees (g) Reporting of Internal Auditor to the Audit Committee (h) Presence of the Chairman of the AC at the AGM. (i) Financial expert in the Audit Committee (j) Particulars of Remuneration Committee (k) Information applied to the Board Transparency & Disclosure Compliances: 15% (a) Particulars of Purchase / Sale of goods/ materials/ or services by the Company to directors their relatives etc. (b) Disclosure in the Annual Report about related party transaction. (c) Disclosure regarding compliance of IFRS/ BFRS (d) Disclosure regarding compliance of ICSB Secretarial Standards. (e) Adverse remarks in the Auditors’ Report (f) Certification of annual financial statements by the CEO & CFO. (g) Presentation of FS on its website (h) To view the level of shareholders satisfaction and confidence toward the company.

Transparency and Disclosures Compliances: (a) Disclosure made to the shareholders in the annual report. (b) Disclosure pertaining to the remuneration package of Directors in the Annual Report. (c) In function to shareholders regarding the appointment/ reappointment of MD/ Director. (d) Means of Communication with the shareholders.

57

6

System Binary Scale

5

Graphic Rating Scale

11

Graphic Rating Scale

12

Binary Scale

4

Multiple Items Category

Sl. No

No. of Question

Particulars Shareholders value Enhancement : 15% (a) Growth is net worth of the company during the last 5 years. (b) Percentage of dividend paid in previous 5 financial years. (c) EPS of the company for the last 5 years (d) Periodic reminders to shareholding who have not enchased their dividend.

Stakeholders value Enhancement: 15% (a) To know the level of customer / consumers satisfaction (b) Policy to encourage employees participation in management. (c) Payment to vendors on time (d) Payment of Taxes to the Govt/Authorities on time. (e) Dispute/default in respect of payment of govt. taxes (f) Policy of supply chain management

06

07

Corporate Social Responsibility: 5% (a) Policy on CSR (b) Particulars about development of surrounding areas of its projects site by the company (c) Particulars of the forestation and plantation of trees. (d) Policy to prevent employment of child labour in company’s plants. (e) Whether employees and their immediate family members take part in community welfare initiative of the company (f) Any scheme maintain under CSR programs.

Other Good Corporate Governance initiatives / recognitions: 10% (a) Any award won by the company for Corporate Governance (b) Vision and Mission statement of the Company in the Annual Report (c) Corporate Governance Report in the Annual Report

08

09

System

4

Graphic Rating Scale

6

Primary Scale

6

Binary Scale

3

Open Ended Questions Category

Total Weightage 100% Judicators: 1.

Graphic Rating Scale: In case of 15 questions, a 10 points scale ranging between 1 to 10 to be adapted.

2. Binary Scale: In case of 30 questions where the answers can be provided as “yes” or “No” binary scale method to be used.

3. Multiple Item Category: In case of 7 questions the value of each question to be calculated by dividing the total marks with the number of items in the question.

4. Opened ended questions Category:

58

Institute of Chartered Secretaries of Bangladesh

BSS–1 SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS

Institute of Chartered Secretaries of Bangladesh A Statutory Body Under an Act of Parliament Padma Life Tower (7th & 8th Floor), 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka-1000, Bangladesh Phone: 880 2 831 5338, 933 9957, 933 6901, 935 6972, 934 9578, E-mail: icsb@icsb.edu.bd, www.icsb.edu.bd

BSS–1

Institute of Chartered Secretaries of Bangladesh

BSS–1 SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS

CONTENTS PREFACE TO THE SECRETARIAL STANDARDS DEFINITIONS

SECRETARIAL STANDARDS 1.

Convening a Meeting

2.

Frequency of Meetings

3.

Quorum

4.

Attendance in Meetings

5.

Chairman

6.

Passing of Resolution by Circulation

7.

Minutes

8.

Attendance in Meetings and their Recording in the Minutes

9.

Preservation of Minutes and Supporting Papers

10. Disclosure 11. Effective Date

62

BSS–1

INSTITUTE OF CHARTERED SECRETARIES OF BANGLADESH (ICSB) PREFACE TO THE SECRETARIAL STANDARDS Secretarial Standards Board and its Objectives The Institute of Chartered Secretaries of Bangladesh (ICSB), recognizing the need for integration, harmonization and standardization of diverse secretarial practices, has constituted the Secretarial Standards Board (SSB) with the objective of formulating Secretarial Standards.

Scope and Functions of the Secretarial Standards Board The scope of SSB is to identify the areas in which Secretarial Standards need to be issued by the Council of ICSB and to formulate such Standards, taking into consideration the applicable laws, business environment and best secretarial practices. SSB will also clarify issues arising out of such Standards and issue guidance notes for the benefit of members of ICSB, corporate and other users.

The main functions of SSB are: (i) (ii) (iii) (iv)

Formulating Secretarial Standards; Clarifying issues arising out of the Secretarial Standards; Issuing Guidance Notes; and Reviewing and updating the Secretarial Standards/Guidance Notes at periodic intervals.

Need for Secretarial Standards Companies follow diverse secretarial practices and, therefore, there is a need to integrate, harmonies and standardize such practices so as to promote uniformity and consistency.

Scope of Secretarial Standards The Secretarial Standards do not seek to substitute or supplant any existing laws or the rules and regulations framed there under but, in fact, seek to supplement such laws, rules and regulations.

Secretarial Standards that are issued will be in conformity with the provisions of the applicable laws.

However, if, due to subsequent changes in the law, a particular Standard or any part thereof becomes inconsistent with such law, the provisions of the said law shall prevail.

ICSB will endeavor to persuade the Government of Bangladesh and appropriate authorities to enforce these Standards, to facilitate the adoption thereof by industry and corporate entities in order to achieve the desired objective of standardization of secretarial practices.

Procedure for issuing Secretarial Standards The following procedure shall be adopted for formulating and issuing Secretarial Standards: 1. SSB, in consultation with the Council, shall determine the areas in which Secretarial Standards need to be formulated and the priority in regard to the selection thereof.

2. In the preparation of Secretarial Standards, SSB may assign to Secretarial Practice Sub Committee to formulate preliminary drafts of the proposed Standards.

63

BSS–1 3. The preliminary draft of the Secretarial Standard prepared by the Secretarial Practice Sub Committee shall be circulated amongst the members of SSB for discussion and shall be modified appropriately, if so required.

4. The preliminary draft will then be circulated to the members of the Council of ICSB or other bodies/organizations as may be decided by SSB, for ascertaining their views, specifying a time-frame within which such views, comments and suggestions are to be received.

A meeting of SSB with the representatives of such bodies / organizations may then be held, if considered necessary, to examine and deliberate on their suggestions.

5. On the basis of the preliminary draft and the discussion with the bodies/organizations referred to in 4 above, an Exposure Draft will be prepared and published in the “Chartered Secretary�, the journal of ICSB, and also put on the Website of ICSB to elicit comments from members and the public at large.

6. The draft of the proposed Secretarial Standard will generally include the following basic points: (a) Concepts and fundamental principles relating to the subject of the Standard; (b) Definitions and explanations of terms used in the Standard; (c) Objectives of issuing the Standard; (d) Disclosure requirements; and (e) Date from which the Standard will be effective.

7. After taking into consideration the comments received, the draft of the proposed Secretarial Standard will be finalized by SSB and submitted to the Council of ICSB. 8. The Council will consider the final draft of the proposed Secretarial Standard and finalize the same based on the recommendation of the SSB. The Secretarial Standard on the relevant subject will then be issued under the authority of the Council.

Compliance with Secretarial Standards The Institute will request the Government and other appropriate authorities to enforce these Standards and will endeavor to educate the users about the utility and need for compliance with these Standards.

The Standards will be made mandatory thereafter.

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BSS–1 ICSB BSS – 1 SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS DEFINITIONS The following terms are used in this Standard with the meaning specified: Act: means the Companies Act, 1994 (Act 18 of 1994), or any statutory modification or re-enactment thereof and includes any Rules and Regulations framed there under.

Article or Articles: means the Articles of Association of a company, as originally framed or as amended from time to time, including, where they applicable or appropriate, the Regulations contained in the Tables in Schedule I to the Act. Board: means the Board of Directors of a company.

Chairman: means the Chairman of the Board, or the Chairman appointed or elected for presiding over a Meeting.

Committee: means a Committee of the Board and includes any Sub-committee under a Committee to act on its behalf.

Disinterested Director: means a director who is not, directly or indirectly, an Interested Director to an agenda or item of a meeting. Interested Director: means a director who is directly or indirectly concerned or interested in any contract, arrangement or item of the business which is under consideration of the Board.

Meeting: means a Meeting, duly been convened, constituted and held, of the Board or any Committee or Subcommittee thereof.

Original Director: means a Director in whose place the Board has appointed any other individual.

Quorum: means the minimum number of Directors whose presence is necessary for a Meeting.

Secretary: means the Company or Chartered Secretary of a company or companies.

Unpublished price sensitive information : means any data or information which is material or generally not yet known or disclosed or published by the company for information of general public but which, if published, disclosed or known, is likely to materially affect the price of the securities of the company in the secondary market.

Such information includes financial results or basic information relating thereto, intended declaration of dividend, announcement of bonus, rights shares and other corporate benefits, issue of securities, buy and sale of fixed assets, BMR&E, setting up of new unit or projects, any major expansion plans, amalgamation, merger and takeovers, de-mergers, compromise or arrangement with creditors and members, disposal of the whole or substantially the whole of the undertaking, any changes in policies, company’s activities (viz. products, produced goods, planning, implementation or policy formulation relating thereto, plans or operations of the company), and such other information as may affect the earnings of the company.

Words and expressions used herein and not defined shall have the meaning respectively assigned to them under the Act.

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BSS–1 ICSB BSS – 1 SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS 1. Convening of a Meeting 1.1 Authority Any Director of a company including the Chairman may, and the Secretary on the requisition of a Director shall, at any time, summon a Meeting of the Board unless the Articles of the company provide otherwise.

1.2 Notice i.

Every Director of the Company shall be entitled to get the Notice of every Meeting in writing in any mode including by hand or by post or by facsimile or by e-mail or by any other electronic mode. A director may specify any particular mode to receive such notices. If any of the Directors so specifies, the Notice shall be sent to him by such mode.

ii.

The Notice of the Meeting shall specify the day, date, time and full address of the venue wherein the Meeting be held.

A Meeting may be held at any place, any time, on any day.

iii. The Notice of a Meeting shall be given in respect of all meetings including the Meetings which are held on pre-determined dates or at pre-determined intervals. iv. Notice shall be given at least seven (7) days before scheduled date of the Meeting unless the Articles of the company denote a longer period for such notice.

Notice need not to be given of an adjourned Meeting other than a Meeting that has been adjourned “sine die”. However, Notice of the reconvened adjourned Meeting shall be given to those Directors who were absent in the Meeting which had been adjourned. v. Unless a Notice has not been given to the directors then no business shall be transacted at a Meeting. vi. The Agenda as to be transacted at the Meeting along with Notes to the Agenda shall be circulated or sent at least three (3) days before the date of the Meeting. vii. Each Agenda to be transacted in the meeting shall be supported by notes, details of the item and, where a Resolution is required to be passed, the draft Resolution shall be attached with the Notice. viii. The Notice may be given at shorter period of time than those respectively stated above if the majority of members of the Board or Committee so agree. The proposal to hold the Meeting at a shorter notice shall be stated in the Notice and the fact that consent thereto was obtained shall also be recorded in the Minutes.

Notice, Agenda and Notes on Agenda shall be given to all Directors or to all Members of the Committee, as the case may be, at their respective addresses as provided by them, whether in Bangladesh or abroad, and shall also be given to the Original Director, even when the Notice, Agenda and Notes on Agenda have been sent to the Alternate Director.

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ix. Any supplementary item not originally included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of the majority of the Directors present in the Meeting. However, no supplementary item which is of significance or is in the nature of unpublished price sensitive information shall be taken up by the Board without prior written Notice.

The items of business to be transacted shall be arranged in order of those items that are of a routine or general nature or which merely require to be noted by the Directors, and those items which require discussions and specific approval.

Besides the items of business that are required by the Act or any other applicable law to be considered at a Meeting of the Board and all material items having a significant bearing on the operations of the company, there are certain items which, if applicable, shall also be placed before the Board. An illustrative list of such items is given at Annexure ‘A’.

There are certain specific items which shall be placed before the Board at its first Meeting and there are certain items which shall be placed before the Board at the Meeting held for consideration of the year-end accounts.

2. Frequency of Meetings i. Meetings of the Board The Board shall meet at least once in every quarter of a calendar year i.e in three months, and at least four Meetings are to be held in each year. The maximum interval between any two Meetings shall not be more than 90 days.

Each Meeting shall be of such duration to enable proper deliberations to take place on agenda or items placed before the Board. ii. Meetings of Committees Committees shall meet at least as often as stipulated by the Board or as prescribed by any other authority.

3. Quorum 3.1 Meetings of the Board i.

Quorum shall be present throughout the Meeting. No business shall be transacted unless the Quorum is so present.

The Quorum for a Meeting of the Board shall be one-third of the total strength of the Board (any fraction contained in that one-third being rounded off as one), or two Directors, whichever is higher.

Where the requirements for the Quorum, as provided in the Articles, are stricter, then the Quorum shall conform to such requirements.

If the number of Interested Directors exceeds or is equal to two-thirds of the total strength, the remaining Directors present at the Meeting, being not less than two, shall be the quorum during such time.

ii.

Where the number of Directors is reduced below the minimum fixed by the Articles, no business shall be transacted unless the number is first made up by the remaining Director(s) or through a general meeting.

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If a Meeting of the Board could not be held for want of quorum, then, unless the Articles otherwise provide, the Meeting shall automatically stand adjourned to the same day in the next week, at the same time and place.

3.2 Meetings of Committees The presence of all the members of any Committee constituted by the Board is necessary to form the Quorum for Meetings of such Committee unless otherwise stipulated by the Board while constituting the Committee.

Certain guidelines, Rules and Regulations framed under the Act or by any statutory authority may contain provisions for the Quorum of a Committee and such stipulations shall then be followed.

4. Attendance at Meetings i.

An Attendance Register shall be maintained containing the names and signatures of the Directors present at the Meeting.

If an attendance register is maintained in loose-leaf form, it shall be bound at reasonable intervals.

ii.

Leave of absence shall be granted to a Director only when a request for such leave has been communicated to the Secretary or to the Board or to the Chairman.

5. Chairman 5.1 Meetings of the Board i.

Every company shall have a Chairman who will preside over the Meetings of the Board.

ii.

It will be the duty of the Chairman to look into that the Meeting is duly convened and constituted as per the provisions of the Act or any other applicable guidelines, Rules and Regulations before it proceeds to transact business.

iii. The Chairman shall then conduct the proceedings of the Meeting and ensure that only those items of business as have been set out in the Agenda are transacted and ideally in the order in which the items appear on the Agenda. iv. The Chairman shall encourage deliberations and debate and assess the sense of the Meeting. The Chairman shall ensure that the proceedings of the Meeting are correctly recorded and, in doing so, he may include or exclude any matter as he deems fit. v. In the case of a public company, if the Chairman himself is interested in any item of business, he shall entrust any other dis-interested Director present to conduct the proceedings in respect of such item.

After the transaction of the item of business is over then the Chairman may resume his position.

5.2 Meetings of Committees The Board, while constituting any Committee, shall also appoint the Chairman of the Committee so constituted.

6. Passing of Resolution by Circulation i.

A Resolution proposed to be passed by circulation shall be sent in draft, together with supporting papers to all the Directors separately, and in the case of a Committee, to all the members of the Committee.

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BSS–1 It will be appropriate if only those matters, which are of an urgent nature are approved through the Resolutions by circulation. ii.

The Resolution as to be passed by circulation and the supporting papers shall be circulated by hand, or by post, or by facsimile, or by e-mail or by any other electronic mode.

iii. The Resolution shall be deemed to have been passed on the date on which it is signed and dated as approved by all the Directors then in Bangladesh, being not less than the Quorum, or on the date on which it is approved by the majority of the Directors entitled to vote on the Resolution, whichever is earlier. iv. Resolutions sent for passing by circulation shall be noted along with the decision thereof, at the next Meeting of the Board or Committee, as the case may be, and to be recorded in the Minutes of such Meeting. v. The annual accounts of a company shall be approved at a Meeting of the Board and shall not be by a Resolution by circulation. vi. Quarterly or half-yearly financial results shall be approved at a Meeting of the Board or its Committee and shall not be by a Resolution by circulation. vii. In the case of a listed company, if there is any material variance between un-audited and audited results, the review report of the Auditors shall also be discussed and approved at a Meeting of the Board and not approved by a Resolution by circulation.

7. Minutes i.

Within fifteen days from the date of the Meeting of the Board or Committee or of an adjourned Meeting, the draft Minutes thereof shall be circulated to all the members of the Board or the Committee, as the case may be, for their necessary comments.

ii.

The Directors shall forward their comments on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalized and entered in the Minutes Book within the specified time limit of thirty days.

iii. The Minutes of proceedings of a Meeting shall be entered in the Minutes Book within thirty days from the conclusion of the Meeting. iv. In any case a Meeting is adjourned; the Minutes shall be entered in respect of the original Meeting as well as the adjourned Meeting within thirty days from the date of the respective Meetings. In respect of a Meeting adjourned for want of Quorum, a statement to that effect shall be recorded in the Minutes Book by the Chairman or any Director as designated by the Board who was physically present at the Meeting. v. The date of entering the Minutes shall be specified in the Minutes Book by the Secretary. vi. The Chairman shall put his initial on each page of the Minutes, and put his full signature on the last page of the Minutes along with the date of signing of the Minutes. vii. While the law requires that Minutes of the proceedings shall be entered in the Minutes Book within thirty days of the Meeting, there is no prescribed time limit within which such Minutes have to be signed. They could be signed beyond a period of thirty days if the succeeding Meeting is held after a period of thirty days from the date of the earlier Meeting. However, it is also not obligatory to wait for the next Meeting in order to have the Minutes of the previous Meeting signed. Such Minutes may be signed by the Chairman of the Meeting at any time before the next Meeting is held.

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BSS–1 viii. The Minutes of Meetings of the Board can be inspected by the Directors only. While the Auditors of the company or Chartered Secretary in Practice appointed by the company can also inspect the Minute Books in the course of their audit or certification. A member of the company or any other person has no right to inspect the Minutes of Meetings of the Board or any Committee thereof. ix. Officers of the Registrar of Joint Stock Companies & Firms, other Government or regulatory bodies duly authorized in this behalf under law, during the course of an inspection, can also inspect the Minutes for discharging of their official duties. x. Minutes shall not be pasted or attached to the Minutes Book. xi. Minutes, if maintained in loose-leaf form, shall be bound at intervals coinciding with the financial year of the company.

The pages of the Minutes Book shall be serially numbered and there shall be proper locking device to ensure security and proper control to prevent any sort of removal of the loose leaves of the Minutes Book. xii. Extracts of the Minutes shall be given only after the Minutes have duly been signed. However, certified copies of any Resolution passed at a Meeting may be issued even pending signing of the Minutes by the Chairman, if the draft of that Resolution had been placed at the Meeting and was duly approved. xiii. Minutes of an earlier Meeting shall be noted at the next Meeting. xiv. Any alteration, other than grammatical, typographical or minor corrections, in the Minutes as entered, shall be made only under the approval taken in the subsequent Meeting in which such Minutes are sought to be altered. xv. The Minutes of Meetings of any Committee shall be circulated to the Members of the Board along with the Agenda for the Meeting of the Board next following such Meeting of the Committee and shall be noted at the Board Meeting. xvi. At the time of circulating the Agenda for the Meeting of the Board, if the Minutes of Meetings of any Committee are pending noting by the Committee on such Minutes shall be circulated to the Board in draft form.

8. Attendance in Meetings and their Recording in the Minutes i.

The names of the Directors present in the Meeting along with the names of persons who were in attendance and the names of invitees in the Meeting, if any, shall be recorded in the Minutes.

ii.

Apart from the Resolution or the decision, the Minutes shall mention the brief background of the proposal and the rationale for passing the Resolution or taking of the decision.

iii. The names of the Directors who have dissented or have abstained from the decision shall be recorded. Similarly, the fact that an interested Director who did not participate in the discussion or vote on the agenda shall also be recorded in the Minutes. iv. Wherever any approval of the Board or of the Committee is taken on the basis of certain papers laid before the Board or the Committee, proper identification by initialing of such papers by the Chairman or any Director shall be made and a reference thereto shall be made in the Minutes.

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BSS–1 9. Preservation of Minutes and Supporting Papers i.

The Minutes of all Meetings shall be preserved permanently.

ii.

If a company has been merged or amalgamated with any other company, the Minutes of all Meetings of the Board and Committees of the transferor company shall be preserved permanently by the transferee company for any future references notwithstanding the fact that the identity of the transferor company may not survive under such arrangement.

iii. All office copies of Notices, Agenda and Notes to Agenda and other related papers shall be preserved in orderly manner for as long as they remain current or for twelve years, whichever is later, and may not be destroyed thereafter without the authority of the Board.

10. Disclosure The Annual Report of a company shall disclose the number of Meetings of the Board and Committees held during the year indicating the number of Meetings attended by each Director.

11. Effective Date This Standard shall come into effect from the date fixed by the Council.

Annexure ‘A’ Illustrative list of items of business which shall be placed before the Board 1. Calls on shareholders in respect of money unpaid on their shares.

2. Issue of debentures.

3. Borrowing money otherwise than by issue of debentures.

4. Investing the funds of the company.

5. Making loans.

6. Filling casual vacancies in the office of Directors.

7. Making donation to political parties.

8. Granting loans to Directors.

9. According sanction for specified contracts in which one or more Directors are interested and to sign the Register of Contracts.

10. Disclosure of interest by a Director.

11. Receiving notice of disclosure of Directors’ interest.

12. Receiving notice of disclosure of Directors’ shareholdings.

13. Appointment or Resignation of Managing Director or Whole-time Director or Manager.

14. Appointment and removal of the Company or Chartered Secretary, Chief Financial Officer and HIA. 15. Appointment of sole-selling agents.

16. Making a declaration of solvency where it is proposed to wind up the company voluntarily.

17. Forfeiture of shares.

18. Approval of the quarterly financial results.

19. Approving the half-yearly financial results.

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BSS–1 20. Noting Minutes of Meetings of Committees of the Board.

21. Quarterly results for each operating division or business segment.

22. Annual operating plans and budgets.

23. Any material default in financial obligations.

24. Non-compliance of any regulatory/statutory provisions or listing requirements.

25. Sale of investments, subsidiaries or assets which is not in the normal course of business.

26. Show cause notices, prosecutions and penalty notices of material nature.

27. Any material effluent or pollution problems, industrial accidents, labor problems, signing of wage agreement, implementation of Voluntary Retirement Scheme, etc.

28. Any issue which involves possible public or product liability claims.

29. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.

30. Foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movements.

31. Information on recruitment and remuneration of senior officers and transfers or resignations.

32. Details of any joint venture or collaboration agreement.

33. Material liability – legal or contractual.

34. Report of the Compliance Officer regarding share transfer process and analysis of movement of bulk transfers.

35. Fixed deposit advertisements.

36. Certificate regarding compliance with various applicable laws.

37. Events which are significant or have material commercial / financial implications, such as: (a) strikes, lockouts, lay-off, closure of units/factory, etc; (b) change in the general character or nature of business; (c) major expansion plans or execution of new projects; (d) disruption of operations due to natural calamity or Act of God; (e) commencement of commercial production/commercial operations; (f) developments with respect to pricing/realization arising out of change in the regulatory framework; (g) litigation/dispute with a material impact; (h) revision in ratings assigned by credit rating agencies; (i) issue of any class of securities; (j) acquisition, merger, demerger, amalgamation, restructuring, scheme of arrangement, spin off of divisions of the company; (k) change in market lot and sub-division of equity shares of the company; (l) voluntary delisting of securities from the Stock Exchange(s); (m) default in the repayment of any deposits or redemption of any securities including debentures and in payment of interest, if any, due thereon; (n) any action which will result in alteration in the terms regarding redemption / cancellation / retirement in whole or in part of any securities issued; (o) information regarding opening, closing of status of ADR, GDR or any other class of securities issued abroad; (p) cancellation of dividend / rights / bonus, etc; (q) formation of a subsidiary company and/or de-subsidiarization of an existing subsidiary company.

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BSS–1 Annexure ‘B’ Illustrative list of items of business for the Agenda for the First Meeting of the Board of Directors of the Company 1. To appoint the Chairman of the Meeting.

2. To note the Certificate of Incorporation of the company, issued by the Registrar of Joint Stock Companies and Firms.

3. To take note of the Memorandum and Articles of Association of the company, as registered.

4. To note the situation of the Registered Office of the company.

5. To confirm/note the appointment of the first Directors of the company.

6. To read and record the notices of disclosure of interest given by the Directors.

7. To consider the appointment of Additional Directors.

8. To consider the appointment of the Chairman of the Board.

9. To fix the financial year of the company.

10. To consider the appointment of the first Auditors.

11. To adopt the Common Seal of the company.

12. To appoint Bankers and to open bank accounts of the company.

13. To authorize printing of share certificates.

14. To authorize the issue of share certificates to the subscribers to the Memorandum and Articles of Association of the company.

15. To approve preliminary expenses and preliminary contracts.

16. To consider the appointment of the Managing Director/Whole time Director/Manager and Company or Chartered Secretary, if applicable and other senior officers.

Annexure ‘C’ Illustrative list of items of business for the Agenda for the Meeting of the Board of Directors at which annual accounts, etc. are to be considered.

(Besides regular Agenda items, such as confirmation of Minutes, granting leave of absence to Directors, reading Notices of disclosure of interest of Directors) 1. To consider and approve matters arising out of the accounts such as commission to Directors, write-offs, provisions, legal cases, etc.

2. To consider and approve transfers to Reserves and other appropriations.

3. To consider recommendation of dividend.

4. To consider and approve the Balance Sheet and the Profit & Loss Account as well as the abridged Accounts or statement of financial results.

5. To consider and take note of the Directors to retire by rotation at the Annual General Meeting.

6. To consider the draft Notice of the Annual General Meeting and to authorize issuance thereof.

7. To consider the appointment of Auditors and the payment of remuneration to them, to be proposed for members’ consideration.

8. To take note of the draft Auditor’s report.

9. To consider the draft Directors’ Report and to authorize issuance thereof.

10. To open a Bank Account for payment of dividend.

11. To approve/note the closure of the Register of Members or Record date and the Share Transfer Books for the purposes of the Annual General Meeting or other circumstances.

12. To approve the text of the advertisement inviting fixed deposits.

13. To discuss the Compliance Certificate issued by a Chartered Secretary in whole-time practice.

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Institute of Chartered Secretaries of Bangladesh

BSS–2

SECRETARIAL STANDARD ON GENERAL MEETINGS

Institute of Chartered Secretaries of Bangladesh A Statutory Body Under an Act of Parliament Padma Life Tower (7th & 8th Floor), 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka-1000, Bangladesh Phone: 880 2 831 5338, 933 9957, 933 6901, 935 6972, 934 9578, E-mail: icsb@icsb.edu.bd, www.icsb.edu.bd

BSS–2

Institute of Chartered Secretaries of Bangladesh

BSS–2 SECRETARIAL STANDARD ON GENERAL MEETINGS CONTENTS

PREFACE TO THE SECRETARIAL STANDARDS SECRETARIAL STANDARD ON GENERAL MEETINGS INTRODUCTION SCOPE DEFINITIONS SECRETARIAL STANDARDS 1.

2.

3.

4.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

Convening a meeting Frequency of Meetings Quorum Presence of Directors and Auditors Voting Proxies Conduct of Poll Withdrawal of Resolutions Rescinding of Resolutions Modifications to Resolutions Reading of Report/Certificate Distribution of Gifts Adjournment of Meetings Minutes Recording in the Minutes Preservation of Minutes and other Records Disclosure

EFFECTIVE DATE Annexure ‘A’: Form of Proxy

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BSS–1 BSS–2 PREFACE TO THE SECRETARIAL STANDARDS Secretarial Standards Board and its Objectives Institute of Chartered Secretaries of Bangladesh (ICSB), recognizing the need for integration, harmonization and standardization of diverse secretarial practices, has constituted the Secretarial Standards Board (SSB) with the objective of formulating Secretarial Standards.

Scope and Functions of the Secretarial Standards Board The scope of SSB is to identify the areas in which Secretarial Standards need to be issued by the Council of ICSB and to formulate such Standards, taking into consideration the applicable laws, business environment and best secretarial practices. SSB will also clarify issues arising out of such Standards and issue guidance notes for the benefit of members of ICSB, corporate and other users.

The main functions of SSB are: (i) Formulating Secretarial Standards; (ii) Clarifying issues arising out of the Secretarial Standards; (iii) Issuing Guidance Notes; and (iv) Reviewing and updating the Secretarial Standards/Guidance Notes at periodic intervals.

Need for Secretarial Standards Companies follow diverse secretarial practices and, therefore, there is a need to integrate, harmonize and standardize such practices so as to promote uniformity and consistency.

Scope of Secretarial Standards The Secretarial Standards do not seek to substitute or supplant any existing laws or the rules and regulations framed there under but, in fact, seek to supplement such laws, rules and regulations.

Secretarial Standards that are issued will be in conformity with the provisions of the applicable laws.

However, if, due to subsequent changes in the law, a particular Standard or any part thereof becomes inconsistent with such law, the provisions of the said law shall prevail.

ICSB will endeavor to persuade the Government and appropriate authorities to enforce these Standards, to facilitate the adoption thereof by industry and corporate entities in order to achieve the desired objective of standardization of secretarial practices.

Procedure for issuing Secretarial Standards The following procedure shall be adopted for formulating and issuing Secretarial Standards: 1. SSB, in consultation with the Council, shall determine the areas in which Secretarial Standards need to be formulated and the priority in regard to the selection thereof.

2. In the preparation of Secretarial Standards, SSB may constitute Working Groups to formulate preliminary drafts of the proposed Standards.

3. The preliminary draft of the Secretarial Standard prepared by the Working Group shall be circulated amongst the members of SSB for discussion and shall be modified appropriately, if so required.

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BSS–2 4. The preliminary draft will then be circulated to the members of the Council of ICSB, various professional bodies, Chambers of Commerce, regulatory authorities such as the Ministry of Commerce, the Ministry of Finance, the Ministry of Law and Parliamentary Affairs, the Securities and Exchange Commission, Bangladesh Bank, Registrar of Joint Stock Companies & Firms and to such other bodies/organizations as may be decided by SSB, for ascertaining their views, specifying a time-frame within which such views, comments and suggestions are to be received.

A meeting of SSB with the representatives of such bodies / organizations may then be held, if considered necessary, to examine and deliberate on their suggestions.

5. On the basis of the preliminary draft and the discussion with the bodies/organizations referred to in 4 above, an Exposure Draft will be prepared and published in the “Chartered Secretary”, the journal of ICSB, and also put on the Website of ICSB to elicit comments from members and the public at large.

6. The draft of the proposed Secretarial Standard will generally include the following basic points: (a) Concepts and fundamental principles relating to the subject of the Standard; (b) Definitions and explanations of terms used in the Standard; (c) Objectives of issuing the Standard; (d) Disclosure requirements; and (e) Date from which the Standard will be effective.

7. After taking into consideration the comments received, the draft of the proposed Secretarial Standard will be finalized by SSB and submitted to the Council of ICSB. 8. The Council will consider the final draft of the proposed Secretarial Standard and finalize the same in consultation with SSB. The Secretarial Standard on the relevant subject will then be issued under the authority of the Council.

Compliance with Secretarial Standards In the initial years, the Secretarial Standards will be recommendatory. The Institute will request the Government and other appropriate authorities to enforce these Standards and will endeavor to educate the users about the utility and need for compliance with these Standards. The Standards will be made mandatory thereafter.

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BSS–2 SECRETARIAL STANDARD ON GENERAL MEETINGS The following is the text of the Secretarial Standard-2 (BSS-2), issued by the Council of the Institute of Chartered Secretaries of Bangladesh, on “General Meetings”.

In the initial years, adherence by a company to this Secretarial Standard will be recommendatory.

(In this Secretarial Standard, the Standard portions have been set in bold type. These shall be read in the context of the background material).

INTRODUCTION This Standard seeks to prescribe a set of principles for the convening and conduct of General Meetings and matters related thereto.

The decision-making powers of a company are vested in its Members and the Board of Directors (the Board). Such powers are exercisable through Meetings of the Members and the Board respectively.

Except where the law expressly provides that certain powers of a company are to be exercised only by the company in General Meeting, the Board is entitled to exercise all the powers of the company. Although Members acting through the forum of a General Meeting exercise ultimate check over a company, they shall not interfere with the exercise by the Board of the powers which are vested in the Board.

Every company is required to hold, every year, a Meeting of its Members called the Annual General Meeting and may also hold any other meeting, called an Extra-Ordinary General Meeting, as and when required or on the requisition of Members. The business to be transacted at an Annual General Meeting may consist of items of ordinary business as well as special business. The items of ordinary business specifically required to be transacted at an Annual General Meeting shall not be transacted at any other General Meeting.

Every public company having a share capital is also required to hold a Statutory Meeting. If a company defaults in holding its Annual General Meeting in any year, any Member of the company has a statutory right to approach the prescribed authority to direct the company to hold the Meeting.

A company may also hold Meetings of its Members, or class of Members or debenture holders or creditors under the directions of the High Court Division of the Supreme Court of Bangladesh or any other prescribed authority, and any such Meeting shall be governed by the Articles or by the rules, regulations and directions prescribed for the conduct of any such Meeting.

SCOPE The principles enunciated in this Standard for General Meetings may also be applicable to class meetings of Members, debenture holders and creditors. These principles may, however, not be applicable to any meeting convened on the directions of the High Court Division of the Supreme Court of Bangladesh or any other prescribed authority unless the directions themselves so prescribe.

This Standard does not deal with passing of resolutions by postal ballot.

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BSS–2 DEFINITIONS The following terms are used in this Standard with the meaning specified: ”Act” means the Companies Act, 1994 (Act No.18 of 1994), or any statutory modification or re-enactment thereof and includes any Rules and Regulations framed thereunder. ”Article or Articles” means the Articles of Association of a company, as originally framed or as altered from time to time, including, where they apply, the Regulations contained in the Tables in Schedule I to the Act. ”Board” or “Board of Directors” means the Board of Directors of a company. ”Chairman” means the Chairman of the Board or the Chairman appointed or elected for a Meeting. ”Member” means any person who agrees, either by subscribing to the Memorandum of Association of the company or by applying in writing, to become a Member of the company and whose name is entered either in the Register of Members of the company or in the records of the depository as a beneficial owner in respect of the equity shares of the company held by him. ”Meeting” or “General Meeting” or “Extra-Ordinary General Meeting” means a Meeting of Members duly convened by the Board or on the requisition of Members. ”Ordinary Business” means business to be transacted at an Annual General Meeting relating to (i) the consideration of the accounts, balance sheet and the reports of the Board of Directors and Auditors; (ii) the declaration of a dividend; (iii) the appointment of Directors in the place of those retiring; and (iv) the appointment of, and the fixing of the remuneration of, the Auditors. ”Ordinary Resolution” means a Resolution when, at a General Meeting of which the Notice required under the Act has been duly given, the votes cast (whether on a show of hands or on a poll) in favour of the Resolution (including the casting vote, if any, of the Chairman) exceed the votes, if any, cast against the Resolution by Members entitled to vote thereon either in person or, where proxies are allowed, by Proxy. ”Proxy” means an instrument in writing signed by a Member, authorizing another person, whether a Member or not, to attend and vote on his behalf at a Meeting and also means the person so appointed by a Member. ”Quorum” means the minimum number of Members whose presence is necessary for a Meeting. ”Special Business” means business other than the Ordinary Business to be transacted at an Annual General Meeting and all business to be transacted at any other General Meeting. ”Special Resolution” means a Resolution in respect of which (a) the intention to propose the Resolution as a Special Resolution has been duly specified in the Notice calling the Meeting or other intimation of the Resolution has been given to the Members; (b) the Notice required under the Act has been duly given of the Meeting; and (c) the votes cast in favour of the Resolution (whether on a show of hands or on a poll) are not less than three times the number of the votes, if any, cast against the Resolution by Members entitled to vote thereon either in person or, where proxies are allowed, by Proxy.

Words and expressions used herein and not defined shall have the meaning respectively assigned to them under the Act.

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BSS–2 SECRETARIAL STANDARDS - II 1. CONVENING A MEETING 1.1 Authority As per the provisions of the Act, a General Meeting shall be convened on the authority of the Board.

The Board of its own accord or on the requisition of Members shall, either at a Meeting of the Board or by passing a resolution by circulation, convene or authorize the convening of a General Meeting.

If, on a requisition having been made in this behalf, the Board fails to call a Meeting, the requisitionists may themselves call the Meeting in the same manner, as nearly as possible, as that in which Meetings are to be called by the Board.

1.2 Notice i.

Notice of every General Meeting shall be given to every Member of the company in writing. Such Notice shall also be given to the every Director and the Auditors of the company, and to the Practicing Chartered Secretary, if any, who has given the Compliance Certificate, to Debenture Trustees, if any, and, wherever applicable or so required, to any other specified recipients.

ii.

Notice shall be given to all persons entitled to receive such Notice, at the address provided by them in Bangladesh or outside Bangladesh. In the case of joint-shareholders, the Notice shall be given to the person whose name appears first in the Register of Members or in the records of the depository, as the case may be.

iii. On receipt of intimation of death of a Member, the Notice of a Meeting shall be sent to the surviving first joint-holder or to the nominee of the sole shareholder or to the person entitled to a share in consequence of the death of the Member. In case of insolvency of a Member, the Notice shall be sent to the assignees of the insolvent or to the person entitled to a share in consequence of the insolvency of the Member. iv. Notice shall be given by hand or by post and shall also be placed on the website, if any, of the company.

1.3 Notification specifying day, date, time and venue of General Meeting i.

The Notice shall specify the day, date, time and venue of the General Meeting with complete address.

ii.

General Meetings shall commence during business hours, on a working day, at the Registered Office of the company or at some other place within the city, town or village in which the Registered Office is situated.

iii. If the venue of the Meeting is not a prominent place, a site map of the venue shall be enclosed with the Notice. iv. The Notice shall prominently contain a statement that a Member entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of himself and that, except in the case of a private company and a company not having a share capital where the Articles may provide otherwise, a Proxy need not be a Member.

1.4 Notification on nature of Meeting and business to be transacted i.

The Notice shall clearly specify the nature of the Meeting and the business to be transacted thereat.

ii.

In respect of items of Special Business, each such item shall be in the form of a Resolution and shall be accompanied by an explanatory statement which shall set out all such facts as will enable a Member to take an informed decision on the matter. iii. In respect of items of Ordinary Business, Resolutions are not required to be specified in the Notice except

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BSS–2 where the appointment of Auditors has to be made by a Special Resolution, or where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be. ii.

All Resolutions and the explanatory statement shall be framed in simple and intelligible language so as to enable Members to understand the meaning, scope and implications of the proposed items of business.

iii. The nature of the concern or interest, if any, of Directors in any item of business or in a proposed Resolution shall be disclosed in the explanatory statement, along with the extent of such concern or interest where the item relates to transactions with any other company. iv. Where reference is made to any document, contract, agreement or the Memorandum of Association and Articles, the relevant explanatory statement shall state that such documents are available for inspection and such documents shall be so made available for inspection for not less than two hours during business hours at the Registered Office of the company and copies thereof shall also be made available at the head/corporate office of the company, if such office is situated elsewhere, and also at the Meeting. v. In all cases relating to the appointment or re-appointment of Directors, details of each such Director shall be given, including age, qualifications, experience, date of first appointment on the Board, shareholding position in the company, relationship with other Directors of the company, Directorship in other companies, Membership/Chairmanship of Committees of Boards of other companies and the number of Meetings of the Board attended during the year. vi. In the case of appointment/re-appointment or varying of the terms of remuneration of managerial personnel of the company, their personal resume, terms and conditions of appointment/re-appointment including full details of remuneration sought to be paid and the remuneration last drawn by such person shall be stated in the explanatory statement.

1.5 Sending of Notice and supporting documents to Members Notice and supporting documents shall be sent to all the members at least 14 days before the scheduled date of the Meeting.

Where the Notice also is to be published in a newspaper, it shall appear at least twenty-one days before the date of the Meeting and such Notice need not be accompanied by an explanatory statement.

1.6 Notice and accompanying documents may be given at a shorter period of time if consent in writing, in the prescribed form, is given thereto by, in the case of an Annual General Meeting, all the Members entitled to vote at the Meeting and, in the case of any other Meeting, Members holding ninety-five percent of the paid-up share capital carrying voting right or, where the company has no share capital, ninety-five percent of the total voting power.

Consent for shorter Notice may be given before or at the Meeting.

1.7 For the listed companies the Notice of the General Meeting shall be published in at least two national daily newspapers, one in Bangla and another in English, having a wide circulation within Bangladesh.

1.8 No business shall be transacted at a Meeting if Notice in accordance with this Standard has not been given.

1.9 Items not specified shall not be transacted i.

At the General Meeting no items of business other than those specified in the Notice shall be taken up for consideration.

ii.

In respect of an item of business if not contained in the Notice convening the Meeting then no

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BSS–2 Resolution shall be valid if it is passed in the General Meeting. iii. Where Special Notice is required of any Resolution and Notice of the intention to move such Resolution is received by the company at least fourteen days before the Meeting, such item of business shall be placed for consideration at the Meeting after giving Notice of the Resolution to Members in the manner specified. iv. Any amendment to the Notice, including the addition of any item of business, can be issued provided the notice of amendment is sent to all persons entitled to receive the Notice of the Meeting and is sent within the time limit prescribed for giving of the original Notice.

1.10 The Notice shall be accompanied by an Attendance slip and a Proxy form with clear instructions for filling, stamping, signing and depositing of the Proxy form.

1.11 A Meeting convened upon due Notice shall not be postponed or cancelled If, for reasons beyond the control of the Board, a Meeting cannot be held on the date originally fixed, the Board may defer the Meeting. The Meeting shall be reconvened after giving not less than seven days fresh Notice published in a newspaper having a wide circulation within such Cities of Bangladesh where more than 1,000 Members reside.

2. FREQUENCY OF MEETINGS 2.1 Statutory Meeting Every public company having a share capital and every public company limited by guarantee and having a share capital shall, after one month but not later than six months from the date on which it is entitled to commence business, hold a Meeting called the Statutory Meeting.

2.2 Annual General Meeting i.

Every company shall, in each year, hold a Meeting called the Annual General Meeting.

ii.

Every company shall hold its first Annual General Meeting within eighteen months of the date of incorporation and thereafter in each year within six months of the close of the financial year, with an interval of not more than fifteen months between two successive Meetings. The aforesaid period of six months or interval of fifteen months may be extended by a period not exceeding three months with the prior approval of the Registrar of Companies.

2.3 Extra-Ordinary General Meeting Items of business of an urgent nature which need to be transacted before the next Annual General Meeting shall be considered at an Extra-Ordinary General Meeting.

3. QUORUM i.

To conduct a valid meeting quorum shall be present at the commencement and throughout the Meeting.

ii.

In the case of a public company a minimum of five Members personally present and entitled to vote, and in the case of a private company, two Members personally present and entitled to vote, shall constitute the Quorum for a valid General Meeting.

iii. Where more stringent requirements for Quorum is prescribed in the Articles then the Quorum shall conform to such requirements. iv. A Meeting must be constituted of at least two individuals present in person. The Quorum requirement of five Members in the case of a public company will be fulfilled where a person acting as an authorized representative of five bodies corporate is present in the Meeting along with another Member personally present. However, if there is no such other Member personally present, the Quorum

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BSS–2 requirement will not be fulfilled. v. At a General Meeting since Members need to be personally present to constitute the Quorum, Proxies are to be excluded for determining the Quorum. However, a duly authorized representative of a body corporate is deemed to be a Member personally present and enjoys all the rights of a Member present in person.

4. PRESENCE OF DIRECTORS AND AUDITORS 4.1 Directors i.

The Directors of the company shall attend all Meetings of the company, particularly the Annual General Meeting, and shall be seated with the Chairman.

ii.

If any Director is unable to attend the Meeting for reasons beyond his control, the Chairman shall explain such absence at the Meeting.

iii. The Chairman of the Audit Committee, where such a Committee exists, shall attend the Annual General Meeting.

4.2 Auditors The Auditors of the company are entitled to attend the Annual General Meeting, the Auditors, represented by the proprietor or a partner, as the case may be, shall attend the Meeting if there are any reservations, qualifications or adverse remarks in the Auditor’s Report.

4.3 Practicing Chartered Secretary The Practicing Chartered Secretary who has given the Compliance Certificate to a company shall be entitled to attend the Annual General Meeting of that company.

5. CHAIRMAN 5.1 Appointment i.

The Chairman of the Board shall take the chair of a general meeting and conduct the Meeting.

ii.

If there is no Chairman or if he is not present within twenty minutes after the time as appointed for holding of the general meeting, or if he express his inability or is unable to act as Chairman of the Meeting, the Directors present shall elect one of themselves to act as the Chairman of the Meeting.

iii. If the Directors fails to elect or if no Director is willing to take the chair, then the Members present shall elect one of themselves to be the Chairman of the Meeting. iv. In the absence of any express provision contained in the Articles, the Members personally present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. v. The Chairman shall ensure that the Meeting is duly constituted in accordance with the Act and the Articles or any other applicable laws, before it proceeds to transact business. The Chairman shall then conduct the Meeting in a fair and impartial manner and ensure that only such business as has been set out in the Notice is transacted.

5.2 The Chairman shall explain the objective and implications of each Resolution before the Resolution is put to vote.

5.3 The Chairman shall provide a fair opportunity to Members who are entitled to vote to raise questions and/or offer comments and ensure that these are answered.

5.4 The Chairman shall not propose any Resolution in which he is deemed to be concerned or interested nor shall he participate in the discussion or vote on any such Resolution.

5.5 If the Chairman is interested in any item of business, he shall entrust the conduct of the proceedings in

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BSS–2 respect of such item to the Vice-Chairman, if there is one, or to any dis-interested Director or to a Member and resume the Chair after that item of business has been transacted. A person who so takes the Chair can exercise his casting vote in the event that a vote on such item of business results in a tie.

6. VOTING 6.1 Proposing a Resolution i.

Every Resolution shall be proposed by a Member and seconded by another Member entitled to vote thereon.

ii.

Every Member holding equity shares and, in certain events as specified in the Act, every Member holding preference shares, shall be entitled to vote on a Resolution.

iii. A Director shall not propose any Resolution in which he is deemed to be concerned or interested nor shall he participate in the discussion or vote on any such Resolution.

6.2 Vote by Show of Hands i.

Every Resolution shall, in the first instance, be put to vote on a show of hands.

ii.

Every Member entitled to vote on a Resolution and present in person shall, on a show of hands, have only one vote irrespective of the number of shares held by him. Unless the Articles otherwise provide, a Proxy cannot vote on a show of hands.

6.3 By Poll i.

A Member present in person or by Proxy shall, on a poll, have votes in proportion to his share of the paid up equity capital of the company, subject to differential rights as to voting, if any, attached to certain shares as stipulated in the Articles or by the terms of issue of such shares.

ii.

While a Proxy cannot speak at the Meeting, he has the right to demand or join in the demand for a poll.

6.4 Casting Vote i.

The Chairman shall have a casting vote in a poll.

ii.

If the Articles otherwise provide or restricts on any casting vote, then the Chairman shall have no such casting vote.

7. PROXIES 7.1 Notice of Right to Appoint Every Notice calling a Meeting of a company which has a share capital or the Articles of which provide for voting at a Meeting by Proxy, shall prominently contain a statement that a Member entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of himself and that, unless the Articles provide otherwise, a Proxy need not be a Member.

7.2 Form of Proxy i.

An instrument appointing a Proxy shall be either in the Form specified in the Articles or in any of the Forms set out in the Act.

ii.

If the Articles do not provide a form for ‘two way voting’ as per the format set out in Annexure ‘A’, the Articles shall be amended so as to provide accordingly.

iii

An instrument of Proxy duly filled, stamped and signed, is valid only for the Meeting to which it relates including any adjournment thereof.

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BSS–2 7.3 Stamping of Proxies An instrument of Proxy is valid only if it is properly stamped. Unstamped or inadequately stamped Proxies or Proxies upon which the stamps have not been cancelled are invalid.

7.4 Execution of Proxies i. ii.

In addition to the Member appointing a Proxy, the Proxy-holder also shall sign the instrument of Proxy.

An authorized representative of a body corporate or of the President of the country, holding shares in a company, may appoint a Proxy under his signature.

7.5 Proxies in Blank and Incomplete Proxies i.

A proxy form shall not be considered valid if it does not state the name of the Proxy.

ii.

In case of an undated Proxy, if it is found otherwise complete in all respects, is lodged within the prescribed time limit, it shall be considered valid. iii. If a company receives multiple Proxies for the same holdings of a Member, which are either not dated or bear the same date without specific mention of time, all such multiple Proxies shall be treated as invalid.

7.6 Deposit of Proxies i.

Proxies shall either be deposited with the company in person or received through post not later than forty-eight hours before the commencement of the Meeting at which they are to be used and a Proxy shall be accepted even on a holiday if the last date by which it could be accepted is a holiday.

ii.

Proxies may be accepted at a shorter period, being not less than twenty-four hours before the commencement of the Meeting, if the Articles so provide.

iii. A Member who has not appointed a Proxy to attend and vote on his behalf at a Meeting may appoint a Proxy for any adjournment of such Meeting, not later than forty-eight hours before the time of such adjourned Meeting.

7.7 Revocation of Proxies i.

If a Proxy had been appointed for the original Meeting and such Meeting is adjourned, any Proxy given for the adjourned Meeting revokes the Proxy given for the original Meeting.

ii.

A Proxy later in date revokes any Proxy/Proxies dated prior to such Proxy.

iii. A Proxy is valid until written notice of revocation has been received by the company before the commencement of the Meeting or adjourned Meeting, as the case may be. iv. A Proxy need not be informed of the revocation of the Proxy issued by the Member. Even an undated letter of revocation of Proxy shall be accepted. Unless the Articles provide otherwise, a notice of revocation shall be signed by the same person who had signed the Proxy.

7.8 Inspection of Proxies i.

Requisitions, if any, for inspection of Proxies shall be received in writing from a Member at least three days before the commencement of the Meeting.

ii.

Proxies shall be made available for inspection during the period beginning twenty-four hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting. iii. A fresh requisition, conforming to the above requirements, shall be given for inspection of Proxies in case the original Meeting is adjourned.

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7.9 Record of Proxies i.

All Proxies received by the company shall be recorded chronologically in a register kept for that purpose.

ii.

In case any Proxy entered in the register is rejected, the reasons therefore shall be entered in the remarks column of the register.

8. CONDUCT OF POLL i.

When a poll is demanded on any Resolution, the Chairman shall get the validity of the demand verified and shall order the poll forthwith if it is demanded on the question of appointment of the Chairman or adjournment of the Meeting and, in any other case, within forty-eight hours of the demand for poll.

ii.

In the case of a poll which is not taken forthwith, the Chairman shall announce at the Meeting the date, venue and time of taking the poll to enable Members to have adequate and convenient opportunity to exercise their vote. The Chairman shall also announce that any Member who so desires may be present at the time of counting of votes.

iii. A Member who did not attend the Meeting cannot participate and vote in the poll. iv. Each Resolution on which a poll is demanded shall be put to vote separately. v. One ballot paper may be used for two or more items for which poll has been ordered. vi. The Chairman shall appoint at least two scrutinizers to ensure that the scrutiny of the votes cast on a poll is conducted fairly, accurately and properly. At least one of the two scrutinizers shall be a Member who is present at the Meeting and is not an officer or employee of the company. vii. Based on the scrutinizers’ report, the Chairman shall declare the result of the poll, with details of the number of votes cast for and against the Resolution and the final result as to whether the Resolution has been carried or not. viii. The result of the poll shall be displayed on the notice board of the company at its Registered Office and its Corporate/Head Office, if such office is situated elsewhere, and also placed on the website, if any, of the company. In the case of listed companies with more than 5,000 Members, the result of the poll shall also be published in a leading newspaper circulating in the neighborhood of the Registered Office of the company.

9. WITHDRAWAL OF RESOLUTIONS Any Resolution on an Agenda or items of business which are likely to affect the market price of the securities of the company or regarded as price sensitive if passed shall not be withdrawn.

10. RESCINDING OF RESOLUTIONS A Resolution passed at a Meeting shall not be rescinded other than by a specific Resolution passed at a subsequent Meeting.

11. MODIFICATIONS TO RESOLUTIONS Modifications to any Resolution which do not change the purpose of the Resolution materially may be proposed, seconded and adopted by the requisite majority at the Meeting and, thereafter, the amended Resolution shall be duly proposed, seconded and put to vote.

No amendment to any proposed Resolution shall be made if it in any way alters the substance of the Resolution as set out in the Notice. Grammatical and clerical errors may be corrected or words translated into more formal language and, if the precise text of the Resolution was not included in the Notice, it may be corrected into a formal Resolution, provided there is no departure from the substance as stated in the Notice.

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BSS–2 12. READING OF REPORT/CERTIFICATE i.

The entire Auditor’s Report including the Statement pursuant to the Manufacturing and Other Companies Auditor’s Report Order shall be read at the Annual General Meeting.

ii.

The Compliance Certificate given by the Chartered Secretary in Practice and attached to the Directors’ Report shall also be read at the Annual General Meeting.

13. DISTRIBUTION OF GIFTS At or in connection with the General Meeting no gifts, gift coupons, or cash in lieu of gifts shall be distributed to Members.

14. ADJOURNMENT OF MEETINGS i.

A duly convened Meeting shall not be adjourned arbitrarily by the Chairman. The Chairman may adjourn a Meeting with the consent of the Members and shall adjourn a Meeting if so decided by the Members.

ii.

Meetings may be adjourned for want of requisite Quorum. The Chairman may adjourn a Meeting in the event of disorder or other like causes, where it becomes impossible to conduct the Meeting and complete its business.

iii. If a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the adjourned Meeting shall be given in accordance with the provisions contained hereinabove relating to Notice. iv. If a Meeting is adjourned for a period of less than thirty days, in the case of listed companies with more than 5,000 Members, Notice thereof specifying the day, date, time and venue of the Meeting shall be published immediately in a newspaper having a wide circulation within such cities of Bangladesh where more than 1,000 Members reside. v. If a Meeting, other than a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting shall be held on the same day, in the next week at the same time and place or on such other day and at such other time and place as may be determined by the Board. In the case of listed companies with more than 5,000 Members, Notice thereof, specifying the day, date, time and venue of the Meeting, shall be published immediately in a newspaper having a wide circulation within such Cities of Bangladesh where more than 1,000 Members reside. vi. If, at an adjourned Meeting, a Quorum is not present within half an hour from the scheduled time, the Members present, being not less than two in number, will constitute the Quorum. vii. If, within half an hour from the time appointed for holding a requisitioned Meeting, a Quorum is not present, the Meeting shall stand dissolved. viii. At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered and transacted. ix. Any Resolution passed at an adjourned Meeting shall be deemed to have been passed on the date of the adjourned Meeting and not on any earlier date.

15. MINUTES i.

Minutes shall contain a summary of the proceedings of the Meeting, recorded fairly, correctly, completely and in unambiguous terms, and shall be written in third person and past tense.

ii.

The Minutes shall be entered and signed within thirty days from the conclusion of the Meeting.

In case a Meeting is adjourned, Minutes shall be entered in respect of the original Meeting as well as the adjourned Meeting within thirty days from the dates of the respective Meetings.

The pages of the Minutes Book shall be consecutively numbered. The Minutes shall be dated and

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signed by the Chairman of the Meeting within a period of thirty days or, in the event of death or inability of the Chairman within that period, by a Director who was present in the Meeting and authorized by the Board for the purpose. iii. The Chairman shall initial each page of the Minutes, sign the last page of the Minutes and append to such signature the date on which he has signed the Minutes. iv. Minutes, once entered in the Minutes Book, shall not be altered. However, minor errors may be corrected and initialed by the Chairman even after the Minutes have been signed. v. Minutes shall not be pasted or attached to the Minutes Book. vi. Minutes, if maintained in loose-leaf form, shall be bound at reasonable intervals.

16. RECORDING IN THE MINUTES i.

The name of the Chairman of the Meeting and the names of Directors including the Chairman of the Audit Committee, if any, present at the General Meeting shall be recorded.

ii.

The number of Members required to form the Quorum and the fact that the required Quorum was present shall be recorded.

iii. The number of Members present in person and through representatives and Proxies shall be recorded. iv. The presence, at the Annual General Meeting, of the Auditor and the Practicing Chartered Secretary who has given the Compliance Certificate, shall be recorded. v. If the Chairman was interested in an item of business at the Meeting, the fact that he vacated the Chair and requested the Vice-Chairman, if any, or some other Director or Member to Chair the Meeting to transact such business, shall be recorded.

17. PRESERVATION OF GENERAL MEETING MINUTES AND OTHER RECORDS i.

Minutes Book shall be kept separately from those books used to record Minutes of any other meetings to record the Minutes of Meetings and shall be kept at the Registered Office of the company.

ii.

The Minutes of all Meetings shall be preserved permanently. Minutes can be inspected by any Member.

iii. The Statutory Auditors or Cost Auditors of the company or Chartered Secretary in Practice appointed by the company can also inspect the Minutes Book in the course of their audit or certification. iv. A company if has been merged or amalgamated with any other company, under a scheme of amalgamation, the Minutes of all Meetings of the transferor company shall be preserved permanently by the transferee company, notwithstanding the fact that the identity of the transferor company may not survive such arrangement. v. Office copies of Notices and supporting papers relating to the Notice shall be preserved in orderly manner for as long as they remain current or for twelve years, whichever is later, and may be destroyed thereafter, on the authority of the Board.

18. DISCLOSURE The Annual Report of a company shall disclose particulars of all Meetings held during the last three years.

EFFECTIVE DATE This Standard shall come into effect from the date approved by the Council.

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INSTITUTE OF CHARTERED SECRETARIES OF BANGLADESH (ICSB) A Statutory Body Under an Act of Parliament Padma Life Tower (7th & 8th Floor), 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka-1000, Bangladesh Phone: 880 2 831 5338, 933 9957, 933 6901, 935 6972, 934 9578, E-mail: icsb@icsb.edu.bd, www.icsb.edu.bd