ICSB 5th CGEA Souvenir

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

The Founding Members

F-0001

Muzaffar Ahmed FCMA, FCS

F-0005

Md. Zahangir Alam FCS

F-0009

Itrat Husain FCMA, FCS

F-0002

F-0003

Late M. S. Alam Mia FCS

A K A Muqtadir FCS

F-0006

F-0007

Md. Siddiqur Rahman FCS

F-0010

Sultan-ul-Abedine Molla FCS

Md. Saiduzzaman FCA, FCS

F-0011

Muhammed Abul Hashem LLM, FCA, FCS

F-0013

N. G. Chakraborty FCA, FCS

F-0004

Mohammad Sanaullah FIPM, FCS

F-0008

Md. Yeamin Hossain FCIS, FCS

F-0012

Late Anwarul Afzal FCS

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

5th ICSB National Award 2017 FOR CORPORATE GOVERNANCE EXCELLENCE

Contents About ICSB

2

ICSB Council 2016 - 2019

3

Corporate Governance Committee

4

Messages

5

Foreword – Chairman, Corporate Governance Award Committee

18

Organizing Committee and Sub-Committees for 5th CGEA 2017

20

The Galaxy of the Past Presidents

24

Profile of the Members of the Jury Board

27

The Institute in Retrospect

30

Landmarks in ICSB History

34

Memorable Moments of the Institute

45

Articles

60

List of Winning Companies

71

Profile of the Winning Companies

77

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

Institute of Chartered Secretaries of Bangladesh (ICSB) Institute of Chartered Secretaries of Bangladesh (ICSB or the Institute), established under an act of parliament i.e. Chartered Secretaries Act 2010, is the only recognized professional body in Bangladesh to develop, promote and regulate the profession of Chartered Secretaries in Bangladesh. The Institute was initially established under a license from the Ministry of Commerce in 1997 as the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) and subsequently converted to Institute of Chartered Secretaries of Bangladesh (ICSB).

The affairs of the Institute are managed by a Council consisting of thirteen (13) elected Members and five (5) nominated Members from the Government of the People’s Republic of Bangladesh. The President is the head of the Council.

The Institute is a Member of Corporate Secretaries’ International Association (CSIA), based in Hong Kong which is the global voice of Corporate Governance. The Corporate Governance Excellence Award, initiated by ICSB, is a commendable step forward and will remain as a milestone in the records of the Corporate Governance history of Bangladesh.

ICSB National Award for Corporate Governance Excellence was successfully organized by the Institute since 2014. A large number of distinguished personalities from the corporate sector of both home and abroad were present on those occasions. Mr. Abul Maal A Muhith MP, Honorable Minister, Ministry of Finance, Govt. of the People’s Republic of Bangladesh graced the first and second occasions, Dr. Mashiur Rahman, Economic Affairs Adviser to the Prime Minister, Government of the People’s Republic of Bangladesh graced the third occasion as the chief guest while Mr. Tofail Ahmed MP, Honorable Minister, Ministry of Commerce, Government of the People’s Republic of Bangladesh graced the fourth occasion as the Chief Guest.

The Institute is leading with key measures to promote and facilitate good governance in the Corporate Sector of the country. These key measures include workshop, seminar, conference, Continuing Professional Development (CPD) programme, training, developing professional standards and facilitating and formulation of related regulations. For the past several years, the Institute has been working with noble objective for the recognition of listed companies in Bangladesh for their significant contribution to sustainable Good Governance. The awardees of ‘ICSB National Awards for Corporate Governance Excellence’ are selected through a rigorous comprehensive evaluation process undertaken by an ‘Independent Jury Board’.

A Charter for Corporate Governance Excellence Award was approved by the Council of the Institute and the same was adopted by the Jury Board. Eleven Technical Committees were formed comprising of expert Members of the Institute for evaluation of the annual reports and other relevant information/documents of the participating companies.

The participant companies have been grouped into eleven (11) different categories while taking adequate care to avoid any conflict of interest in assigning the evaluation tasks among the eleven Technical Committees. There are three (3) awards in each category of Companies ranking into first, second and third in order of merit (points scored in the assessment).

Invitation was made through advertisements in the leading daily newspapers and letters were sent requesting all listed companies to submit their Annual Reports. Tremendous response was received from almost all the segments of the Listed Companies of the Stock Exchanges of Bangladesh.

The Winning Companies will receive the awards at a grand ceremony in Dhaka in the presence of dignitaries, business leaders and specialists in this field. On this occasion Mr. Abul Maal A Muhith MP, Honorable Minister, Ministry of Finance, GoB, is expected to grace the occasion as the Chief Guest while Mr. Mohammad Muslim Chowdhury, Comptroller and Auditor General of Bangladesh, GoB and Dr. M. Khairul Hossain, Hon’ble Chairman, Bangladesh Securities and Exchange Commission (BSEC) are expected to grace the occasion as the Special Guests. A Souvenir on the occasion of the ‘5th ICSB National Award for Corporate Governance Excellence, 2017’ will be published with a brief background and success stories of the respective Winning Companies along with the list of participants.

2

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

THE COUNCIL 2016-2019

Pranesh Ranjan Sutradhar Mohammad Abu Faruque Additional Secretary, GoB

Khondoker Kamaluzzaman

Additional Secretary, GoB

Commissioner, BSEC

Md Zakir Hossain Registrar, RJSC, GoB

Kazi Shamsul Alam

3

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

CORPORATE GOVERNANCE COMMITTEE

Chairman Itrat Husain FCS

Member Mohammad Bul Hassan FCS

Member Md. Selim Reza FCS

Member Md. Anwar Hossain Chowdhury FCS

4

Member Gopal Chandra Debnath FCS

Member Mohammad Abu Faruque Additional Secretary, GoB

PRIME MINISTER

GOVERNMENT OF THE PEOPLE'S REPUBLIC OF BANGLADESH

MESSAGE

08 Kartik 1425 23 October 2018

I

am happy to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is holding its ‘5th ICSB National Award on Corporate Governance Excellence, 2017’ on 10 November in Dhaka to recognize the best performing corporate houses for achieving excellence in governance.

The ICSB has been playing an important role in developing and regulating the high level professional skill of Chartered Secretaries in Bangladesh since its inception in 1997. I appreciate the ICSB for identifying and recognizing the best corporate houses of the country for the fifth time. This will, I hope, act as an encouragement for the corporate bodies to achieve further development which will also be beneficial to the country.

Bangladesh has already achieved the status of developing counting. It has become the ‘Role Model’ for development in the world.

Bangladesh achieved the Millennium Development Goals (MDGs) in time and is heading towards achieving the Sustainable Development Goals (SDGs). Our Government has been working hard to turn Bangladesh into a middle-income country by 2021 and a developed one by 2041 through rapid economic growth.

I would like to urge the Chartered Secretaries to act professionally for the improvement in governance and thereby achieve the goal of building a hunger-poverty free peaceful Sonar Bangladesh as dreamt by the greatest Bangalee of all time, Father of the Nation Bangabandhu Sheikh Mujibur Rahman.

I wish the ceremony all out success.

Joi Bangla, Joi Bangabandhu May Bangladesh Live Forever.

Sheikh Hasina

5

Abul Maal A. Muhit, MP Minister

MESSAGE

Ministry of Finance Government of the People's Republic of Bangladesh

22 October, 2018

I

am happy to learn that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to hold the "5th ICSB National Award for Corporate Governance Excellence, 2017" on November 10, 2018 in Dhaka.

During the rapid growth of the world economy in the last three decades, greed of the business people at the helm of the corporations because a matter of serious concern. That accentuated the promulgation of Corporate Governance guidelines in different countries. The regulators and the governments came up with more and more stringent Corporate Governance guidelines in order to compel the corporate houses to follow those in their true spirit.

Regulations are there to ensure fair practices but the onus is on the practitioners to create an environment of compliance and thus ensure fairness.

The great advantage of compliance is that it is good for business and satisďŹ es all stakeholders. ICSB is acting as a watchdog for compliance and thus rendering valuable service to corporate sector.

ICSB, by introducing this award, has been encouraging the Corporate Houses to improve their Governance. I hope that the ICSB award will work as a catalyst for greater accountability and better governance in the corporate sector of Bangladesh through competition.

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

(Abul Maal A. Muhith MP)

6

Tofail Ahmed, MP

Commerce Minister

MESSAGE

Govt. of the People’s Republic of Bangladesh

T

he Institute of Chartered Secretaries of Bangladesh (ICSB) has been Awarding Corporate Governance Excellence Award since 2014. I am pleased to learn that ICSB is going to hold ‘5th ICSB National Award for Corporate Governance Excellence (CGEA), 2017’ this year on November 10, 2018 in Dhaka.

Bangladesh is advancing in the global corporate horizon at a great speed.

I do believe that the event would be of immense benefit for the corporate sectors in Bangladesh. The Corporate Governance Award will provide strategic as well as positive inputs to the corporate sector in Bangladesh.

I believe that ICSB is playing an effective and meaningful role to develop, promote and regulate the profession of Chartered Secretaries in Bangladesh. The profession has been contributing to the development of the economy of our great country by striving to ensure corporate governance practices. Corporate Governance Award is one of the milestone acknowledgments for the corporate sector of Bangladesh. It helps the corporate bodies to achieve transparent and sound corporate governance practices, which will ultimately help them to sustain in the globalized competitive free market economy. This award will certainly encourage others to join the competition and go for excellence in their day to day performance and help achieve global standard and earn reputation for Bangladesh.

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

Joy Bangla, Joy Bangabandhu.

Tofail Ahmed, MP

7

Anisul Huq, MP MINISTER

MESSAGE

Ministry of Law, Justice & Parliamentary Affairs Government of the People's Republic of Bangladesh

I

am happy to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to organize the ‘5th ICSB National Award for Corporate Governance Excellence, 2017’ on November 10, 2018 in Dhaka.

ICSB has been playing an effective and meaningful role to develop, promote and regulate the profession of Chartered Secretaries in Bangladesh. The profession has been contributing for the development of the economy of Bangladesh by striving to ensure Corporate Governance practices in listed companies since its inception in 1997.

The CGE Award is a recognition of those companies who have fulfilled the requirements of Good Governance practices. It will encourage more companies to review their systems and governance practices and thereby create a healthy competition. This will ultimately benefit the country as well.

I would like to take this opportunity to congratulate ICSB for taking such an excellent initiative and I wish the occasion a great success.

Anisul Huq, MP

8

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MESSAGE

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BANGLADESH PARLIAMENT

R

ecognition of any achievement is always pleasing. On the other hand, it also entails responsibilities. In this age of growing competition, corporate leaders have to be more knowledgeable in enhancing their quality of governance of corporations. The knowledge of the corporate leaders has become prime mover and probably this will be increasingly felt in the days to come.

It gives me immense pleasure to know that the Institute of Chartered Secretaries of Bangladesh is going to organize the ‘5th ICSB National

Award on Corporate Governance Excellence-2017’ on November 10, 2018 in Dhaka in order to encourage and recognize the best national corporate institutions in terms of Corporate Governance.

This award is one of the testimonies towards emerging and paradigm shift role of the Institute in the society. This helps the corporate bodies to be more vigilant in their performance, ethics, standards, professionalism and spread their wings in the global arena. I believe ICSB for its visionary role is certainly helping Bangladesh towards a developed economy.

I hope that the ICSB award will work as a catalyst for greater accountability and better governance in the corporate sector of Bangladesh.

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

Joy Bangla

Joy Bangabondhu Long Live Bangladesh

(Muhammad Faruk Khan, MP) Presidium Member Bangladesh Awami League

9

Senior Secretary Ministry of Commerce

MESSAGE

Government of the People's Republic of Bangladesh Bangladesh Secretariat Dhaka-1000

I

am very pleased to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to organize its ‘5th ICSB National Award for Corporate Governance Excellence, 2017’ on November 10, 2018 in Dhaka.

It is worth mentioning that Governance, national or corporate, has always been a challenge for its leaders. In Bangladesh, ICSB, as far as I can gather, has been playing a pivotal role in disseminating corporate knowledge and administering the profession of Chartered Secretaries in Bangladesh fostering corporate development in the country.

In the milieu of existing Corporate Governance regime, I learn that the Institute has introduced National Award for Corporate Governance Excellence back in 2014 for the first time in Bangladesh. Imbibed by the last four years’ success, this year too, by holding its 5th ceremony, ICSB is

going to inspire the corporate houses to perform better and thus making the corporate environment more competitive for the corporations to excel their own governance standards set in the last year. I appreciate this initiative of the Institute and believe that this award will encourage Listed Companies of the country to make more efforts for the improvement of their quality in production and services and achieve a newer height of excellence so far as transparency and accountability in the corporate management is concerned.

I congratulate the winners on their success. I expect those corporate players who were not successful this year to be more active so that the nation can feel proud of them in the coming years.

I wish a grand success of the event.

Shubhashish Bose Senior Secretary

10

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BANGLADESH SECURITIES AND EXCHANGE COMMISSION

MESSAGE

Dr. M. Khairul Hossain Chairman

I

am very glad to know that ‘5th ICSB National Award on Corporate Governance Excellence, 2017’ giving ceremony of the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to be held on November 10, 2018 to acknowledge the best listed corporate bodies in different sectors for their commendable governance and contribution towards the national economy.

To sustain the robust growth of our national economy, ensuring good governance in the corporate sector is a must, especially in the publicly listed companies who are responsible to the general investors. The concept of corporate governance is ever developing and we also have to accommodate the international best practices keeping in mind our local situation. For this purpose, Bangladesh Securities and Exchange Commission has promulgated new Corporate Governance Code in 2018.

The role of ICSB in helping the government and the regulators in formulating and implementing the corporate governance practices is appreciated. From its inception, the role of the Institute in making the corporate sector compliant is commendable.

To promote and facilitate good governance in the corporate sector ICSB has been taking various initiatives including this event, i.e. awarding companies for their enduring contribution to governance. I hope that the ‘5th ICSB National Award on Corporate Governance Excellence-2017’ will

encourage and motivate the corporate sector to ensure good governance through further strengthening their institutional capacities, qualities and responsibilities.

I congratulate ICSB for continuing this initiative and wish the program a great success.

Dr. M. Khairul Hossain

11

MESSAGE

Chairman

Financial Reporting Council

Government of the People’s Republic of Bangladesh

I

am happy to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is holding its ‘5th ICSB National Award on Corporate Governance Excellence, 2017’ on November 10, 2018 in Dhaka to recognize the best performing corporate houses for achieving excellence in governance.

I hope this award will encourage companies to improve quality of products and services so as to enhance reporting, transparency and accountability in the Corporate Management. As the only recognized professional body, the Institute of Chartered Secretaries of Bangladesh (ICSB) is serving its due role to develop, promote and regulate the profession of Chartered Secretaries in 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. This award is a testimony to the dedicated efforts of ICSB for promoting best practices in corporate governance of companies.

I appreciate the ICSB for identifying and recognizing the best corporate houses of the country for the fifth time. This will, I hope, act as an encouragement for the corporate bodies to achieve further development.

I also want to congratulate the award winning companies and at the same time offer thanks to ICSB for organizing the event. I hope that other companies will try to do better in future.

I wish a grand success of the ‘5th ICSB National Award on Corporate Governance Excellence, 2017’.

CQK Mustaq Ahmed

12

Chairman Jury Board

MESSAGE

5th ICSB National Award for Corporate Governance Excellence 2016

I

t gives me great pleasure to inform you that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to organize the ‘5th ICSB National Award for Corporate Governance Excellence, 2017’ on November 10, 2018. 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 assessment of the performance of more than 135 companies listed in the Stock Exchanges of Bangladesh.

The award given by 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. Recognition of any achievement is pleasing. On the other hand, it also entails responsibilities. In the age of growing competition, corporate leaders have to be more knowledgeable in enhancing the quality of governance of corporations. 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 such an event and wish the programme a grand success.

Dr. A B Mirza Md. Azizul Islam

13

President

The Federation of Bangladesh Chambers of Commerce and Industry (FBCCI)

MESSAGE

24 October 2018

I

am pleased to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to organize its ‘5th ICSB National Award for Corporate Governance Excellence (CGEA), 2017’ to recognize best performers in governance of the corporate bodies.

Bangladesh is gradually developing its professionalism in different aspect of its overall national development. ICSB is working in promoting governing excellence since its inception. The Institute deserves to be appreciated for its contributions and endeavors in developing and promoting good governance in the corporate sector. I believe that the program of ICSB will work as a means of greater accountability and better governance in the corporate sector of Bangladesh. It will be a great opportunity for professionals to share their perceptions with scholars, researchers and other professionals from home and abroad.

I on behalf of the Federation of Bangladesh Chambers of Commerce and Industry (FBCCI) wish a resounding success of ‘5th ICSB National Award for Corporate Governance Excellence (CGEA), 2017’.

Md. Shafiul Islam (Mohiuddin) President FBCCI

14

Professor Dr. Abul Hashem Chairman

MESSAGE

Dhaka Stock Exchange Ltd.

24 October 2018

T

he Institute of Chartered Secretaries of Bangladesh (ICSB) has been arranging the National Award for Corporate Governance Excellence for the last four years. I am happy to know that ICSB is going to organize the event again on November 10, 2018 in Dhaka.

Bangladesh is advancing in the global corporate horizon at a great speed.

I do believe that the ceremony would be of immense benefit for the corporate sectors in Bangladesh. The ‘5th ICSB National Award on Corporate Governance Excellence, 2017’ will provide strategic as well as provocative inputs and add value to the corporate sectors in Bangladesh.

I am also happy to know that ICSB is playing an effective and meaningful role to develop, promote and regulate the profession of Chartered Secretaries in Bangladesh. I am sure the profession has been contributing for the development of the economy of our great country by striving to ensure corporate governance practices since its inception in 1997.

Corporate Governance Award will certainly encourage others to join the race and go for excellence in their day to day performance and help achieve global standard and earn reputation for Bangladesh.

I would like to take this opportunity to congratulate the Institute for taking such an excellent initiative and I wish the programme a great success.

Professor Dr. Abul Hashem

15

Chairman

Chittagong Stock Exchange Ltd. &

MESSAGE

I

am pleased to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) will be holding its ‘5th ICSB National Award for Corporate Governance Excellence, 2017’ on November 10, 2018.

Governance, national or corporate, has always been a challenge for leaders. In Bangladesh, ICSB to my best knowledge has been playing a pivotal role in disseminating corporate knowledge and administering the profession of Chartered Secretaries in Bangladesh fostering corporate development in the country. In the milieu of existing Corporate Governance regime, the Institute has introduced National Award for Corporate Governance Excellence in 2014 for the first time in Bangladesh. impressed by the last four years’ success, this year too by holding its 5th ceremony, ICSB is expected to inspire the corporate houses to perform better and thus making the corporate environment more and more competitive to excel their own governance standards and performance. I appreciate this initiative of the Institute.

May I congratulate the winners and also call upon those corporate players who could not succeed this year to be more active so that the nation can feel proud of them in the coming years?

I wish a grand success of the ‘5th ICSB National Award on Corporate Governance Excellance-2017’.

Professor Emeritus Dr. A. K. Abdul Momen

16

President

Institute of Chartered Secretaries of Bangladesh (ICSB)

MESSAGE

5th Corporate Governance Excellence Award

I

nstitute of Chartered Secretaries of Bangladesh is playing a very effective role in promoting corporate governance within the country by instituting Corporate Governance Excellence Award, which is being given a lot of importance in the corporate sector today. Corporate Governance is the most appropriate tool for achieving corporate excellence. Companies should identify, assess and establish core values, core capabilities and core purpose to achieve corporate excellence.

I do believe that these awards will not only encourage the awardees but also inspire others to emulate them and thus help steady enhancement of the proďŹ le of organization in Bangladesh as good corporate citizens.

My heartfelt congratulations to the wining companies who will be receiving the ICSB Corporate Governance Excellence Award for 2017. I also appreciate the efforts of those organizations who competed but could not qualify this year and wish them the best in the coming years.

I wish the award function a grand success

Mohammad Sanaullah FCS

17

Chairman

Organizing Committee

FOREWORD

Institute of Chartered Secretaries of Bangladesh (ICSB)

A

nother year has gone and it’s time to award the winners of this year with ICSB National Award for Corporate Governance Excellences 2017, which is now an annual event. By the grace of Almighty Allah the difficult task of evaluation of the participating companies was completed successfully by the eleven technical evaluation teams. The Jury Board also played their vital role in a very fair manner.

I am grateful to Almighty Allah for guiding us to successfully manage the difficult task of the evaluation process and determine the best of the entities who complied with the ‘Good Principles of Corporate Governance’ in running their business operations.

Globally, Chartered Secretaries Institute is known as the Institute of Governance. ICSB is nurturing the profession of Chartered Secretary in the field of Corporate Management, with emphasis on the Governance and Compliance issues. The Institute is a member of Corporate Secretaries International Association (CSIA), Hong Kong, since April 17, 2012, which is the global voice of Governance.

The objective of the ‘5th ICSB National Award for Corporate Governance Excellence, 2017’ is to encourage the organizations which are committed to comply with Corporate Governance guidelines for their long term sustainability. The organizations who secured places in the three top positions deserve our admiration. It is must be mentioned that those organizations have been evaluated through an international standard and transparent procedures. We strongly believe that the awards will inspire these organizations to strive for further improvements to secure an honorable position in the corporate world and motivate others in the corporate entities to focus Corporate Governance practices in their functionalities.

Objectives •

To encourage and promote governing excellence in the Corporate Sector of Bangladesh through competition;

•

To facilitate corporate houses to be competitive in the global arena and earn a sharp edge over others;

•

To motivate organizations and their leaders to make further improvements in governance excellence;

•

To recognize corporate leadership quality for the year under review; and

•

To implement of Corporate Governance norms in true letter and spirit.

Basis of Awarding ICSB has developed its own score card principles for the evaluation of Award Winners, based on the following documentations:

18

•

BSEC Corporate Governance Guidelines;

•

Stock Exchange Listing Regulations;

•

Global Standard Board Practices;

•

Relevant rules of Global Corporate Governance Forum; and

•

Any other information / document as the Jury Board thinks relevant.

Category Based on the listed companies in the Stock Exchanges the companies were categorized in eleven groups, viz; 1.

Banking Companies;

2.

Non-Banking Financial Institutions;

3.

Insurance Companies;

4.

Pharmaceutical and Chemical Companies;

5.

Textiles and RMG Companies;

6.

Food and Allied Companies;

7.

IT and Telecom Companies;

8.

Engineering Companies;

9.

Manufacturing Companies;

10. Fuel & Power Companies; and 11. Services Companies.

Awarding Process Three companies in each categories are awarded for their continuous commitment in compliance of Corporate Governance Excellence. Total thirty three Companies getting the highest score in evaluation on the basis of preset questionnaires approved by the Jury Board will be the winners of the ‘5th ICSB National Award for Corporate Governance Excellence 2017’ for their continuous commitment in compliance of Corporate Governance Excellence.

Assessment Criteria •

Board Independence & Governance

•

Board Systems and Procedures

•

Board Systems and Audit Committee

•

Transparency & Disclosure Compliances

•

Transparency and Internal Audit Functions

•

Shareholders Information & Value Enhancement

•

Stakeholders Value Enhancement

•

Corporate Social Responsibility

•

Corporate Objectives, Governance Initiatives/Recognitions

•

Timeliness in issuing Financial Statements and holding AGMs

Finally thanks to Almighty Allah once again for the successful completion of the evaluation process. My profound gratitude goes to the ICSB Council, Jury Board, Organizing Committee, Corporate Governance Award Committee, all the members of the technical committees, all respected Members of ICSB and last but not least the Office Staff of ICSB for their relentless help in successfully concluding this great task. Thanks to all.

With Thanks & Regards,

Itrat Husain FCS 19

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

Organizing Committee and Sub-Committees for th 5 ICSB National Award for Corporate Governance Excellence 2017 1. Organizing Committee 1.

2.

3.

4.

5.

6.

7.

8.

9.

Itrat Husain FCS Mohammad Sanaullah FCS Mohammad Asad Ullah FCS Mohammad Bul Hassan FCS Md. Selim Reza FCS Gopal Chandra Debnath FCS Md. Anwar Hossain Chowdhury FCS Mohammad Abu Faruque, Additional Secretary, MoF Kazi Md. Shamsul Alam

F-0009 F-0004 F-0025 F-0113 F-0067 F-0114 F-0117

Chairman Advisor Advisor Member Member Member Member Member Secretary

F-0004 F-0025 F-0113 F-0067 F-0009 F-0037 F-0038 F-0063 F-0097 F-0114 F-0117 F-0119 F-0013 F-0056 F-0069 F-0123 F-0142 F-0156 F-0176 F-0178 F-0179 F-0181 A-0300 F-0085

Chairman Advisor Co-Chairman Member Member Member Member Member Member Member Member Member Member Member Member Member Member Member Member Member Member Member Member Member Secretary

2. Fund Raising Sub-Committee 1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

20

Mohammad Sanaullah FCS Mohammad Asad Ullah FCS Mohammad Bul Hassan FCS Md. Selim Reza FCS Itrat Husain FCS Md. Shahid Farooqui FCS Safiar Rahman FCS Md. Azizur Rahman FCS A.K.M. Mushfiqur Rahman FCS Gopal Chandra Debnath FCS Md. Anwar Hossain Chowdhury FCS Salim Ahmed FCS N. G. Chakraborty FCS M. Naseemul Hye FCS Md. Monirul Alam FCS Jashim Uddin FCS Muhammad Shahidul Islam FCS A.T.M. Tahmiduzzaman FCS Mohammad Asadur Rahman FCS Mokammel Hoque FCS Md. Rafiqul Islam FCS Hossain Ahmed Bhuiyan FCS Md. Oliullah Khan ACS Nazmul Karim FCS

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

3. Event Management Sub-Committee 1.

Md. Selim Reza FCS

F-0067

Chairman

2.

Nazmul Karim FCS

F-0085

Co-Chairman

3.

N.G. Chakraborty FCS

F-0013

Member

4.

Raja Mahmudul Haque ACS

A-0180

Member

5.

Israt Jahan Rimi ACS

A-0217

Member

6.

Md. Sharif Hasan ACS

A-0312

Member

7.

Robiul Islam ACS

A-0315

Member

8.

Md. Mamunur Rashid ACS

A-0357

Member

9.

Mohammad Jaman Khan ACS

A-0358

Member

10. Md. Nazrul Islam Chowdhury ACS

A-0370

Member

11. Md. Wahedul Islam ACS

A-0471

Member

12. Tauhidul Islam FCS

F-0195

Member Secretary

4. Crest & Presentation Sub-Committee 1.

Mohammad Bul Hassan FCS

F-0113

Chairman

2.

Md. Anwar Hossain Chowdhury FCS

F-0117

Co-Chairman

3.

A.T.M. Tahmiduzzaman FCS

F-0156

Co-Chairman

4.

Md. Shah Alam Miah FCS

F-0103

Member

5.

S. Abdur Rashid FCS

F-0104

Member

6.

Md. Hasanur Rahman Rakib FCS

F-0139

Member

7.

Mohammad Ruhan Mia FCS

F-0165

Member

8.

Shahadat Hossain Chowdhury FCS

F-0203

Member

9.

Mohammad Sarwar Jahan Tarafder ACS

A-0209

Member

10. Mohammad Jaman Khan ACS

A-0358

Member

11. Md. Mokammel Hoque FCS

F-0178

Member Secretary

5. Registration and Reception Sub-Committee 1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

Gopal Chandra Debnath FCS Salim Ahmed FCS AKM MushďŹ qur Rahman FCS Md. Anwar H. Chowdhury FCS Oli Kamal FCS Mohammad Monirul Islam FCS Muhammad Aminur Rahman FCS Tarafder Jahangir Alam ACS Md. Shiful Islam ACS Syed Shafayet Hossain ACS Farjana Hoque ACS Md. Selim Parvez ACS Kh. Nasir Uddin Mahmud ACS

F-0114 F-0119 F-0097 F-0117 F-0128 F-0159 F-0204 A-0228 A-0293 A-0310 A-0393 A-0394 A-0296

Chairman Co-Chairman Co-Chairman Member Member Member Member Member Member Member Member Member Member Secretary

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5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

6. Souvenir Sub-Committee 1.

Itrat Husain FCS

F-0009

Chairman

2.

Kazi Ashiqur Rahman FCS

F-0070

Co- Chairman

3.

Md. Abdus Salam Khan FCS

F-0060

Member

4.

Md. Monirul Alam FCS

F-0069

Member

5.

Mohammad Shahajahan FCS

F-0149

Member

6.

Mohammad Akram Hossain FCS

F-0151

Member

7.

Md. Monirul Hoque FCS

F-0160

Member

8.

Swapan Kumar Chakraborty FCS

F-0193

Member

9.

Md. Monirul Islam Khan FCS

F-0201

Member

A-0293

Member Secretary

10. Md. Shiful Islam ACS

7. Media & Publicity Sub-Committee

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1.

Md. Shahid Farooqui FCS

F-0037

Chairman

2.

SaďŹ ar Rahman FCS

F-0038

Co-Chairman

3.

Md. Salim Ahmed FCS

F-0119

Member

4.

Md. Abdullah Al Mamun FCS

F-0136

Member

5.

Md. ZahangirAlam Manik FCS

F-0148

Member

6.

Mohammad Ruhan Miah FCS

F-0165

Member

7.

Md. Mizanur Rahman FCS

F-0167

Member

8.

Md. Mokammel Hoque FCS

F-0178

Member

9.

Md. Saiful Islam FCS

F-0189

Member

10. Md. Shahidul Islam FCS

F-0194

Member

11. Darul Awam Tuhin FCS

F-0196

Member

12. Jasmin Akter FCS

F-0200

Member

13. Syed Amimul Ihsan FCS

F-0208

Member

14. Md. Atiqur Rahman ACS

A-0323

Member

15. Swapan Kumer Guha Magumder ACS

A-0331

Member

16. Mohammed Saifullah ACS

A-0360

Member

17. Md. Abdul Aziz ACS

A-0365

Member

18. Md. Rakibul Hasan ACS

A-0373

Member

19. Lorens Shamol Mollick FCS

F-0168

Member Secretary

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

The Galaxy of the Past Presidents Muzaffar Ahmed FCS Muzaffar Ahmed is a known personality in the Accounting, Banking and Financial Sector of Bangladesh. He is very known in the Banking sector for his outstanding research in the banking system specially Basel-II, Risk management, Capital adequacy management etc.

Starting his career as a teacher in the Department of Accounting, University of Chittagong, Bangladesh, Mr. Ahmed served many national and multinational companies. Mr. Ahmed pioneered many institutions in the country. He is the founder of the Institute of Chartered Secretaries of Bangladesh. Mr. Ahmed floated the first ever- multinational credit rating agency in the country CRISL and working as its President and CEO since beginning in 1995. CRISL is the largest rating agency of the country. For his outstanding academic performance Mr. Ahmed was rewarded with the Bangladesh Governments’ President- Award under Chittagong University.

Mr. Ahmed is a Fellow of both the Institute of Chartered Secretaries of Bangladesh and the Institute of Cost and Management Accountants of Bangladesh (ICMAB). Mr. Ahmed is the founder of the Institute of Chartered Sectaries of Bangladesh and he was the President of the Institute at the

beginning for many years. He served the ICMAB as Director for quite long time and also in the Council of the Institute in various capacities. He was also the President of the Institute in the year 1999 As Director of ICMAB, Mr. Ahmed was instrumental in setting up the South Asian Federation of Accountants in 1984.

He has been honored with a gold medal from the Institute as one of the founder members.

Internationally Mr. Muzaffar Ahmed was a member of the Board of Directors of Association of Credit Rating Agencies in Asia (ACRAA), Manila, Philippines for many years which has been sponsored by the Asian Development Bank. He was the Chairman of the Training Committee of ACRAA for three terms.

Mr. Ahmed was honoured by the Financial Mirror Award in 2004 and also in 2010 for his outstanding contribution to the financial service sector development of Bangladesh. Mr. Ahmed was instrumental in implementing Basel-II in the Banking Sector of the country. He was the Chairman of the Task Force of the study “Impact of Basel-ii implementation in SAFA countries” sponsored by the South Asian Federation of Accountants.

Mr. Ahmed is a strong believer of Islamic economy/ banking system and a researcher on the subject. He is well traveled person and has good number of publications and research to his credit.

A. K. A. Muqtadir FCS The profile of Abul Khair Al-Muqtadir combines a chequered professional pursuit with his strides for development and promotion of the profession together. A large part of his career dwells on his quest for growth and promotion of the profession of Company Secretaryship in Bangladesh. The dawn of the Institute of Chartered Secretaries of Bangladesh was heralded in 1997 by a group of cutting-edge corporate professionals, one of whom was Muqtadir.

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He is a Fellow and founding Vice President of the Institute. Subsequently, he continued as Senior Vice President for five years and finally the President of the Institute during 2004-05. He has been honored with a gold medal from the Institute as one of the founder members. Mr. Muqtadir has since retired from active service, but not from the profession and now performs as Management Consultant and as a Practicing Company Secretary. His Firm name is 'Al-Muqtadir Associates, Chartered Secretaries & Consultants' and reachable at akamuqtadir@gmail.com.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

The Galaxy of the Past Presidents Mohammad Sanaullah FCS Mohammad Sanaullah is the President (2016-2019) of the Institute of Chartered Secretaries of Bangladesh (ICSB). He is the first elected President (2010-2013) of the Institute after the enactment of the Chartered Secretaries Act 2010.

He has been honored with a gold medal from the Institute as one of the founder members.

He is a Fellow, Founder Member and Founder Treasurerof the Institute of Chartered Secretaries of Bangladesh (ICSB). He was elected in the ICSB Council several times and played an instrumental role for the enactment of Chartered Secretaries Act 2010. Moreover, he was the Past President of the International Federation of Company Secretaries (IFCS) and Past President of the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB).

Mr. Sanaullah is the Corporate Affairs Director, Company Secretary and Head of Human Resource of Singer Bangladesh Limited, a Multinational Company, with over 32 years of rich and varied exposure in business, corporate management and governance in Corporate Sector.

He is also a certified Trainer on Corporate Governance Board Leadership of the Global Corporate Governance

Forum (GCGF) of International Finance Corporation (IFC).

He is a Director of Bangladesh Institute of Capital Market (BICM). Former Vice President, Intellectual Property Association of Bangladesh (IPAB); He is a fellow Member of the Institute of Personnel Management, Bangladesh and a Former Council Member (2005-2007) of Bangladesh Society for Human Resource Management (BSHRM). He is also a Member of the Institute of Internal Auditors, USA. He is also a Member of the Trade, Tariff, Taxation & Company Affairs Committee, Human Resource, Foreign Investors Chamber of Commerce and Industry (FICCI).

In addition to that, he has developed and contributed significantly to various professional development programmes and workshops organized by the Institute and various forums both at home and abroad. His contributions towards the development of the profession of Chartered Secretaries in Bangladesh is remarkable.Mr. Sanaullah is a visiting Faculty of MBA programme of leading private Universities in Bangladesh.

Mr. Sanaullah did his Graduation with Hon's and Masters in Accounting from University of Dhaka in 1980 and 1981 respectively. He had an MBA in Marketing and Post Graduate Diploma in Personnel Management. So far he visited many countries like USA, France, Italy, Switzerland, Turkey, China, South Africa, Kenya, Malaysia, Singapore, Thailand, India etc.

Itrat Husain FCS Itrat Husain is a Past President (2007-2008), Fellow and a Founder Member of the Institute. He is a Council Member since the inception of the Institute in 1997. He has been honored with a gold medal from the Institute as one of the founder members.

It is during his period as a President that the first Chartered Secretaries Bill was approved by the Caretaker Government for the ratification by the elected Government.

He was the Editor of ‘The Chartered Secretary’, a Corporate Professional Journal of the Institute. He is the Chief Executive of Itrat Husain & Associates, apracticing Chartered Secretaries firm in Bangladesh, providing Corporate Advisory, Governance and Secretarial Services to private, public and listed companies. He has also done management consultancy work in the past. He has over 41 years of experience in Corporate Management both in public and private reputed

companies in senior positions in the manufacturing, trading, and service sectors in Asia, Europe and Africa andover eleven years’ experience in two Multinational Companies. He has worked as Director in two listed Companies and also served as Company Secretary in Singer Bangladesh Limited, Ekushey Television Limited and Argon Denims Limited. He is presently an Independent Director at Bengal Poly and Paper Sack Limited. He is a resource person of Management Development Programmes of ICSB and also lectures in other organizations. He is a qualified Chartered Management Accountant (CIMA) from UK and is also a Fellow Member of the Institute of Cost and Management Accountants of Bangladesh (ICMAB).

He has attended many training programmes and workshops both at home and abroad and is a widely travelled person. He attended a 4 day ‘Pilot Corporate Secretaries Toolkit Workshop’ at Johannesburg in South Africa in 2013.

He is a ROTARIAN and is also associated with various philanthropic and cultural activities.

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5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

The Galaxy of the Past Presidents Mohammad Asad Ullah FCS Mohammad Asad Ullah, has been serving as Executive Director-Corporate Affairs and Group Company Secretary of all the Companies of Beximco Group the largest business conglomerates in the country since 1998. Since his joining in 1991 in the Corporate Headquarters of Beximco Group, Asad Ullah worked as Group Deputy Company Secretary of Beximco Group. Before joining in Corporate Headquarters, he worked in Beximco Pharmaceuticals Ltd. in various high responsible positions since July 1985.

He did his Graduation and professional degree in Law (LL.B.) from the Dhaka University. He obtained LL.M. and also MBA major in Human Resource Management. He is the Fellow Member of ICSB. As President of the Institute for 4 Terms: 2006-2007, 2008-2009, 2009-2010 & 2013-2016 he had performed the responsibilities with the best satisfaction and successfully representing the Institute in national and international level. Under his dynamic leadership, relentless efforts and constant persuasion with the highest level of Government for long 11 years the “Chartered Secretaries Act 2010� was passed in the Jatio Sangshad of Bangladesh on 7th June 2010 and created a milestone in the history

26

of Chartered Secretaries Profession in Bangladesh, which brought the Institute as Statutory Body under an Act of Parliament. For such contributions he was awarded a Gold Medal by the Institute in 2010. Prior to his election as President of the Institute in 2006 he performed the responsibilities as Treasurer, Vice-President and Senior Vice-President of the Institute since 1998.

Under his visionary and successful leadership as President, ICSB National Award for Corporate Governance Excellence was established in 2014.

He served as Member of the Board of Directors of Bangladesh Institute of Capital Market (BICM) established under the direct supervision and control of Bangladesh Securities and Exchange Commission (BSEC) for the terms 2008-2009, 2009-2010 and 2013-2016 and played a pioneering role for its establishment. He is also an active Member of a number of professional organizations of the country.

During the long tenure of service with BEXIMCO, he participated in various professional seminars, workshops and training courses in Bangladesh as well as in the United Kingdom, USA, Pakistan, India, Singapore, Thailand, Hong Kong, Malaysia, Japan, Australia, UAE, France and Switzerland. He carries vast experience in the areas of Professional Management and Corporate Legal Affairs.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

Profile of the Chairman and Members of the Jury Board Dr. A. B. Mirza Md. Azizul Islam | Chairman, Jury Board Dr. A. B. Mirza Md. Azizul Islam was born on February 23, 1941 did his B.A. (Hons.) and M.A. in Economics from Dhaka University in 1960 and 1961 respectively. He, also, obtained M.A. in Development Economics from Williams College, Williamstown (Massachusetts), U.S.A. in 1975 and Ph.D. in Economics from Boston University, Boston, U.S.A. in 1980.

Nations, ESCAP, Bangkok. During 1987-92, he was the Chief, Developing Economies Section, United Nations Centre on Transnational Corporations, New York. He was the Director,

He served in Dhaka University from 1962 to 1964 as a Lecturer. In 1964 he joined the Civil Service of Pakistan. During the period 1966 to 1982 he held different positions in East and West Pakistan and Bangladesh.

Bangladesh (BSEC). He was also the Chairman of Sonali Bank.

During the period from 1982-86, he was Economic Affairs/Senior Economic Affairs Officer, United

Research and Policy Analysis Division, United Nations ESCAP, Bangkok during 1993-2001.

He was the consultant to UNCTAD, World Bank and Centre for Policy Dialogue. From November 2003 to February 2006 he held the position of Chairman, Securities and Exchange Commission of

He was Adviser, Ministry of Finance, Planning, Commerce and Posts & Telecommunications, the last Caretaker Government of the People’s Republic of Bangladesh. Presently he is a Visiting Professor at BRAC University.

Dr. Hossain Zillur Rahman | Member, Jury Board Dr. Hossain Zillur Rahman is an economist and policymaker. Dr. Rahman combines degree in Economics (Masters, Dhaka University) and political sociology (Ph. D. Manchester University). He has been a researcher in BIDS more than two decades.

Currently, he is the executive chairman of power and participation research center PPRC, a non-government research organization, which was established in 1996. He has carried out various research work in the fields of education, poverty and governance with Rethinking Rural Poverty (SAGE, 1995) and unbundling Governance: Bangladesh Governance Report 2007 (PPRC, 2OO7), Local Governance and community Capacity (UPL, 2OO2),

The Urban Spectrum (2016) being the major publications he led and co-authored. Hossain Zillur's newest area of engagement is sustainable health-care, urban poverty and urban innovations.

He was the member of independent South Asia Commission on Poverty Alleviation: Dr. Rahman was also the lead consultant for the formulation of Poverty Reduction Strategy of the Government of Bangladesh. He is an active player in policy discourse at home and abroad and has a close association with grass-roots and social initiatives.

In 2008, Dr. Rahman was an Adviser, Ministry of Commerce and education of the Caretaker Government of Bangladesh. He is the convener of two important civic initiatives- ‘Healthy Bangladesh’ and ‘Safe Roads and Transport Alliance.’

27

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

Profile of the Chairman and Members of the Jury Board Md. Abdul Karim | Member, Jury Board Md. Abdul Karim, former Principal Secretary to the Government of Bangladesh, is the Managing Director of Palli Karma-Sahayak Foundation (PKSF). Earlier he served as the Secretary to the Government in the Ministries of Commerce, Fisheries and Livestock, Home Affairs, Communications (Bridges Division) and Finance (Internal Resources Division). He also served as the Economic/Commercial Minister/ Counsellor of Bangladesh Embassy in Belgium. Mr. Karim was Chairman of the National Board of Revenue and Bangladesh Petroleum Corporation. He was Chairperson of a number of national level committees of various Ministries.

Mr. Karim obtained M.Sc. degree from the University of Chittagong, Bangladesh and Master of Social Science degree in Development Administration from the University of Birmingham, UK. As the Secretary General of the South East Asian Cooperation (SEACO)

Foundation, Mr. Karim is working at civil society level to promote trade and investment among five countries of the South and South East Asian region. He is a Paul Harris Fellow (PHF) Rotarian and contributes towards improvement of the socio-economic condition of the disadvantaged people. Mr. Karim promotes sports and is the President of Bangladesh Deaf Sports Federation.

He is past President of Bangladesh Scouts (Boy Scouts and Girl Guides) and obtained highest Scout award of Bangladesh. He is the President of Bangladesh Chemical Society and Bangladesh Scouts Foundation.

Mr. Karim has travelled to 46 countries. He has lectured at various Universities and Training Institutions as guest speaker and authored books and articles on local government and other subjects. Mr. Karim is leading the Palli Karma-Sahayak Foundation (PKSF) to implement sustainable, holistic, people-centered poverty alleviation and rural development programmes in Bangladesh through financial and non-financial services, training, income generating and employment generation activities. He has obtained corporate experience as Chairman and Independent Director of a number of Bank, Insurance Company, Non-Banking Financial Institution etc.

Suhel Ahmed Choudhury | Member, Jury Board Suhel Ahmed Choudhury, a member of the former PA & AS, retired from service in 2004 as the commerce secretary of Bangladesh. He spent a major portion of his service carrier in the ministry of commerce, Foreign Trade Division as a Deputy Secretary, commercial counselor in the Bangladesh Permanent Mission to the European Commission in Brussels, additional secretary and finally as the commerce secretary from February 2001 to 2004. He also held important positions in the ministry of finance in the 1990s.

Mr. Choudhury was the member-secretary of the National Export Council. Several policy measures were either initiated or updated by him including the Medium Term Bangladesh Export Policy and Bangladesh Import Policy. He chaired several other trade policy related bodies/committees and was a member of the Central Bank committee. He was a member of the Investment Board, Privatization Commission, Export Processing Zones Authority and others. He was the CEO of two specialized Financial Institutions in the mid-1990s.

He played a key role in the setting up of Bangladesh Foreign Trade Institute, a PPP, and became its founder vice-chair. The WTO Cell of MoC was set up under his leadership in the year 2002. Reorganization of the Export

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Promotion Bureau and modernization of the Registrar of Company’s Office was initiated in 2003.

Mr. Choudhury was the leader of Bangladesh delegation on TIFA negotiations with USA in 2002 and 2003 and led several trade delegations to India, Pakistan, Sri-Lanka, Nepal, Bhutan and Thailand on FTAs and RTAs in regard to SAPTA, SAFTA and BIMSTEC etc. between 2001 and 2004. He was invited to attend seven regional seminars/ conferences as a resource person in New Delhi, Goa and Islamabad between 2005 and 2009. Mr. Choudhury is a former council member of Asiatic Society of Bangladesh. Under the Chairmanship of Mr. Choudhury, Janata Bank Limited made the highest profit in the banking sector in 2008.

Mr. Choudhury dealt with WTO issues from the beginning of 2001 and provided leadership in formulating Bangladesh position at various capitals. He was the alternate leader of Bangladesh Delegation to Fourth (2001, Doha) and Fifth (2003, Cancun) WTO Ministerial Conferences and leader of delegations to Geneva, Brussels, Tokyo and elsewhere. He was also the Secretary, housing and works ministry. He is the recipient of the First ICT Championship Award, 2009 awarded by BASIS. Apart from trade issues, Mr. Choudhury is involved in urban development and history and heritage issues. He is the President of Bhitargarh Promotional Society.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

Profile of the Chairman and Members of the Jury Board Faruq Ahmad Siddiqi | Member, Jury Board Mr. Siddiqi was born on January 20, 1947. He obtained his B. A. (Hons.) and M. A. degrees in English Language and Literature from the Department of English, University of Dhaka, in 1966 and 1967 respectively. He held very high positions in the Govt. He was the member of the National Board of Revenue (NBR) during 1999-2001. From 2001 until 2006, he served the Government of Bangladesh as its Secretary to the Ministry of Post & Telecommunications, the Ministry of Education and the Ministry of Commerce. Mr. Siddiqi was a Chairman of Bangladesh.

Securities and Exchange Commission (BSEC) from 2006 to 2009. He attended a good number of seminars and conference on regional and international trade, commerce, education and telecommunication. He headed the delegation for negotiating with the World Bank for corporatization of BTTB, and with the counterparts of the countries like Russia, South Africa, Egypt and Oman on bilateral tax treaty. He was an active member of WTO negotiations in 2006. He is a widely travelled person. Mr. Siddiqi is currently a Member of the Rating Committee of Credit Rating Agency of Bangladesh Ltd. (CRAB).

Feroz Ahmed | Member, Jury Board Feroz Ahmed was born on December 01, 1952. Mr. Ahmed obtained his graduation and post-graduation degrees in Economics from Dhaka University.

He joined Bangladesh Civil Service in 1979 and served many organizations in highly respectable positions in the Government. He also headed/participated in important delegations to WTO, UNCTAD, SAARC, D-8 Conference and other

important programs in Asia, Africa, Europe and U.S.A. Feroz Ahmed served the Republic as Secretary, Ministry of Commerce. He also served the y of Communications as Executive Director including Department of Insurance as Chief Controller of Insurance and Ministry of Finance as Joint Secretary.

He played a key role in formulating Insurance laws, National Revenue Budget 2001- 02. He was also the Chairman of Board of the Directors of Investment Corporation of Bangladesh (ICB) and Bangladesh Insurance Academy (BIA).

29

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

THE INSTITUTE –IN RETROSPECT The Beginning………

In early 1997, thirteen like-minded professionals got together and identified the need for a Professional Institute to cater to the needs of the corporate world for addressing issues such as governance/secretarial practices, etc. As a consequence, under the leadership of Mr. Muzaffar Ahmed FCS, “The Institute of Chartered Secretaries and Managers of Bangladesh” (ICSMB) was established in July 1997 as a national professional Institute under license from the Ministry of Commerce, Government of Bangladesh and constituted under Section 28 of the Companies Act, 1994.

The aim of the Institute was to promote, develop and regulate the profession of Company Secretaries and create an environment for good governance in the corporate sector of Bangladesh in 1998, the Institute for its own existence and development placed a draft bill before the Ministry of Commerce, Government of Bangladesh. It was

Press Conference on the eve of the formation of the Institute held on 17 July 1997

aimed to regulate the profession and for the ultimate benefit of the nation.

THE ENACTMENT OF THE CHARTERED SECRETARIES ACT The Chartered Secretaries Ordinance 2008 The Council Members of ICSMB continued their pursuit for the promulgation of an Act. After a

The 1st Council of the Institute of Chartered Secretaries & Managers of Bangladesh (ICSMB)

30

series of examinations, re-examinations and vetting by every quarter concerned with the Bill, the Council of Advisors of the former Care Taker Government in principal accorded final approval on the Bill in their meeting held on 6 April 2008. Hon’ble President Dr. Iajuddin Ahmed ascent the Bill and it was promulgated as Chartered Secretaries Ordinance 2008 by a Gazette Notification on 16 June 2008 incorporating a number of provisions in the Ordinance interpolated by the Ministry of Law after it was passed by the Cabinet of Advisers of the Government.

Upon strong objections by the Government did not make effect of the Ordinance and thus the Ordinance was made ineffective.

However, due to the initiative of Dr. A B Mirza Md. Azizul Islam, Dr. Hossain Zillur Rahman and Mr. Feroze Ahmed, the Law Ministry later agreed to amend the provisions in the Ordinance interpolated by them and sent a draft Ordinance again to the Cabinet Division through the Ministry of Commerce for their

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

approval.

The Secretaries’ Committee approved it as amended by the Ministry of Commerce and placed the same before the meeting of the Council of Advisers held on 28 December 2008, which was the last meeting of the Council of Advisers of Caretaker Government. However, the Council of Advisers was kind enough to approve the Ordinance in the said meeting and sent it to the Ministry of Law for promulgation of gazette notification. But it was not gazetted by the Ministry of Law and returned to the Ministry of Commerce on 14 January 2009 mysteriously with irresponsible comments.

Celebration of the 1st Enactment Anniversary of CS Act 2010

The Chartered Secretaries Act 2010 After the Awami League Government came to power on 6 January 2009 Mohammad Asad Ullah met the Hon’ble Commerce Minister Mr. Mohammad Faruk Khan MP and Law Minister Barrister Shafique Ahmed and other Ministers and Secretaries concerned to get support from them to enact the CS Bill in the Parliament of newly formed Government. All of them assured us to pass the Bill in the Parliament as early as possible.

The file again moved forward and was sent to the Cabinet Division on 05.08.2009. The Cabinet Division placed the Chartered Secretaries Bill 2009 before the Cabinet on 10.8.2009 and it was passed in that meeting in principle.

The Bill as approved by the Cabinet was again sent t the Ministry of Law for vetting on 07.09.2009. The Ministry of Law after vetting sent the Bill to the Ministry of Commerce for onward

31

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

Mr. Faruk Khan MP, the then Commerce Minister, GoB was handed over a Crest

placing before the Cabinet of Ministers. The Bill was placed before the Cabinet on 15.02.2010 which got its final approval of the Cabinet.

Finally Mr. Mohammad Faruk Khan, Hon’ble Minister for Commerce, placed the Chartered Secretaries Bill 2010 before the Parliament on 15.03.2010. The Parliament received the Bill and on the same day it was sent to the Standing Committee on Ministry of Commerce, for examination and scrutiny and also to submit a report on it before the Parliament.

Mohammad Asad Ullah accompanied by Mohammad Sanaullah, met with Advocate Luthful Hye, MP, the Chairman of the Parliamentary Standing Committee and apprised him about different aspects of the Bill. A delegation headed by Mohammad Asad Ullah attended at the Meeting of Parliamentary Committee at the

32

Jatio Sangshad Bhaban on 10 May 2010 and submitted strong arguments before the Scrutiny Committee for enactment of the CS Bill. The Standing Committee after examinations and scrutiny were convinced and finalized the Bill and submitted it before the Parliament on 2nd June 2010. The Bill was placed before the Parliament Members on 7 June 2010 and was finally passed and published a Gazette Notification on June 16, 2010 and thus creating a milestone for the history of the profession of Chartered Secretary of Bangladesh.

After a long struggle the Institute got the Chartered Secretaries Act 2010 and established the Institute as a Statutory Body under an Act of Parliament.

After the promulgation of the Act the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) has been

transformed as the Institute of Chartered Secretaries of Bangladesh (ICSB) a statutory body under an Act of Parliament. It was the beginning of a “New Era”!

Chartered Secretaries Regulations 2011 Since the enactment of the Chartered Secretaries Act 2010, it was another grand achievement for ICSB to have had the Chartered Secretaries Regulations 2011 promulgated and published in the Official Gazette.

New Logo

The Institute adopted a new logo as part of its branding program.

This was approved by the Members at the first AGM of the Institute.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

Mohammad Sanaullah FCS handing over a Crest to the Chief Guest Mr. Tofail Ahmed MP, Minister for Commerce, GoB

20th Anniversary Celebration of ICSB ICSB Celebrated its 20th Anniversary on July 22, 2017 at Bangabandhu International Conference Center (BICC), Sher-e-Bangla Nagar, Dhaka. Tofail Ahmed MP, Minister for Commerce, Government of the People’s Republic of Bangladesh graced the occasion as the Chief Guest

and Shubhashish Bose, Secretary, Ministry of Commerce was attended as the Special Guest. The Minister congratulated the Members of the Institute for achieving this milestone. He reiterated in the congregation that Bangladesh is advancing in the global corporate horizon at a great speed. ICSB is playing an effective and meaningful role to develop, promote and regulate the profession of Chartered Secretaries of Bangladesh. He thanked the Founding Members of ICSB for their visionary thinking and taking initiatives to establish such an Institute.

The Founding Members- Muzaffar Ahmed FCS, Late M. S Alam Mia FCS (representative), AKA Muqtadir FCS, Mohammad

Sanaullah FCS, Md. Zahangir Alam FCS, Md. Siddiqur Rahman FCS, Md. Saiduzzaman FCS, Itrat Husain FCS, Late Anwarul Afzal FCS (representative) and N. G. Chakraborty FCS were specially honoured by Commerce Minister Tofail Ahmed. The past Presidents of the ICSB were also honoured in recognition of their outstanding contribution towards the functional development of the Institute.

The qualiďŹ ed chartered secretaries of the 1st convocation were also duly honoured.

A beautiful documentary highlighting important historical events of last twenty years was presented in the occasion. An enjoyable cultural programme was conferred by prominent singers Subir Nandi and Kanak Chapa.

33

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY 





The Institute started its journey with 13 Professional Chartered Secretaries with an aim to regulate, promote and develop the profession of the Chartered/ Company Secretaries in Bangladesh.

The founder members Institute were as follows: 1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.



  



34

M. S. Alam Mia A. K. A. Muqtadir Mohammad Sanaullah Md. Zahangir Alam M .Siddiqur Rahman Md. Saiduzzaman Md. Yeamin Hossain Itrat Husain Sultan-ul-Abedine Molla Muhammed Abul Hashem Md. Anwarul Afzal Nanda Gopal Chakraborty

Incorporation of the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) in July as a national professional Institute under license from the Ministry of Commerce, Government of the People’s Republic of Bangladesh and constituted under Section 28 of the Companies Act, 1994.

of

the

Muzaffar Ahmed M. S. Alam Mia A. K. A. Muqtadir Mohammad Sanaullah Md. Zahangir Alam M .Siddiqur Rahman Md. Saiduzzaman Md. Yeamin Hossain Itrat Husain Sultan-ul-Abedine Molla Muhammed Abul Hashem Md. Anwarul Afzal Nanda Gopal Chakraborty



Muzaffar Ahmed

ICS B 1997

A. K. A. Muqtadir

 

First batch of Chartered Secretary students enrolled in January.



First batch coaching classes commenced from March at Notre Dame College.

First Training Course on Shares Management for corporate executives, designed and conducted by A.K.A. Muqtadir, held in August.

President

Md. Saiduzzaman Sr. Vice President

The First Council of the Institute was formed in July with the following members: Muzaffar Ahmed

First professional examination held in July. The Examination Committee headed by Mohammad Sanaullah developed the Examination System/Procedure for conducting the examinations.

First meeting of the Council was held on 12 July and elected Muzaffar Ahmed as the first President and other office bearers as follows:

Vice President

Mohammad Sanaullah

Treasurer

M. S. Alam Mia

Secretary

First Annual General Meeting of the Institute held in October.

During first two and half years detailed curriculum of Chartered Secretary course developed by the Committee consisting of Mohammad Sanaullah and N. G. Chakraborty.

The proposed Chartered Secretaries Act drafted by the committee consisting of: A.K.A. Muqtadir Mohammad Sanaullah



ICS B 1998



M. S. Alam Mia The draft Chartered Secretaries Bill approved by the Council in August and submitted to the Government (Ministry of Commerce) on 29 September.

First Certificate Awarding Ceremony for Professional Training Courses’ participants held in November. The Chairman, Securities and Exchange Commission graced the occasion as Chief Guest.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY 

    



First comprehensive professional training course on Company Management for Members and Senior Managers of corporate sectors, designed by M. S. Alam Mia, commenced in July and conducted in two batches. 1st batch inaugurated by Syed Alamgir Farrouk Chowdhury, Secretary, Ministry of Commerce, Government of Bangladesh.



ICS B 1999

First batch of students passed out as Chartered Secretaries in January.

First issue (July- September) of official Journal of the Institute “The Chartered Secretary” published. The first Editorial Board comprised of:

Md. Abdus Salam

Editor

A. K. A. Muqtadir

Member

Mohammad Sanaullah

Member

N. G. Chakraborty

Member

Md. Zahangir Alam

Member

Muzaffar Ahmed

President

A. K. A. Muqtadir

Sr. Vice President

The Office of the Institute shifted to 107 Kakrail (1st Floor), Dhaka -1000.

Mohammad Sanaullah

Coaching Class shifted from Notre Dame College to Institute’s Office campus at 107 Kakrail, Dhaka-1000.

M. S. Alam Mia

4th Annual General Meeting and Election to the 2nd Council held in August.

The new Council elected its office bearers as follows:

N. G. Chakraborty



ICS B 2000 

First Convocation of ICSMB held on 20th February. 1st and 2nd Batches of qualified Chartered Secretaries of the Institute awarded with their Certificates.

Vice President Treasurer

Secretary (Ex-officio)

First batch of students qualified as Chartered Secretaries, after successful completion of three months’ practical training through internship program, and awarded Associate Membership of the Institute effective from 27 September.

Started discussion with the concerned Ministries for enactment of Chartered Secretaries Bill in March.

ICS B 2001 

First Inter-Ministerial Meeting was held on 27.02.2002 in the Ministry of Commerce under the Chairmanship of Suhel Ahmed Chowdhury, Commerce Secretary to consider and recognize the Chartered Secretaries profession where Ministry of Finance, Ministry of Law, Ministry of Education, Ministry of Industries, SEC, FBCCI, DSE, CSE, MCCI,

ICAB, ICMAB and other stakeholders attended. The meeting took decision to establish the Chartered Secretaries profession to bring it in a legal statute under the Parliamentary Law.



ICS B 2002

Continuing Professional Development (CPD) program on Standardization of Annual Reports held in August.

35

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY  

Met with Barrister Moudud Ahmed, Law Minister several times in January, March and May.

Dhaka Regional Chapter constituted and the first office bearers of the Chapter as follows:

The third Council for the 2003-2006 term elected and the new Council elected the Office Bearers as follows:

Kazi Md. Fazlul Karim

Muzaffar Ahmed

President

A. K. A. Muqtadir

Sr. Vice President

Mohammad Sanaullah Mohammad Asad Ullah







Vice President Treasurer

The new office bearers elected by the Council for 2004-2005: President

Mohammad Asad Ullah Md. Abdus Salam



Treasurer



The other members of the Council were as follows: Muzaffar Ahmed Md. Zahangir Alam N. G. Chakraborty A F M Shamsudduha M. Shafiqul Islam Khan Sarwar Azam Khan

ICS B 2004

Feroz Iqbal Faruque Md. Shahid Farooqui



Vice President

Mansur Alam First Website of the Institute launched in October under supervision of Itrat Husain.

Treasurer



The other members of the Council were as follows: Muzaffar Ahmed

On 3 August 2005 the CS Bill returned to the Ministry of Commerce by the Secretaries Committee of Cabinet Division, Govt. of Bangladesh.

Md. Zahangir Alam

The new office bearers of the Institute elected for the term 2005-2006 in the 80th Council Meeting as follows:

A F M Shamsudduha

Mohammad Sanaullah

President

Mohammad Asad Ullah

Sr. Vice President

Itrat Husain

36

Secretary

Md. Selim Reza

Itrat Husain

Submission of suggestions and recommendations on Proposed Companies Act to the Government of Bangladesh.

Md. Abdus Salam

Vice Chairman

M. Naseemul Hye

On 29.05.2004 the CS Bill sent to the Cabinet Division after vetting by Law Ministry, to place it before the Administrative Development Committee of Secretaries of the Government headed by the then Cabinet Secretary.

Mohammad Sanaullah Sr. Vice President



ICS B 2003

Delegations from ICSMB had series of meeting with Cabinet Ministers, Secretaries, Government high officials and dignitaries over enactment of Chartered Secretaries Act and professional development matters.

A. K. A. Muqtadir



Jayanta Kumar Poddar

Chairman

Vice President Treasurer

A.K.A. Muqtadir N. G. Chakraborty M. Shafiqul Islam Khan

ICS B 2005

Sarwar Azam Khan Feroz Iqbal Faruque Md. Shahid Farooqui Mansur Alam

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY        

     

Revision of Syllabus.



The CS Bill was again sent to the Law Ministry for further examination as directed by the Secretaries’ Committee of the Cabinet Division.

Mohammad Asad Ullah

After vetting the Bill was again returned to the Cabinet Division on 09.01.2006 through the Ministry of Commerce for their necessary action.

The Secretaries Committee at its meeting held on 08.05.2006 returned the CS Bill to the Law Ministry to make it concise form.

The new Office Bearers of the Institute elected in September for the term 2006-2007 as follows:

Itrat Husain

President

Senior Vice President

Feroz Iqbal Faruque

Vice President

Md. Shahid Farooqui

Treasurer



The other members of the Council were as follows:

Institute chosen as one of the sponsor members of the Bangladesh Institute of Capital market (BICM).

Muzaffar Ahmed

Organized 3rd International Federation of Company Secretaries (IFCS) meeting in Dhaka.

Mohammad Sanaullah

Mohammad Sanaullah elected as Vice President of the governing body of the International Federation of Company Secretaries (IFCS).

M. S. Alam Mia

ICS B 2006

N. G. Chakraborty Md. Abdus Salam Akhter Matin Chaudhury Sarwar Azam Khan

Organized the 1st International Conference of Company Secretaries on “Corporate Management: Global Practice” in July 2006 at Dhaka Sheraton Hotel, where delegates from India, Pakistan, Sri Lanka and Kenyan Institute were present.

M. Naseemul Hye Md. Bazlur Rahman Sikder Md. Selim Reza

In the 3rd week of January a team of ICSMB headed by Mohammad Asad Ullah met with Dr. A B Mirza Azizul Islam and requested him to enact the CS Bill.

fundamentals and basic sections in line with the laws of UK, India and Pakistan to save the CS Profession.

On 19.04.2007 the CS Bill again sent to the Secretaries Committee of Cabinet Division from the Law Ministry through the Commerce Ministry for their consideration and approval.

A Committee was formed to make new draft of CS Bill constituted as follows:

ICSMB made objection to the Cabinet Secretary that the Bill sent by the Law Ministry was so concise that will not serve the purpose of CS Profession.

ICSMB delegation met with Dr. A B Mirza Md. Azizul Islam, Finance Adviser to the Caretaker Govt. seeking his help to enact a appropriate Bill for ICSB. ICSMB delegation met with the Commerce Secretary, Feroz Ahmed.



Mohammad Asad Ullah Mohammad Sanaullah N. G. Chakraborty The Committee submitted the new draft to the Ministry of Commerce for onward submission to the Law Ministry for vetting.



ICS B 2007

The Commerce Secretary called a meeting on 08.07.2007 with the high officials of Ministry of Law, Ministry of Commerce and ICSMB delegation to examine the objections on the Bill. The meeting found that there were gross irregularities in the Bill while it was reduced at the instruction of Secretaries Committee. The meeting decided to redraft the Bill and include all



Ministry of Law returned the Bill on 03.12.2007 under the title “Chartered Secretaries Ordinance 2007”.

Organized 10th Anniversary and National Convention 2007 under the theme “Corporate Governance: Achieving Global Standards” in August at Bangabandhu International Convention Centre, Dhaka. Dr. A. B. Mirza Md. Azizul Islam, Hon’ble Adviser Ministry of Finance, Planning, Commerce and Post & Telecommunications, Govt. of

37

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY Bangladesh graced the occasion as Chief Guest and inaugurated the National Convention while Mr. Mohammad Asad Ullah presided over the meeting.







 





2nd Convocation of the Institute was held in August at Bangabandhu International Convention Centre.

Faruq Ahmad Siddiqi, Chairman, Securities and Exchange Commission (SEC) graced the occasion as Chief Guest.

5 member delegation headed by Mohammad Sanaullah participated in the 4th meeting of the International Federation of Company Secretaries (IFCS) and 11th Annual Seminar of the Institute of Certified Public Secretaries of Kenya (ICPSK) held in Mombasa, Kenya.

In the 4th Meeting of IFCS held in August, Mohammad Sanaullah elected as President of the International Federation of Company Secretaries (IFCS) for the term 2007-2008.



The new office bearers of the Institute elected in September for the term 2007-2008 as follows: Itrat Husain President Feroz Iqbal Faruque Senior Vice President Md. Shahid Farooqui Vice President M. Naseemul Hye Treasurer The other members of the Council were as follows: Muzaffar Ahmed M. S. Alam Mia Mohammad Sanaullah Mohammad Asad Ullah N. G. Chakraborty Md. Abdus Salam Akhter Matin Chaudhury Sarwar Azam Khan Md. Bazlur Rahman Sikder Md. Selim Reza

The Secretaries Committee passed the Chartered Secretaries Ordinance 2007 on 10.02.2008.



The other members of the Council were as follows:

The Council of Advisors of the Care Taker Government passed the Ordinance April 6, 2008 and the Law Ministry promulgated the Chartered Secretaries Ordinance 2008 on June 06, 2008 after a wait of more than ten years when Itrat Husain was the President.

Muzaffar Ahmed

The Gazette Notification containing the said Ordinance was published on June 16, 2008 after being accented by the Honorable President of Bangladesh. But this Ordinance was cancelled due to our objection for interpolation by the Ministry of Law in several sections of the Ordinance.

Md. Abdus Salam

The new office bearers of the Institute elected for the term 2008-2009 were as follows: Mohammad Asad Ullah

M. S. Alam Mia Mohammad Sanaullah Itrat Husain N G Chakraborty Akhter Matin Chaudhury Sarwar Azam Khan Md. Bazlur Rahman Sikder

ICS B 2008 President

Feroz Iqbal Faruque

Senior Vice President

Md. Shahid Farooqui

Vice President

M. Naseemul Hye

38



Treasurer

Md. Selim Reza



Strong objection was raised by ICSMB to cancel the Ordinance and to enact new Ordinance amending the interpolated provisions of the Ordinance.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY     

ICSMB delegation headed by Mohammad Asad Ullah met with Mohammad Faruq Khan in February

A. K. A. Muqtadir

The CS Act file again moved forward and sent to the Cabinet division on 05.08.2009 as Chartered Secretaries Bill 2009.

Mohammad Sanaullah

The new office bearers of the Institute elected in August 26, for the term 2009-2010 as follows: President Sr. Vice President

N. G. Chakraborty

Vice President

M. Naseemul Hye

Treasurer



 



 

Itrat Husain M. Shafiqul Islam Khan Md. Abdus Salam

On 10.08.2009 the Cabinet approved the Bill and sent it to the Law Ministry for vetting on 07.09.2009

Md. Shahid Farooqui



The other members of the Council were as follows:

Participated in the Career Fair in Dhaka University.

Mohammad Asad Ullah





Akhter Matin Chaudhury Mansur Alam Md. Selim Reza

ICS B 2009

The CS Bill finally passed by the Cabinet on 15.02.2010.

Md. Monirul Alam S. Abdur Rashid



Mohammad Faruk Khan, Hon’ble Minister for Commerce placed the Chartered Secretaries Bill 2010 before the Parliament.

Mohammad Asad Ullah accompanied by Mohammad Sanaullah joined the meeting of Parliamentary Committee of Ministry of Commerce second week of May and placed strong arguments to amend certain provisions and to pass the same in the National Parliament.

The National Parliament of Bangladesh passed the Chartered Secretaries Act-2010 on June 7, 2010.

Mohammad Asad Ullah President and Mohammad Sanaullah Past President of the Institute briefed the representatives of print and electronic media about the features of the Chartered Secretaries Act-2010 at the press conference on June 12 at Dhaka Reporters Unity.



ICS B 2010

Dhaka Regional Chapter organized a grand Celebration at Spectra Convention Centre, Gulshan, Dhaka on June 12. A good number of members including founding members of the institute participated the program.

The Gazette Notification containing the Chartered Secretaries Act was published on June 16.

Conversion of the Institute as a statutory body under the Chartered Secretaries Act 2010, effective from June 16.



ICSB organized National Convention 2010 on the theme of “Chartered Secretaries Act : New Dimension in Professional Excellence” at Bangabandhu International Convention Centre. Muhammad Faruk Khan MP, Hon’ble Minister for Commerce, Govt. of Bangladesh was the Chief Guest while Advocate Lutful Hye MP, Chairman, Parliamentary Standing Committees for Ministry of Commerce National Parliament was the Special Guest.

3rd Convocation of the Institute was held on August 7, at Bangabandhu International Convention Centre.

Barrister Shafique Ahmed, MP Hon’ble Minister for Law, Justice and Parliamentary Affairs, Govt. of Bangladesh graced the ceremony as the Chief Guest and Feroz Ahmed Former Secretary, Ministry of Commerce was the Special Guest.

The Council of the Institute conferred and awarded the Honorary Membership of the Institute with Gold Medal to the following nine dignitaries for their significant contribution towards the development of the profession of Chartered Secretaries in Bangladesh.

Muhammad Faruk Khan, MP Commerce Minister

39

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY Barrister Shafique Ahmed Minister for Law, Justice & Parliamentary Affairs

N. G. Chakraborty

Barrister Moudud Ahmed, MP Former Minister for Law, Justice & Parliamentary Affairs

Md. Abdus Salam

Dr. A B Mirza Md. Azizul Islam Former Adviser to Caretaker Govt.

Safiar Rahman

Md. Monirul Alam Md. Akter Hossain Sannamat Gopal Chandra Debnath

Dr. Hossain Zillur Rahman Former Adviser to Caretaker Govt.



Md. Shawkat Ali Waresi Joint Secretary, Ministry of Commerce

Md. Ghulam Hussain Secretary, Ministry of Commerce

Moinul Islam Joint Secretary, Ministry of Finance

Suhel Ahmed Choudhury Former Secretary, Ministry of Commerce

   

Nasreen Begum Joint Secretary, Ministry Parliamentary Affairs

Feroz Ahmed Former Secretary, Ministry of Commerce In recognition of the outstanding contributions towards the enactment, the Members of the Institute gave “Professional Excellence Award” with Gold Medal to Mohammad Asad Ullah.

1st Council election of ICSB held under the provision of the newly enacted Chartered Secretaries Act 2010.



1st Council of the ICSB was formed with 13 elected members and 5 Government nominees, as councilors.

Elected Members Mohammad Sanaullah Md. Shahid Farooqui



M. Naseemul Hye Itrat Husain

   

40

President Senior Vice President Vice President

Md. Monirul Alam

Treasurer

For want of an approved Chartered Secretaries Regulations, Regulation Committee and Examination Committee formed in February under the leadership of the President of the Institute.

First time Institute included in the national budget allocation.

member to participate in the process of enactment of new Companies Act and review/amend/ laws like, Trade Organization 1981, Societies Registration Act 1860 and Trade Organization Rules 1994 and frame a new law on MLM.



Two new projects of the Institute included in the development programme of the Government.

Institute included in different Committees of the Government as a

&

M. Naseemul Hye

The Hon’ble Minister for Commerce, Muhammad Faruk Khan MP, visited the Institute on February 3 and launched the official website of ICSB (www.icsb.edu.bd).

First time the Institute included in the Law Reform Committee of Ministry of Commerce.

Justice

1st Council Meeting of the Institute of Chartered Secretaries of Bangladesh (ICSB) was held on September 14. The Councilors elected the following office bearers of the Institute for the term 2010-2013: Md. Shahid Farooqui

Md. Selim Reza

Law,

Ahmedur Rahim Registrar, Registrar of Joint Stock Companies & Firms

Mohammad Sanaullah

Mohammad Asad Ullah

of

Mansur Alam Member, Securities and Exchange Commission

A. K. A. Muqtadir



Government Nominees –



ICS B 2011



The Council approved the Institute’s Service Rules.

The Chartered Secretaries Regulations 2011 promulgated and published in the Official Gazette.

The Institute adopted a new logo as part of its branding program. This was approved by the members at the first AGM of the Institute.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY     



 

  

ICSB elected full Member of the Corporate Secretaries International Association (CSIA).

The Council established Secretarial Standard Board.

 

Developed and published two Secretarial Standards (i) General Meetings and (ii) Board Meeting.

Developed and published Practice guidelines.

Private

Recommendation placed to the Chairman, Bangladesh Securities and Exchange Commission (BSEC) for updating Corporate Governance Guideline including the profession of Chartered Secretaries.

Comprehensive proposal given to the Commerce Secretary for the inclusion of “the role of Chartered / Company Secretary profession” in the new Companies Act.

ICS B 2012



Issued license for Chartered Secretaries in Private Practice.

Introduced ‘Code of Conduct’ for the Members and Senior Management of ICSB.

Election of the 2nd Council held on September 7.

2nd Council of the ICSB was formed from 13 elected Councilors and 5 Government nominees.

Elected Members Mohammad Asad Ullah Md. Shahid Farooqui

Prof. Md. Helal Uddin Nizami Commissioner, BSEC

Hossain Sadat A .T. M. Tahmiduzzaman Md. Monirul Alam

N. G. Chakraborty Mohammad Bul Hassan

4th Convocation of the Institute was held in December 22, at Bangabandhu International Convention Centre. Barrister Shafique Ahmed, MP Hon’ble Minister for Law, Justice and Parliamentary Affairs, graced the ceremony as the Chief Guest and Suhel Ahmed Choudhury Former Secretary, Ministry of Commerce was the Special Guest.

Nasreen Begum Additional Secretary, Ministry of Law, Justice & Parliamentary Affairs



Mohammad Sanaullah

Md. Selim Reza

Institute successfully organized the 4th National Convention on December 21 on the theme of “Modernization of the Companies Act : Enhancing Governing Excellence” at Bangabandhu International Convention Centre.

Ghulam Muhammad Quader MP Hon’ble Minister for Commerce, was the Chief Guest while Muhammad Faruk Khan MP, Hon’ble Minister for Civil Aviation and Tourism was the Special Guest.

Bijon Kumar Baishya Registrar, Registrar Companies & Firms

Itrat Husain

Md. Azizur Rahman

Approved Members Gratuity, Insurance, Benevolent Fund.

ICS B 2013

of

Joint

Stock

At the 2nd Council Meeting of ICSB was held on September 12, the Councilors elected the following office bearers of the Institute for the term 2013-2016:

Mohammad Asad Ullah

President

M. Naseemul Hye

Sr. Vice President

Md. Monirul Alam

Vice President

Mohammad Bul Hassan

Treasurer

M. Naseemul Hye



M. Nurul Alam Government Nominees – Md. Shawkat Ali Waresi Joint Secretary, Ministry of Commerce Md. Ekhlasur Rahman Joint Secretary, Ministry of Finance



Institute in collaboration with the International Finance Corporation (IFC) organized a day long workshop on Corporate Governance Dispute and Mediation Resolution on October 26 at Hotel Sonargaon, Dhaka.

41

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY      

    

42

CPD program held on Bangladesh Labour Act – Amended in 2013 at the Conference Hall, Business Faculty of Dhaka University on May 3.



Updated ICSB Website.

The Campus & Office of the Institute was shifted to Padma Life Tower (7th & 8th floor), Kazi Nazrul Islam Avenue, in September.

Acquired 10 Katha land at Aftabnagar Dhaka for construction of the Institute’s Office and Campus with loan from Dutch-Bangla Bank Limited.

The Institute first time organized “ICSB National Award for Corporate Governance Excellence 2013” in December.



ICS B 2014

Formed Jury Board for ICSB National Award for evaluation of Corporate Governance Excellence Award 2013.

Initiative taken to arrange funds from the Government for the development activities of this Institute.





Successfully held the ‘2nd ICSB National Award for Corporate Governance Excellence 2014’



Finalized of the Training Policy of ICSB.



During the year 5 CPDs were held for the professional development of the Members.



Comprehensive feedback and suggestions were given to the Ministry of Commerce for inclusion in the Draft New Companies Act-2013.

ICS B 2015

On December 4, ICSB awarded 15 listed Companies for best practices in corporate governance in their respective Companies held at BICC, Dhaka Mr. A M A Muhith, Hon’ble Finance Minister handed over the trophy and certificates among the winners.

ICSB organized 5th National Convention 2014 on the theme of “Corporate Leadership: Enhancing Governing Excellence” at Bangabandhu International Convention Centre on December 5, 2014 where Mr. Tofail Ahmed, Hon’ble Commerce Minister was the Chief Guest.

5th Convocation of the Institute being organized on December 5 at Bangabandhu International Convention Centre successfully.

Published the Professional Code of Conduct for Members of ICSB including the Council Members, Private Practitioners and Senior Management of the Institute.

Faculty Member selection evaluation criteria finalized.

and

Finalized the Internship Guidelines for Qualified Chartered Secretaries.

More Classrooms were equipped with permanent Multimedia System.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY   

 





   

The employees of ICSB entitled to receive the New National Pay Scale 2015.



The budget allocation for FY 2016-2017 was enhanced to Tk. 1.95 crore as against of Tk. 1.25 crore for the FY 2015-2016.

Finalized the Secretarial Standards 3 and Secretarial Standard 4 for the Corporate Sector of Bangladesh. First one is Secretarial Standards on Minutes and the second one is Secretarial Standard on Dividend.

Celebrated ‘Members Night 2016’ on May 14, 2016 at Bangabandhu International Conference Centre (BICC), Dhaka



ICS B 2016



Promoted cultural interactions through organizing events like Pohela Boishakh, Blood Donation Program, Iftar Party, Celebration of the National Independence Day and Anniversary of Enactment of CS Act 2010, etc.

Comprehensive feedback and suggestions were given to the Bangladesh Bank on “Draft Guidelines on External Audit of Banks” and “Checklist” 6th National Convention, 6th Convocation and 3rd CGE Award prpgramme was held on December 24, 2016 at Pan Pacific Sonargaon Hotel, Dhaka

Digitalized students’ data in a central Data Management System.

Due to relentless efforts and persuasion by the Council during the year under review, the Government increased its funding to a great extent.

Budget allocation from the Ministry of Commerce increased from the FY 2016-2017 Tk 19.50 million to Tk. 20.87 million for the FY 2017-2018.

Successfully held of ‘4th ICSB National Award for Corporate Governance Excellence 2016’ where Hon’ble Minister for Commerce Mr. Tofail Ahmed MP was present as the Chief Guest and 22 listed companies were awarded. It created tremendous awareness about the profession of Chartered Secretaries in the corporate world of Bangladesh.

Conducted two CPD programmes by the Professional Development Sub Committee for the development of the Members.

Conducted four Training Programmes and two Workshops by the Executive Committee

ICS B 2017

Inducted thirty-one new Members as Associate Members and eighteen Associate Members were elevated as Fellow Members.

Comprehensive feedback and suggestions were given to the Ministry of Commerce (MoC) for inclusion in the New Companies Act 2017 and to the Chairman,

Bangladesh Securities and Exchange Commission (BSEC) for updating the Corporate Governance Guideline.



 



Celebrated 20 years of founding of the Institute at BICC. Tofail Ahmed MP, Minister for Commerce, GoB graced the occasion as the Chief Guest and Shubhashish Bose, Secretary, MoC attended as Special Guest.

Organized a Workshop on ‘Retail Investors Education and Protection’ to celebrate the World Investors Week (2-8 October).

Celebrated the Recognition of 7th March Speech of the Father of Nation Bangabandhu Sheikh Mujibur Rahman in ‘the Memory of the World International Register’ as the ‘World’s Documentary Heritage’ declared by the UNSECO Promoted cultural interactions through organizing events like Celebrating International Mother Language Day, National Independence Day, National Victory Day, Annual Picnic, Iftar Party and Anniversary of Enactment of Chartered Secretaries Act 2010, etc.

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ICSB National Award 2017

for Corporate Governance Excellence

LANDMARKS IN ICSB HISTORY  







44

As a result of continuous and effective persuasion by the Council the Government has increased ICSB’s budget allocation from the FY 2017-2018 Tk 2.08 crore to Tk. 2.50 crore for the FY 2018-2019.



Inducted thirty-seven new Members as Associate Members and twelve Associate Members were elevated as Fellow Members till the date of 31st September, 2018. There are now 194 Fellow Members and 300 Associate Members.

With due solemnity and significance ICSB observed Amor Ekushey February and International Mother Language Day, 48th Independence Day of Bangladesh,



ICS B 20184

ICSB arranged annual picnic to get relief from the monotony of routine life. Members of ICSB along with their spouse and children celebrated the Bangla New Year 1425 “Pohela Boishakh” with great enthusiasm and vigour.

The Executive Committee organized training programs on “Management of Company Meetings” and “Internal Audit & Control Environment” as a part of the Management Development Program.



Successfully arranged Continuing Professional Development (CPD) programmes on "Bangladesh Secretarial Standards Issued by ICSB” and “Finance Act, 2018 vis-à-vis National Budget 2018-19”. Md. Mosharraf Hossain Bhuiyan, NDC, Senior Secretary Internal Resources Division & Chairman National Board of Revenue (NBR), Ministry of Finance, Govt. of Bangladesh, graced the occasion as the Chief Guest.

Conducted workshops on new “Corporate Governance Code and Financial Reporting and Disclosures” notifications and “Investors Protection through Corporate Governance Code -2018” Prof. Helal Uddin Nizami, Commissioner, Bangladesh Securities Exchange Commission(BSEC) was the Chief Guest.

Promoted the ICSB through series of meetings with the policy makers of the country like Commerce Minister, Finance Minister, Secretary of Concerned Ministry, Chairman, National Board of Revenue (NBR), Chairman Financial Reporting Council(FRC), Chairman, Bangladesh Securities Exchange Commission(BSEC).

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MEMORABLE MOMENTS OF THE INSTITUTE

The 1st Convocation of the Institute

The 1st International Conference Organized

by ICSB

Delegates of ICSMB met with Dr. A. B. Mirza Md. Azizul Islam Advisor, Finance, Planning & Commerce, Post & Telecommunications in 2007

45

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MEMORABLE MOMENTS OF THE INSTITUTE

A Memorable Moment of the Past

A CPD Programme on Audit Committee and Independent Director

Professional Excellence Award to Mohammad Sanaullah FCS

46

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MEMORABLE MOMENTS OF THE INSTITUTE

A CPD Programme on Finance Act 2011

A CPD Programme on Demutualization Act 2013

Memories of 3rd Anniversary of CS Act-2010

47

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MEMORABLE MOMENTS OF THE INSTITUTE

Muhammad Faruk Khan, MP the then A Memorable Honorable Moment of Commerce the Past Minister launching the website of ICSB

Memories of the 4th Convention & Convocation 2012

Barrister Shafique Ahmed delivering his speech as the Chief Guest at the 4th Convocation of ICSB

48

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MEMORABLE MOMENTS OF THE INSTITUTE

Honorable Commerce Minister Tofail Ahmed MP along with other Members inaugurating the 5th Convention Souvenir

Presence of Foreign Delegates in 5th Convocation of ICSB

A view of Crests for ICSB National Award for Corporate Governance Excellence

49

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MEMORABLE MOMENTS OF THE INSTITUTE Honorable Finance Minister Abul Maal A. Muhith MP along with others inagurating the CGE Award Souvenir 2013

Honorable Finance Minister Abul Maal A. Muhith MP with the Awardees at the 1st CGE Award 2013

Honorable Finance Minister Abul Maal A. Muhith MP along with others inagurating the CGE Award Bulletin 2014

50

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MEMORABLE MOMENTS OF THE INSTITUTE

Honorable Finance Minister Abul Maal A. Muhith MP with the Awardees at the 2nd CGE Award 2014

Inaguration of Souvenir in the 3rd CGE Award 2015

Honorable Chief Guest with the Awardees at the 3rd CGE Award 2015

51

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MEMORABLE MOMENTS OF THE INSTITUTE

Inaguration of Souvenir in the 6th National Convention 2016

Honorable Chief Guest Muhammad Faruk Khan MP Delivering his Speech in the 6th National Convention 2016

President of ICSB Handing over a Crest to Muhammad Faruk Khan MP Honourable Chief Guest in the 6th National Convention 2016

52

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MEMORABLE MOMENTS OF THE INSTITUTE

Honorable Chief Guest Barrister Shafique Ahmed Delivering his Speech in the 6th Convocation 2016

Qualified Chartered Secretaries with the Dignitaries in the 6th Convocation 2016

Bangla New Year Celebration

53

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MEMORABLE MOMENTS OF THE INSTITUTE

Workshop on Reforms of Companies Act-1994 in Progress

The Founders of ICSB being Honoured with Gold Medals at the 20th Years Celebrations

The President of ICSB Delivering his Speech at the 20th Years Celebrations

54

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MEMORABLE MOMENTS OF THE INSTITUTE

Chief Guest Tofail Ahmed MP Minister for Commerce, GoB Delivering His Speech at the 20th Years Celebrations

Members Present at the Workshop on Reforms of Companies Act-1994

The President of ICSB Inaugurating ICSB Annual Picnic 2017

55

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MEMORABLE MOMENTS OF THE INSTITUTE

Documentary on the Liberation War

CPD Seminar on One Stop Service Act 2017 (Proposed) an Initiative of BIDA

The CPD Seminar on National Budget 2017-18 and Finance Act, 2017

56

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MEMORABLE MOMENTS OF THE INSTITUTE

Inaguration of Souvenir in the 4th CGE Award 2016

Chief Guest Tofail Ahmed MP Minister for Commerce, GoB Delivering His Speech at the 4th CGE Award 2016

President of ICSB Delivering His Speech at the 4th CGE Award 2016

57

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MEMORABLE MOMENTS OF THE INSTITUTE

Jury Board Meetting

ICSB delegates with the Minister, Ministry of Law, Justice and Parliamentary Affairs

ICSB delegates with the BSEC Chairman

58

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MEMORABLE MOMENTS OF THE INSTITUTE

CPD Programme on "Bangladesh Secretarial Standards Issued by ICSB"

Tranning on Customs & VAT Management

Workshop on Investors Protection through Corporate Governance Code, 2018

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Articles

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CORPORATE GOVERNANCE PRACTICE & THE PROFESSION OF CHARTERED SECRETARY

Mohammad Sanaullah FCS

1.

Board of Directors



The scope of appointment of Independent Directors has been extended from 3 companies to 5 companies.

The Board shall appoint the following top executives:

i.

Managing Director/ Chief Executive Officer (MD/CEO)



Independent Directors qualification has been relaxed.

ii.

Company Secretary (CS)



Top level executives were duly identified.

iii.

Chief Financial Officer (CFO)

iv.

Head of Internal Compliance (HIAC)



Above position shall be filled by different Individuals.



The MD & CEO, CS, CFO & HIAC of a listed company shall not hold any executive position in any other company at the same time.



The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC and the CS.



The MD/ CEO, CS, CFO and HIAC shall not be removed by their position without approval of the Board as well as immediate dissemination to the Bangladesh Securities and Exchange Commission and Stock Exchange.



HIAC shall attend the Board Meeting.

Chairman of the listed company should be a Non-Executive Director.



In the absence of Chairman the remaining members will elect one of themselves from non-executive directors as Chairperson.



Additional information like disclosure of related party transactions, remuneration paid to the directors including independent directors, no bonus share or stock dividend shall be declared as interim dividend, to be included in the Directors report.





Corporate Governance Code 2018 Salient features of Corporate Governance Code 2018 are as follows:

3.

Independent Director shall not be retired by rotation.

Introduction

Finally, Bangladesh Securities and Exchange Commission (BSEC) has revised the Corporate Governance Guideline and established ‘Corporate Governance Code 2018’ vide its notification dated June 03, 2018. This Code is imposed on ‘comply’ basis and will be applicable for all the listed companies.

Governance of Board of Directors of Subsidiary Company has no change.





Corporate governance practice formally started in Bangladesh in 2006.

First time Bangladesh Securities and Exchange Commission vide its notification dated February 20, 2006 has introduced Corporate Governance Guidelines for the listed companies only on “comply and explain” basis.

Subsequently BSEC issued Corporate Governance guideline for the listed companies on August 7, 2012 on “comply or else” basis for all listed companies.

2.



Secretarial Standard issued by the ICSB shall be performed for conducting Board meeting and records the minutes of the meeting.

The board shall lay down ‘Code of Conduct’ based on the recommendation of the Nomination and Remuneration Committee (NRC) for the Chairman, Board Members and CEO of the Company.

NRC TOR clearly mentioned in the Code.

Audit

&

4. Audit Committee 

Terms of Reference (TOR) of Audit Committee clearly mentioned in the Code



The Board shall appoint members of the Audit Committee

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who shall be non executive directors of the company excepting Chairperson.

Chartered Secretaries Institute is the Institute of Governance

5.

The Board will establish Nomination & Remuneration Committee (NRC):



Sub Committee of the board.



Terms of reference of NRC shall be clearly set forth in writing covering of the areas.

Globally Chartered Secretary Institutes are called the Governance Institute.

The Government of Bangladesh established Institute of Chartered Secretaries of Bangladesh (ICSB) under the enactment of Chartered Secretaries Act 2010.

Promoting Governance Excellence is the main theme of the profession.

Chartered Secretaries Act 2010’ gave legal framework to ICSB. Whatever development is visible in the corporate sector of Bangladesh, ICSB is behind it since 1997.



The Chairperson shall be an Independent Director.



All members of the Committee shall be non-executive directors.



CS shall act as the secretary of the committee.

6.

External or Statutory Auditors are prohibited to conduct audit or certification services on compliance of corporate governance as required under condition no 9(1).

7.

Maintaining a website by the company.

8.

Reporting & Compliance:



The company shall obtain a certificate from a practicing Professional Accountant or Chartered Secretary.



The professionals who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the Shareholders in the annual general meeting.



9.

62

Standard format has given by the BSEC for CGC compliance report (Annexure-B).

This notification on Corporate Governance Code shall be complied within 31 December 2018

ICSB first introduced National Award on “Corporate Governance Excellence” in the country in 2014 to encourage and promote governing excellence in the corporate sector of Bangladesh. Now it is an annual event of ICSB.

Corporate Governance Compliance Certification Certification of corporate governance compliance can be considered as a journey towards governance. No doubt it was a good initiative of Bangladesh Securities and Exchange Commission (BSEC), although Chartered Secretaries are specialized in the field of Corporate Governance. Here all the three professional practicing firms CA/CMA/CS are authorized for Corporate Governance Compliance Certification. First time Bangladesh Securities and exchange Commission established prescribed format of corporate governance compliance reporting to make uniformity and consistency of reporting. Through this certification process the listed companies have been brought into legal obligations.

Similarly professional firms are also accountable in corporate governance certification in order to discharge their responsibilities

towards the society. Stakeholders are also depending on that Certificate.

Corporate Governance Compliance Certification will definitely help to improve the corporate governance culture of the organizations as a result of the compliance audit.

Appointment of Independent Director Appointment of Independent Director in a listed company is not a new in Bangladesh. Initially it was started to maintain 10% Directors to be appointed as Independent Director, now it is 20% (1/5th). Global best practice suggested to maintain at least 1/3rd of Directors shall represent Independent directors.

Independent Directors are playing important role in the board to safeguard the interest of investors.

Truly selection of Independent Director is a tough job for the Board.

The Independent Directors concept in Bangladesh is used by entrepreneurs in different ways.

Prudently if we would like to appoint an Independent Director they can do a lot towards the development of the company. BSEC has given some criteria for selecting Independent Directors but these are not sufficient to meet the requirement of the Company. Therefore it requires to making a panel that are qualified for appointment as Independent Directors from the professionals like Chartered Secretary. Effectiveness of Independent Directors mostly depends on the knowledge, quality and competencies of a person.

Role of CFO, Company Secretary and Head of Internal Audit & Compliance The Chief Financial Officer (CFO) of a company is the corporate executive having financial authority to make appropriations and authorize expenditures for a company. The CFO of a company is primarily

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responsible for managing the financial risks of the business, financial planning and record-keeping, as well as financial reporting.

CFO’s role in the achievement of Corporate Governance should be such which facilitates efficient operations. It would also be obligatory for the professionals to understand the importance of transparency and public accountability of the company as a means of ensuring that the stakeholders could hold him also accountable for the external impact of non-disclosures in the statements or non-transparent statements. This principal of disclosure is of fundamental nature, which arises out of freedom to choose and disclose.

Listed companies have to go through different compliance and regulatory matters and compliance/regulatory regime is much wider than private limited company.

Company Secretary of listed company has to maintain investors’ relations as well.

On the other hand private limited company’s compliance is not that much.

In a Public Listed Company, Company Secretary’s duties and responsibilities are as follows: 

Responsible to the Board



Advisor to Directors;



Controller functions;

The Company Secretary has a wide-ranging responsibility as a senior corporate executive serving as the focal point for communications with the Board, the Company and the Stakeholders.

The Company Secretary is also playing a key role in counseling the Board of Directors, Chief Executive Officer and Management team.

Because, Company Secretary work as bridge between Board and Shareholders/investors.



Compliance governance;



Act as a channel of communication and information to executive & non-executive Directors.



Responsible to the Company



Registrar of the Company;



Compliance with statute and other appropriate legislation;



Authentication of accounts & documents;

Head of Internal Audit & Compliance is a senior corporate executive of the company to achieve corporate objectives by giving assurance on its internal control arrangements and playing a key role in promoting good corporate governance.



Advice on business ethics;



Compliance governance.



Responsible to the Stakeholders



Adequate communication with the stakeholders of the company and also to nsure that due regards are paid to their interests;



Primary contact for corporate governance.



Officer of the Company



To act in good faith in the company’s interest;

Company Secretary Position Must Every limited company should have a Company Secretary, whatever the size and the nature of the Company.

It’s the Board responsibility to appoint a Company Secretary to look after the statutory functions of the Company.

the of

Board

of

Management with

with

corporate

corporate



Not act for collateral interest;



Avoid conflicts of interest;



Maintains statutory books and registers.

Chartered Secretaries Profession is challenging and rewarding for the Young Stars Young professionals who want to flourish themselves as corporate leader in coming days Chartered Secretaries profession is the right choice for them. It is a challenging and rewarding profession for the young stars in the field of corporate management. Chartered Secretaries are trained to chart a course through regulation, legislation and best practice and to deliver effective operations. Chartered Secretaries have acquired specialized knowledge and training in the field of corporate management and governance, including corporate laws, compliance and administration.

GLOBALLY Chartered Secretary is the requisite Qualification to become a Company Secretary. Chartered Secretaries are employed as Managing Director / Chief Executive, Non-Executive Directors, Company Secretaries and Corporate Affairs Manager/ Senior Executives.

Conclusion A large number of companies are private companies and they are not under the purview of corporate governance bindings. Similarly state owned organizations don’t have adequate governance practice.

Therefore corporate governance culture will be developed but it will take time to reach in a satisfactory level.

The writer is a Fellow Member of this Institute

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GLOCAL CORPORATE CITIZENSHIP

Prof Dr Feroz Faruque FCS

Preamble Corporate citizenship involves the social responsibility of businesses and the extent to which they meet legal, ethical and economic responsibilities, as established by shareholders. Corporate citizenship refers to a company’s responsibilities toward society. The goal is to produce higher standards of living and quality of life for the communities that surround them and still maintain profitability for stakeholders. The demand for socially responsible corporations continues to grow, encouraging investors, consumers and employees to use their individual power to negatively affect companies that do not share their values. All businesses have basic ethical and legal responsibilities, however, the most successful businesses establish a strong foundation of corporate citizenship, showing a commitment to ethical behavior by creating a balance between the needs of shareholders and the needs of the community and environment in the surrounding area.

These practices help bring in consumers

64

and establish brand and company loyalty. Companies go through different stages during the process of developing corporate citizenship.

Companies rise to the higher stages of corporate citizenship based on their capacity and credibility when supporting community activities, a strong understanding of community needs, and their dedication to incorporate citizenship within the culture and structure of their company.

Corporate Public Policy (CPP) Corporate public policy is the part of the strategic management process that focuses specifically on the public, ethical, and stakeholder issues the firm faces. Company policies and procedures establish the rules of conduct within an organization, outlining the responsibilities of both employees and employers. Company policies and procedures are in place to protect the rights of workers as well as the business interests of employers.

Business Ethics and Corporate Social Responsibility: Corporate Social Responsibility (CSR) is when a company operates in an ethical and sustainable way and deals with its environmental and social impacts.

This article outlines the importance of corporate social responsibility and the benefits that sustainable and ethical practices can bring to the business. There are four types of Corporate Social Responsibility: 

Environmental Environmental

Responsibility. sustainability

initiatives enacted by businesses generally focus on two main areas: limiting pollution and reducing greenhouse gases. 

Philanthropic Initiatives.



Ethical Business Practices.



Economic Responsibility.

Corporate Accountability: Corporate accountability can be defined as the ability of those affected by a corporation to hold corporations to account for their operations. This concept demands fundamental changes to the legal framework in which companies operate.

Development of Corporate Citizenship The five stages of corporate citizenship are elementary, engaged, innovative, integrated and transforming. In the elementary stage, a company’s citizenship activities are basic and undefined because there are scant corporate awareness and little to no senior management involvement. Small businesses, in particular, tend to linger in this stage. They are able to comply with the standard health, safety and environmental laws, but they neither have the time nor the resources to fully develop greater community involvement.

In the engagement stage, companies will often develop policies that promote the involvement of employees and managers in activities that exceed rudimentary compliance to basic laws.

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Citizenship policies become more comprehensive in the innovative stage, with increased meetings and consultations with shareholders and through participation in forums and other outlets that promote innovative corporate citizenship policies. In the integrated stage, citizenship activities are formalized and blend in fluidly with the company’s regular operations.

Performance in community activities is monitored, and these activities are driven into the lines of a business. Once companies reach the transforming stage, they understand that corporate citizenship plays a strategic part in fueling sales growth and expansion to new markets.

Economic and social involvement is a regular part of a company’s daily operations in this stage.

their capacity and credibility when supporting community activities, a strong understanding of community needs, and their dedication to incorporate citizenship within the culture and structure of their company.



better brand recognition.

Corporate citizenship refers to a company’s responsibilities toward society. The goal is to produce higher standards of living and quality of life for the communities that surround them and still maintain profitability for stakeholders. The demand for socially responsible corporations continues to grow, encouraging investors, consumers and employees to use their individual power to negatively affect companies that do not share their values. All businesses have basic ethical and legal responsibilities; however, the most successful businesses establish a strong foundation of corporate citizenship, showing a commitment to ethical behavior by creating a balance between the needs of shareholders and the needs of the community and environment in the surrounding area. These practices help bring in consumers and establish brand and company loyalty.

Companies go through different stages during the process of developing corporate citizenship.

Companies rise to the higher stages of corporate citizenship based on



positive business reputation.



increased sales and customer loyalty.



operational costs savings.



better financial performance.



greater ability to attract talent and retain staff.



organizational growth.



easier access to capital.

Citizenship of a Corporation?

The diversity jurisdiction statute provides that a corporation is a citizen of both (1) the state where it is incorporated, and (2) “the State where it has its principal place of business.”

Business benefits of corporate social responsibility:

Corporate Philanthropy?

Corporate philanthropy is the act of a corporation or business promoting the welfare of others, generally through charitable donations of funds or time. Corporate Philanthropy helps Brand Value & Social Change. The charitable donations of profits and resources given by corporations to nonprofit organizations. Corporate philanthropy generally consists of cash donations but can also be in the form of use of their facilities or volunteer time offered by the

company's employees.

Andrew Carnegie (1835–1919) was the most influential leader of philanthropy on a national (rather than local) scale.

After selling his steel corporation in the 1890s he devoted himself to establishing philanthropic organizations and making direct contributions to many educational, cultural and research institutions.

Foreign State Law and Legal Definition: A foreign state is defined as “any entity a majority of whose shares or another ownership interest is owned by a foreign state.” .

Alienage Jurisdiction Alienage jurisdiction is sometimes referred to as a component of diversity jurisdiction, and indeed the diversity statute, is the current codification for alienage jurisdiction.

Whether alienage jurisdiction is a type of diversity jurisdiction or is its own phylum is a contested topic.

Corporate Policy Usually a documented set of broad guidelines, formulated after an analysis of all internal and external factors that can affect a firm's objectives, operations, and plans.

Formulated by the firm's board of directors, corporate policy lays down the firm's response to known and knowable situations and circumstances.

Corporate giving Program Cash donations or grants are usually distributed either 1) directly through the company via a corporate giving program, or 2) through a company-sponsored foundation.

Corporate giving programs are administered by the company itself, often through a dedicated department such as Community Relations or CSR.

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Triple Bottom Line

Conclusion

The triple bottom line (or otherwise noted as TBL or 3BL) is an accounting framework with three parts: social, environmental (or ecological) and financial. Some organizations have adopted the TBL framework to evaluate their performance in a broader perspective to create greater business value.

Corporate social responsibility (CSR) is a broad term used to describe a company's efforts to improve society in some way. These efforts can range from donating money to nonprofits to implementing environmentally friendly policies in the workplace.

CSR is important for companies, nonprofits, and employees alike. A global company is also a local

The writer is a Fellow Member of this Institute

66

company and a local company may also become a global company; hence; in my language I say a GLOCAL company (both local operations and global operations, hence perform both local CSR and global CSR) and become a GLOCAL CORPORATE CITIZEN.

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for Corporate Governance Excellence

ICSB: AN INSTITUTION PROMOTING CORPORATE GOVERNANCE IN BANGLADESH Abstract Following the giant corporate scandals in the world, a few decades ago, it was felt that developing and implementing the processes to promote corporate governance is important to ensure corporate governance and sustainability of the companies. The Chartered Secretary (CS) emerged as key profession to guide and advise in developing and implementing processes to promote and sustain good corporate governance within the companies. The study found that in Bangladesh, ICSB has role to produce Chartered Secretaries; promoting and regulating the CS profession; inducting the company secretaries; issuing secretarial standards; arranging workshop, meeting, conference, seminars and training on corporate governance; recognise and award the companies for Mohammad Shahajahan FCS maintaining corporate governance; training on board governance for directors and key personnel of the companies; undertakes the Continuous Professional Development (CPD) on emerging issues; and providing recommendations to regulatory authorities and government in formulating corporate laws, rules and regulations to promote and sustain good corporate governance within the corporate structures. The institute faces some limitations regarding legal framework coverage, organizational and infrastructure. Hence, it is recommended that government and regulatory bodies should make necessary synchronization of the Chartered Secretaries Act, 2010 with other relevant laws, rules and regulations for providing broad based legal coverage to Chartered Secretary profession, to make necessary restructure in organizational structure of ICSB for appropriate manpower and equipment and also extended infrastructure development in needed to provide better and updated services to all concerned.

Introduction The collapse of global corporate giants has taught us that no single organization is immune to fraud and mismanagement and hence, the running of institutions should not be left to chance but they should be well governed and the necessary checks and balances should be put in place to ensure perpetuity and sustainability of the organization.

Therefore, developing and implementing the processes to promote corporate governance was felt few decades ago. The Chartered Secretary profession has emerged as the facilitator to guide and provide expert advice in this regards. In Bangladesh, Institute of Chartered Secretaries of Bangladesh is playing important role to produce chartered secretaries and to regulate and

develop the profession of Chartered/ Company Secretaries in order to promote corporate governance by complying with the conditions of Corporate Governance Code and other legal requirements and establish statutory disciplines within the companies. This study aims to describe the role of ICSB and its limitations in this regards and ďŹ nally, make recommendations for strengthening ICSB for the sake of good corporate governance in companies.

Corporate Governance Corporate Governance is an essential ingredient for successful organisations in both the private and public sectors. It is a set of processes, customs, policies, laws, and institutions affecting the way a

corporation/ company is directed, administered or controlled (Shahajahan, 2016). It targets to allocate corporate resources in a manner that maximizes value for various stakeholders, i.e. shareholders, investors, employees, customers, suppliers, environment and the community, at large and holds those at the helms to account by evaluating their decisions on transparency, inclusivity, equity and responsibility (S. Raut). Corporate Governance systems provide several mechanisms to ensure that companies/ ďŹ rms run effectively and maximize shareholder and/or stakeholder value (Aguilera, 2005). It is very much concerned with the functioning of Board of Directors- its structure, styles, process, their relationships and roles, activities etc.

(Jan &Sangmi, 2016).

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5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

Why Corporate Governance is Important?

Good Corporate Governance is the driving force for a company as it guides to manage business responsibly in terms of transparency, accountability and compliance.

Bangladesh Securities Exchange Commission (BSEC) has issued notifications on CG for listed companies to enhance corporate governance in the interest of investors and the capital market.

Nurturing transparency, accountability and creating long-term value within corporation/ company, for holding the balance between economic and social goals and between individuals and communal goals, depends on the degree of comply or not comply of this CG Guidelines/ Code. Chartered Secretary as Company Secretary is expected specialist in achieving corporate good governance within companies/ corporations in Bangladesh as they are delivering different roles like facilitating board and shareholder meetings, ensuring regulatory compliance, coordinating the publication of corporate reports, advising the board and management on all aspects of corporate governance and handling communications with stakeholders.

On the other hand, the Chartered Secretaries in practice play role to provide independent advice and guidance on the conduct of business, governance and compliance.

Institute of Chartered Secretaries of Bangladesh and Its Role Institute of Chartered Secretaries of Bangladesh (ICSB) was established in 1997 under Section 28 of the Companies Act, 1994 under License from the Ministry of Commerce, Government of the People’s Republic of Bangladesh as Institute of Chartered Secretaries and Managers

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of Bangladesh (ICSMB). As the policy makers of the Parliament of Bangladesh have realised the imperative need and necessity for the pavement of the way for growth and promotion of the profession of Chartered Secretaries in Bangladesh, the Jatio Sangsad has promulgated the Chartered Secretaries Act- 2010 (Act No. 25 of 2010) on June 7, 2010 with publication in Bangladesh Gazette on 16 June, 2010 and thus the former ICSMB has been converted to a statutory body ‘Institute of Chartered Secretaries of Bangladesh (ICSB)’.

Now ICSB is the only recognized professional body in Bangladesh to develop, promote and regulate the profession of Chartered Secretary in Bangladesh.

Role of ICSB 1)

Chartered Secretarial Course is the highest professional degree offered by the ICSB. The Chartered Secretarial Course consists of 18 papers during the course period of 2.5 years in 5 semesters. Each paper has 100 marks. Through this course ICSB is promising to produce Chartered Secretary who is a qualified professional specialized in company law, securities law, company secretarial practice, corporate management, corporate governance, compliance issues, banking, insurance, finance, investment, taxation, human resources, public relations, financial management and administration.

Chartered Secretaries are trained to chart a course through regulation, legislation and best practice and to deliver effective operations.

Chartered Secretary is the requisite qualification to become a Company Secretary.

Objectives of ICSB

2)

The prime objective of the Institute of Chartered Secretaries of Bangladesh (ICSB) is to regulate and develop the profession of Chartered/ Company Secretaries in order to promote corporate governance by complying with the conditions of Corporate Governance Code and other legal requirements and establish statutory disciplines within the companies. To achieve the objective, the ICSB: i) conducts professional courses and examinations to test the capability of potential administrators in the fields of commerce, industry and institutional management; ii) offers professional distinction to the Chartered Secretaries to enable them to ensure effective and transparent corporate management; and iii) develops and upholds professional ethics and discipline.

The Institute Chartered Secretaries of Bangladesh regularly undertakes the Continuous Professional Development (CPD) programs for enhancing the competency of its members by sharing the updated knowledge and practices of governance and administration in the changing world.

3)

It also arranges workshop, seminar and round table meeting on national issues and corporate governance affairs to provide expert opinion and recommendations for the sake of national interest and to ensure corporate governance in companies.

4)

The institute plays a vital role by providing recommendations to

The institute governed by the Chartered Secretaries Act-2010 and the Chartered Secretaries Regulations, 2011 and it is administered by a Council consisting of 13 elected members and 5 nominees of the government of Bangladesh.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

guidance on the conduct of business, governance and compliance. They are also rendering their specialist service and expert consultancy in the wide rages of areas like corporate laws and advisory services, foreign collaboration and joint venture abroad, arbitration and conciliation, intellectual property rights, issue of certificates under various statutes, tax planning and management, appearance before regulatory authorities and corporate restructuring.

regulatory authorities and government like the Bangladesh Securities Exchange Commission (BSEC), Bangladesh Financial Reporting Councils etc. in formulating corporate laws, rules and regulations.

5)

6)

7)

8)

ICSB offers training on board governance for directors and key personnel of the companies for ensuring corporate governance within the companies by improving awareness to corporate governance code.

ICSB often arranges workshop and seminars on the Corporate Governance and engaging the professionals, academician, specialists, regulators and corporate leaders to discuss and find out the way forward to enhance the corporate governance within corporate structures for protecting investors’ interest.

The ICSB has a list of about 500 qualified members who are providing their expert and specialist service in companies of different industries, government organizations, state owned enterprises, autonomous bodies etc. In companies they are working with Board of Directors as Company Secretary to suggest the directors to make the board effective and comply with the Corporate Governance Code and other laws, rules and regulations.

Chartered Secretaries in practice, who are the highly professional and specialist with a broad base of skills unique among the professions and trained in law, finance, accounting, strategy and governance, provide independent advice and

9)

The institute provides all kind of professional support to its members (Company Secretaries and Chartered Secretaries in practice) to do their business by maintaining professionalism, based on principles and ethics.

10) As a part to promote and facilitate good governance in the corporate sector, ICSB has introduced Corporate Governance Award. Through this award, it has been recognised and awarded companies for their enduring contribution to governance.

It has been bestowing National Awards for excellence in corporate governance. The awardees for ICSB National Awards for Excellence in Corporate Governance are selected through a very rigorous comprehensive evaluation process undertaken by an eminent jury board.

Bangladesh Secretarial Standards and ICSB 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 in secretarial practices of different companies.

The Institute of

Chartered Secretaries of Bangladesh (ICSB), realizing 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. As of now the Secretarial Standard Board has formulated four secretarial standards and these are also issued and published by the ICSB to follow by the companies in Bangladesh. The four standards are as follows: a)

Bangladesh Secretarial Standard (BSS)-1: Secretarial Standard on Meetings of the Board of Directors;

b)

Bangladesh Secretarial Standard (BSS)-2: Secretarial Standard on General Meetings;

c)

Bangladesh Secretarial Standard (BSS)-3: Secretarial Standard on Minutes; and

d)

Bangladesh Secretarial Standard (BSS)-4: Secretarial Standard on Dividend.

All these standards issued by the ICSB are emphasising on the integration, harmonization and standardisation of various practices of the companies to promote uniformity and consistency in good governance practices. But the implementation of these standards depends on the legal framework coverage. Recently, the Corporate Governance Code, 2018 issued by the BSEC has recognised the standards of ICSB to mandatory follow by the listed companies in company’s governance affairs and hence the BSS issued by ICSB has gathered legal framework coverage to implement it within the companies for promoting uniform and consistent corporate governance practices. The Corporate Governance Code, 2018 also recognised the Chartered Secretaries in practice to certify the corporate governance compliance

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FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

to Chartered Secretaries, make mandatory the compliance of Bangladesh Secretarial Standards issued by the Institute of Chartered Secretaries of Bangladesh and accepted most of the recommendations of ICSB on Corporate Governance. Like this, inclusion of Chartered Secretaries and ICSB in other relevant laws of the country needs to be made for better corporate governance in corporate sector.

status of the companies which will helps the Chartered Secretaries to use their professional expertise and skills for enhancing corporate governance of the companies. The Corporate Governance Code, 2018 also has recognised the Chartered Secretaries to work as Company Secretaries and this gives a broad scope to utilise the secretarial expertise of Chartered Secretary through advising the Board of Directors to comply with legal directives, governance code and administrative procedures.

What’s Limitation?

Some limitations faces by ICSB regarding coverage of legal framework for CS, organizational restructure of ICSB and infrastructure development are needed to be intervened immediately, such as: 1)

The Chartered Secretaries Act, 2010 has given the broad legal framework coverage to the Chartered Secretary profession though the synchronization with other relevant laws like, Companies Act 1994, Banking Companies Act, Non-Banking Financial Institution Act, Income Tax Ordinance 1984, VAT Act 1991, Labor Act 2006, Securities Acts etc. is yet to be established.

It is very good news that the recent Corporate Governance Code, 2018 issued by the BSEC has been recognised the Chartered Secretaries as Company Secretaries, Secretarial Audit mandate given

2)

ICSB’s organizational set up with required manpower and equipment need to be restructured for better and updated services to its members, business leaders, companies and other stakeholders which ultimate have impact on the corporate governance within companies.

Conclusion and Recommendations Following the giant corporate scandals in the world, a few decades ago, it was felt that developing and implementing the processes to promote corporate governance is important to ensure corporate governance and sustainability of the companies. The Chartered Secretary professionals provide guidance and expert advice for developing and implementing processes to promote and sustain good corporate governance within the companies.

Institute of Chartered Secretaries of

The writer is a Fellow Member of this Institute

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Bangladesh has been playing important role to produce Chartered Secretaries; promoting and regulating the CS profession; inducting the Company Secretaries; issuing Bangladesh Secretarial Standards; arranging workshop, meeting, conference, seminars and training on corporate governance; recognise and award the companies for maintaining corporate governance; training on board governance to directors and key personnel of the companies; undertakes the Continuous Professional Development (CPD) on emerging issues; and providing recommendations to regulatory authorities and government in formulating corporate laws, rules and regulations. All these initiatives by ICSB are to promote and sustain good corporate governance within the corporate structures. But ICSB has some limitations regarding legal framework coverage, organizational structure and infrastructure.

Therefore, it is recommended that government and regulatory bodies should consider the Chartered Secretaries Act, 2010 and should make necessary synchronization of the Chartered Secretaries Act, 2010 with other relevant laws, rules and regulations for providing broad based legal coverage to Chartered Secretary profession. It is also recommended to make necessary restructure in organizational structure for appropriate manpower and equipment and also extended infrastructure development is needed to provide better and updated services to all concerned.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

THE WINNING COMPANIES GOLD

EASTERN BANK LTD.

Silver

SOUTHEAST BANK LIMITED

Bronze

Banking Companies

PRIME BANK LIMITED

GOLD

IDLC FINANCE LIMITED

Silver

DELTA BRAC HOUSING FINANCE CORPORATION LTD.

Bronze

Non-Banking Financial Institutions

UNION CAPITAL LIMITED

71

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

THE WINNING COMPANIES GOLD

GREEN DELTA INSURANCE COMPANY LIMITED

Silver

PRIME INSURANCE COMPANY LIMITED

Bronze

Insurance Companies

PHOENIX INSURANCE COMPANY LIMITED

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GOLD

THE ACME LABORATORIES LTD.

Silver

Pharmaceutical & Chemical Companies

THE IBN SINA PHARMACEUTICAL INDUSTRY LTD.

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

THE WINNING COMPANIES GOLD

MATIN SPINNING MILLS LIMITED

Silver

PARAMOUNT TEXTILE LIMITED

Bronze

Textiles and RMG Companies

REGENT TEXTILE MILLS LTD.

GOLD

GOLDEN HARVEST AGRO INDUSTRIES LIMITED

Silver

OLYMPIC INDUSTRIES LIMITED

Bronze

Food and Allied Companies

GEMINI SEA FOOD LIMITED

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5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

THE WINNING COMPANIES GOLD

BANGLADESH SUBMARINE CABLE COMPANY LIMITED

Silver

IT, Telecom Companies

GRAMEENPHONE LIMITED

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GOLD

SINGER BANGLADESH LIMITED

Silver

BBS CABLES LIMITED

Bronze

Engineering Companies

BSRM STEEL LIMITED

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

THE WINNING COMPANIES GOLD

BRITISH AMERICAN TOBACCO BANGLADESH LIMITED

Silver

RAK CERAMICS BANGLADESH LIMITED

Bronze

Manufacturing Companies

PREMIER CEMENT MILLS LIMITED

GOLD

Fuel and Power Companies SUMMIT POWER LIMITED

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

THE WINNING COMPANIES

76

GOLD

EASTERN HOUSING LIMITED

Silver

Services Companies

UNIQUE HOTEL & RESORTS LIMITED

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF EASTERN BANK LTD.

EBL: The Game Changer Now in its 26th year of operation, EBL is a trend setter in many areas of financial industry. The sense of resolve or purpose of Eastern Bank Limited is to enable economic growth and societal progress through touching lives positively.

Eastern Bank Limited is a trend setter in many areas of financial industry and also Ali Reza Iftekhar the most awarded bank in the country. We are the first company in Bangladesh to Managing Director & CEO be rated by Moody’s. We are the first to launched AI-based chatbot for social media. In 2016 EBL went for international rating and approached world renowned rating agency Moody’s for a health check. We did it because we wanted to understand where we stand in global standard. We did not want to remain just a top class local bank. Our dream has always been to weigh ourselves against international standards and step forward to become a regional player. We are also the most awarded bank in the country.

Corporate Governance Award Our system of corporate governance provides the basis for the responsible management, transparency of processes and compliance to regulatory bodies with a focus on sustainable value creation. Our continuous effort to adopt and adapt to international best practices in corporate governance has been recognized by Institute of Chartered Secretaries of Bangladesh (ICSB). We have got recognition for last three consecutive years at the ICSB National Award for Corporate Governance Excellence award.

ISO Certification Our relentless effort to upgrade and update on every account of standardization is reflected in our Operations department's recent ISO 9001: 2015 certification.

Moody's rating The rating by a top global agency like Moody's in March 2016 was a high point in our journey to excellence.

Moody's assigned us Ba3 rating with stable outlook. The rating is equivalent to country sovereign of Bangladesh. EBL is the first company in the country to achieve this commendable feat. Moody's reaffirmed EBL the Ba3 rating in 2017 and 2018.

PCI DSS Certificate PCI DSS certificate has been awarded to EBL in 2016 and reaffirmed in 2017 by global leader in cyber security NCC Group of UK is a testimony to our emphasis on card security.

Euromoney Award In 2016 the jury of Euromoney Awards for Excellence conferred the Best Bank in Bangladesh for its professionalism, prudence, and growth. It also referred EBL's depleting NPL ratio as mark of health. In 2017 and 2018 EBL adjudged the Best Bank in Bangladesh making the tally to three consecutive years. After the introduction of the coveted Euromoney award for Bangladesh in 2013, EBL is the most successful bank to win maximum number of awards.

A Leader in Retail Banking In retail banking EBL has emerged as an undisputed leader. The Asian Banker International Excellence in Retail Financial Services award has adjudged EBL as the Best in Retail Bank in Bangladesh for the last six consecutive years from 2013-18.

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5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF EASTERN BANK LTD. The London-based International Finance magazine in 2018 awarded EBL for the Best Credit Card Offering in Bangladesh.

Best Transaction Bank in Bangladesh EBL has been awarded at the prestigious Asian Banker Business Achievement Awards 2018 held in Beijing.

EBL is the only bank from Bangladesh to win Best Transaction Bank in Bangladesh Awards in two categories of Best Cash Management and Trade Finance.

IFC Award In 2017 IFC of World Bank group recognized us as the Best Issuing Bank Partner and Best Trade Operations Issuing Bank Partner in South Asia.

FinanceAsia Award The Finance Asia magazine awarded the Best Bank in Bangladesh accolade in 2017.

Asiamoney Award EBL was awarded the Best Corporate and Investment Bank in Bangladesh 2017 by Asiamoney.

Spreading Banking Wing in the region As a fully owned subsidiary of Eastern Bank Ltd., EBL Finance (HK) Limited was established in Hong Kong in 2013 to facilitate cost-effective and hassle free international trade business through advising of Letter of Credits, handling documentary collections and Bill Financing against letters of credit issued by Eastern Bank Ltd. and other local commercial banks in Bangladesh. We have our second banking wing in operation in Myanmar. EBL is going to spread its banking wings to Guangzhou, China and neighboring India by establishing a full-edge branch at Kolkata as part of a move to establish its regional footprint.

We strongly believe that EBL now poised to become a regional bank of East and Southeast Asia.

CURRENT LIST OF DIRECTORS OF EBL 01. Md. Showkat Ali Chowdhury

Chairman

02. M. Ghaziul Haque

Director

03. A. M. Shaukat Ali

Director

04. Mir Nasir Hossain

Director & Chairman of Executive Committee (EC) of EBL Board

05. Salina Ali

Director

06. Anis Ahmed

Director & Chairman of Risk Management Committee (RMC) of EBL Board

07. Meah Mohammed Abdur Rahim

Independent Director & Chairman of the Audit Committee (AC) of EBL Board

08. Mufakkharul Islam Khasru

Director

09. Ormaan Rafay Nizam

Independent Director

10. Gazi Md. Shakhawat Hossain

Director

11. Ali Reza Iftekhar

Managing Director & CEO

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5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF SOUTHEAST BANK LIMITED

Southeast Bank Limited is a second-generation bank that was established in 1995 with a vision to bring efficient and professional banking services to the people and the business community of Bangladesh. It aims to contribute significantly to the growth of the national economy.

M. Kamal Hossain Managing Director

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5th 5th ICSB National Award 2017

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PRIME BANK LIMITED

Prime Bank was established in April, 1995 by a group of committed and visionary entrepreneurs conceive an idea of floating a commercial bank with different outlook. Prime Bank is known for its superior service quality, brand image, strong corporate governance and corporate culture. Committed for excellence, Prime Bank is a top-tier bank in Bangladesh and reputed among regulators as distinctly ‘compliant’ and among customers as agile and responsive to change. A Bank aligned to its vision, mission, values and strategic priorities.

Rahel Ahmed

Managing Director & CEO With its network of 146 branches in Bangladesh and history of over 22 years, Prime Bank has developed unique insights into the needs of every customer segment and has consistently demonstrated the ability to offer innovative solutions for all. Over the years, Prime Bank has built on its expertise in a wide area of financial services and today its range of services includes corporate & institutional banking, commercial banking, investment banking, merchant banking, Islamic banking, offshore banking, securities trading, lease financing and internet banking.

It has achieved numerous international awards for excellence and innovation, which stand testimony to the high standards it employs in every area of its operations.

PBL’s Board Members include eminent individuals with industry, financial and operational expertise. The Board consists of 18 members including 3 independent Directors and Managing Director. There are three committees under the board which are Executive Committee, Audit Committee and Risk Management Committee.

Key operating and financial results In 2017, the total assets of the Bank was BDT 281,274.67 million and it was BDT 272,223.70 million in 2016 which represent 3% growth. In last year loans and advances growth was 14%.

24,708

25,285

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017

Capital (BDT in million)

24,461

23,030

198,323

170,212

151,865

147,367

153,589

2013 2014 2015 2016 2017

26,415

Shareholders' Equity (BDT in million)

Loans and Advances (BDT in million)

199,014

197,934

194,825

204,838

201,907

Deposits (BDT in million)

CRAR 30

12.04

12.71

12.74

10

10

10

12.45

14.01

2015

2016

32,250

31,632

2014

29,283

2013

27,313

26,495

20

2017

10 -

2013

2014 Required

2015

10.625 2016

11.25

2017

Maintained

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ICSB National Award 2017

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PROFILE OF PRIME BANK LIMITED Key Financial Ratios Earnings per Share Dividend (%) Return on assets (%) Return on equity (%) Capital adequacy ratio (%) Net asset value per share

2013 1.78 12.50 0.72 8.35 12.04 22.37

2014 2.32 15.00 0.91 10.08 12.71 23.76

2015 2.08 15.00 0.80 8.41 12.74 25.66

2016 2.13 16.00 0.81 8.49 12.45 24.56

2017 1.03 17.00 0.38 4.24 14.01 24.00

Corporate Profile Chairman Vice-Chairman Chairman, Executive Committee Chairman, Audit Committee Chairman, Risk Management Committee Managing Director & CEO Chief Financial Officer Company Secretary

Registered Office

Telephone Website Email SWIFT

Azam J Chowdhury Mafiz Ahmed Bhuiyan Imran Khan Md. Shirajul Islam Mollah Shamsuddin Ahmad Ph.D Dr. G. M. Khurshid Alam Rahel Ahmed Mohammad Habibur Rahman Chowdhury, FCA Mohammed Ehsan Habib

Prime Bank Limited 119/120 Adamjee Court Annex Building-2 Motijheel C/A, Dhaka-1000 +88029564847 www.primebank.com.bd info@primebank.com.bd PRBLBDDH

PBL always try to maintain sustainable development to "meet the needs of the present without compromising the ability of the future generations to meet their own needs." There are many challenges to ensure this sustainable development. One of the key challenges of sustainable development is that it demands new and innovative choices and ways of thinking. While developments in knowledge and technology are contributing to economic development, they also have the potential to help resolve the risks and threats to the sustainability of our social relations, environment, and economies.

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF IDLC FINANCE LIMITED

Background IDLC Finance Limited was incorporated in Dhaka as Bangladesh’s pioneering leasing company in 1985. The Company was constituted through the collaboration of International Finance Corporation (IFC), German Investment and Development Company (DEG), Kookmin Bank, Korea Aziz Al Mahmood Arif Khan Development Financing Corporation, The Aga Khan Fund for Chairman Managing Director & CEO Economic Development, The City Bank Limited, IPDC of Bangladesh Limited and Sadharan Bima Corporation. Over the years, the shareholding structure has evolved into IDLC emerging as a 100 percent locally-owned enterprise.

Today, IDLC is a pioneering multi-product NBFI in Bangladesh with 40 branches and over 1,400 staff.

IDLC also operates three wholly-owned subsidiaries in the capital markets through IDLC Investments Limited (providing Merchant Banking services), IDLC Securities Limited (providing Brokerage services) and IDLC Asset Management Limited (providing Asset Management Services).

The IDLC Group has always been a standard bearer for the financial sector in terms of corporate governance and statutory compliance. The Group is also highly regarded for its professional pool of resources and progressive work environment. In 2010, the IDLC Group committed to sustainable business by becoming a member of the Bangladesh CSR Centre, the United Nations Global Compact (UNGC), and finally, the United Nations Environment Programme Finance Initiative (UNEP FI); a commitment which IDLC has continued to uphold with strong work ethic and profound corporate governance.

The IDLC brand stands for trust, transparency and customer-centricity. Our tagline of ‘financing happiness’ resonates with our entrenched philosophy of touching the lives of our stakeholders in a positive and constructive manner, thus creating a favourable brand recall.

Company's Vision To be the best financial brand in the country.

Company's Mission To focus on quality growth, superior customer experience and sustainable business practices.

Key Achievements • Attained 1st position at the 4th and 3rd ICSB National Award for Corporate Governance Excellence, 2016 and 2015, presented by the Institute of Chartered Secretaries of Bangladesh (ICSB) while also being recognized for the same category for the year 2014; • Attained the title ‘Overall Winner’ of the prestigious SAFA (South Asian Federation of Accountants) award 2017, along with title of ‘Winner’ in “Financial Services Sector" in the years 2017, 2015, 2011 and 2010 and as " Winner" in ‘Corporate Governance Disclosure’ award in 2016, in addition to being awarded in the said categories for the awarding years 2014, 2012, 2009, 2008, 2006 and 2005; • 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 last 5 years including 2017, 2016 and in the historical past, “Integrated Reporting” since the award was introduced in 2015 and “Corporate Governance Disclosures” for the years 2013, 2012. IDLC has been recognized by ICAB in the relevant awarding categories since the year 2002; • Awarded 1st position by Institution of Cost and Management Accounts of Bangladesh (ICMAB) as the Best Corporate in the Non-Bank Financial Institution Sector for the awarding years 2017, 2013, 2012, 2011 and 2008, 3rd position for the year 2015 and Certificate of Merit for the year 2014; • 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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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF IDLC FINANCE LIMITED Principal Activities IDLC has always followed a revenue diversification strategy and this led to the establishment of different client segments- Corporate, Personal Financing, and SME. The current product portfolio includes Corporate and Structured Finance solutions to local and multinational corporate houses; Personal financing products such as deposits, personal loans, home loans, car loans etc; financing facilities for Small and Medium Enterprises; Merchant Banking solutions such as Portfolio Management and Investment Banking (IPO, RPO, Bond Issuance, Right Shares Offering etc); and Brokerage Services.

FINANCIAL HIGHLIGHTS OF IDLC GROUP FOR 5 YEARS (Amount in Million BDT) Particulars

2013

2014

2015

2016

2017

Growth (%)

50,429.38

58,926.59

73,434.45

79,311.08

95,686.94

20.65%

43,951.28

51,370.79

64,154.04

68,931.44

81,547.63

18.30%

29,063.88

35,240.30

46,038.68

47,474.93

59,853.62

26.07%

2,761.46

3,657.72

4,587.90

5,163.86

6,280.41

21.62%

1,243.41

1,463.65

1,647.79

1,959.10

2,335.77

19.23%

4,137.61

4,543.10

4,833.19

4,625.07

4,898.05

5.90%

1,325.20

2,186.53

2,628.50

3,048.98

3,711.83

21.74%

669.47

1,245.51

1,459.22

1,780.30

2,277.12

27.91%

49.48

43.04

44.48

41.61

38.65

(2.96)

Debt equity ratio (Times) Financial expenses coverage ratio (Times) Return on total assets (%)

8.40

8.03

8.43

7.88

6.60

(1.28)

1.32

1.48

1.54

1.66

1.76

0.10

Non-performing loan ratio (%)

1.52

2.28

2.20

2.33

2.60

0.27

1.63

2.02

3.06

2.98

2.77

(0.21)

13.31

20.95

20.39

21.29

21.15

(0.14)

2.07

3.84

4.50

5.49

6.13

0.64

15.12

12.06

10.96

8.05

13.91

5.86

FinancialPerformance Total assets

Long term liabilities Term deposit balance Operational Performance Operational income

Operational expenses Financial expenses Profit before tax Net profit after tax Average effective tax rate Financial Ratios

Return on shareholders’ equity (%) Earnings per share Price earnings ratio (Times) Equity Statistics

Number of shares (No.) 160,875,000 201,093,750 251,367,187 251,367,187 377,050,780 Year-end market price per share 63 75 64 57 85 (BDT) Net asset value per share (BDT) 14 17 21 24 33 Market capitalization Market valueaddition Shareholders’ equity

84

50.00% 49.65% 40.95%

10,119

15,022

15,987

14,328

32,162

124.47%

30

42

33

21

52

141.99%

5,363

6,528

7,786

8,938

12,597

40.95%

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF DELTA BRAC HOUSING FINANCE CORPORATION LTD.

Background and History Delta Brac Housing Finance Corporation Ltd. (DBH) is the pioneer, largest and specialist in Housing Finance Institution in the private sector of the country. It is an joint venture organization and was formed by five institutions, three local shareholder organizations and two international partners, which has commenced its operation in the year 1996.

The local promoters are: BRAC: The largest national NGO of the world, having deep presence in the country and contributing in the socio-economic development of the country.

Q. M. Shariful Ala, FCA Managing Director & CEO

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

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

The international partners were as follows: HDFC: A 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 came together with an objective to channel resources into providing finance for the people’s basic need for shelter, enhance housing stock of the country and promote affordable home ownership.

The company floated its shares to the general public through IPO in the year 2008 and become listed with both bourses of the country. The company has registered commendable growth in creating home ownership in Dhaka and other major cities of the country. At the same time, it has been playing an active role in promoting the real estate sector to the large cross sections of prospective clients who had but yet unfulfilled dream of owning a home. Among all Banks and Financial Institutions of Bangladesh only DBH has been rated the highest ‘AAA’ credit rating for last thirteen consecutive years.

Vision, Mission & Core Values: 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 wellbeing 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

Strategic Approach & Objectives: •

Focus on building deep and long-standing relationships with our clients, customers as well as real-estate developers, and constantly look to improve the quality of our products and services.

•

Focus on developing our human resource talents.

85

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF DELTA BRAC HOUSING FINANCE CORPORATION LTD. •

Ensure balanced growth with a disciplined approach to the management of risks and costs.

•

Ensure adequate capital and liquidity to sustain our business over the long term.

Achievements & Recognitions: •

The Annual Report for the year 2012-2013 of Delta Brac Housing Finance Corporation Limited (DBH) was awarded the 2nd prize by ICMAB as ‘Best Corporate Awards’.

•

Delta Brac Housing Finance Corporation Limited was awarded the prestigious ‘The Best Financial Institution of the Year’ for the year 2013 by DHL Express and the Daily Star, for providing an opportunity to own houses in cities to the middle and lower middle class.

•

DBH received the certificates of merit award for the ‘best presented annual reports’ in the category of non-bank financial services, declared by ICAB in their 14th National Awards held on in the year 2013.

•

2nd ICSB National Award for Corporate Governance Excellence -2014 was declared on 10 November 2015 where a total of 28 corporate entities won the awards for complying with the Corporate Governance standards based on Securities and Exchange Commission’s regulations, guidelines and transparent administration. Among the awardees in the Non-Banking Financial Institutions category, Delta Brac Housing Finance Corporation Limited (DBH) secured the Bronze Crest.

•

3rd ICSB National Award-2015 for Corporate Governance Excellence was declared on 24 December 2016 where a total of 25 corporate entities won the awards. Among the awardees in the Non-Banking Financial Institutions category, Delta Brac Housing Finance Corporation Limited (DBH) secured the Bronze Crest.

•

DBH also won the ICMAB Best Corporate Award-2016 (declared on January 28, 2018) and secured the 3rd position in the FI Category.

Composition of the Board The members of the Board of DBH comprised of nominated and non-executive Directors as well as the Independent Directors, who have collective experience in diverse fields like finance, banking, insurance, economics, corporate laws and administration.

Product & Services DBH is the major player in the housing finance sector in Bangladesh since 1997 and remains one of the leading non-bank financial institution. We have developed an attractive suite of products that cater to all customer segments, with our primary focus to strengthen the society by expanding home ownership. By leveraging our understanding of customers from different economic segments, we are today in a position to extend a range of products and services in loans through our specialized team members.

Besides, DBH has kept its focus on deposit collection as its main source of funding mechanism. As a result, DBH has managed to fund over 80% of its home loan operation through deposit. At present the Company offers a diverse deposit product line including Annual Income Deposit, Monthly Income Deposit, Quarterly Income Deposit, Cumulative Deposit, DBH Platinum Deposit and Day-wise Deposit.

Last Five Years’ Operational Performance

(Million Taka except EPS & NPL)

86

Operational Highlights Loan approvals

30 -Jun -14

30 -Jun -15

6,834

7,715

Loan disbursement

6,583

7,769

Cumulative disbursement Cumulative sanction

52,847

Earnings Per Share NPL ratio (%)

30 -Jun -16

31 -Dec -17

13,818

31 -Dec -16 (6 months) 6,230

11,517

6,157

14,711

60,616

72,133

78,290

93,001

54,187

61,902

75,720

81,950

97,148

5.15

5.90

6.77

5.43

7.79

0.22%

0.30%

0.34%

0.36%

0.27%

15,198

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF UNION CAPITAL LIMITED

Introduction Established in 1998, Union Capital Limited Financial Group is a diversified financial service provider based in Dhaka. UCL has operations in both the principal segments of financial market: financing & investment activities and capital market.

Together with its subsidiaries, UniCap Securities Limited and UniCap Investments Limited, UCL Group offers a wide range of complementary investment products like term/lease finance, SME finance, real estate finance, equity finance, brokerage Chowdhury Manzoor Liaquat Managing Director & CEO services, issue management, underwriting, portfolio management and corporate advisory services etc. UCL has 8 offices located in Dhaka, Chittagong, Sylhet, Gazipur, Nashingdi and Bogra. UCL is a publicly traded Company listed in both the Dhaka and Chittagong Stock Exchange.

Group Profile UCL and its subsidiaries constitute one of the largest financial groups, which began its activities 19 years back by taking over the Bangladesh operations of UCL’s predecessor, Peregrine Capital Limited based in Hong Kong.

UCL is providing a variety of financial and non-financial activities in Bangladesh. UCL’s policy is to provide its customers with comprehensive financial solutions, high level professional services and a wide variety of products adapted to each customer’s need.

To implement its strategy, UCL operates through different business lines, with each business line providing financial services to a particular customer segment: Corporate Financial Services including leasing and term finance to SMEs and large enterprise of different sectors, Capital Market Services include issue management, share trading and portfolio management through its subsidiaries and Retail Customer Service include deposit schemes and personal lending.

The Group Provides •

Leasing, term and SME finance

• Corporate advisory services

•

Different deposit schemes

• Margin loan for investment in securities

•

Investors portfolio management

• Share trading for retail and corporate investors

•

IPO and right issue management

Business Clusters •

Union Capital Limited

•

UniCap Investments Limited •

UniCap Securities Limited

Focus •

Value creation to its stakeholders • Building strong investment portfolio

•

UCL as an employer of choice

•

Positioned as the institution for all • Access to major areas of investment services

• Acknowledged for its sustainability leadership

Location •

Registered office in Dhaka

•

Major operating centers in Dhaka

•

Branch network in Dhaka, Chittagong , Sylhet, Gazipur, Nashingdi and Bogra

87

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF UNION CAPITAL LIMITED Board of Directors The Board of Directors comprises of the following members including three independent Directors as at 31 October 2018: • Chowdhury Tanzim Karim, Chairman • M. Faizur Rahman • Waqar Ahmad Choudhury • Tajrina Sikder • Nadeem A. Chowdhury • Meherunnesa Haque • Sabita Rezwana Rahman • Capt. Minhazur Reza Chowdhury • Kazi Russel Mahbub • Mohammad Nurun Nabi FCA, Independent Director • Md. Abdul Karim, Independent Director • Md. Fayekuzzaman, Independent Director Our Core Values Seven core values drive UCL employees and management in delivering results to our shareholders, clients and the community that we operate in. Pursuing and living up to these values is a responsibility we take great pride in. Our seven core values are as under: Integrity

We are honest in our business activities & we make sure that the integrity remains the top priority.

Trust

We work diligently to build a deeper level of trust inside out of the organization.

Teamwork

We work as a team to achieve UCL’s vision, mission and goal.

Openness

We are always open and fair in what we say and do.

Transparency We are always transparent regarding our performance to existing and potential stakeholders.

Excellence

We aspire to achieve excellence in all that we do.

Resilience

We always take challenges positively and see difficulties as the opportunities to demonstrate our ability.

Statement on Corporate Governance How we govern ourselves as a group is as important as anything we do. Being an ethical Company is about much more than simply adhering to the letter of the law. But it’s an important step. We aim to achieve and maintain the highest standards of business integrity, ethics and professionalism across all of our activities.

We strive to earn and retain the trust of our shareholders through our high standards of corporate governance.

We have strong oversight and regulations in place. We work to embed those practices in our culture.

Credit Rating UCL has been rated as AA+ (Double A Plus) in the long run and ST-1 for the short term by National Credit Rating Company Limited which reflects very strong capacity for timely serving of financial obligations offering high safety. Such institutions carry very low risk. ST-1 reflects strong capacity for timely payment of financial commitments and carries lowest credit risk.

Corporate Social Responsibility UCL is committed to doing better for customer, investors, employees and communities through a focused approach to corporate responsibility and sustainability. UCL’s goal is to demonstrate integrity in business practices and provide leadership in the workplace and the marketplace. We are committed to be a strong supporter of the communities in which the Company operates its business and to transparency in sustainability reporting practices.

Contribution to National Economy UCL is one of the major employers, taxpayer and financial services provider amongst the non-banking financial institutions. Our role in the economy is extensive. Our everyday business activities touch the financial lives of millions of people and businesses. Our priorities are as under: • • •

88

Provide strong return to shareholders • Purchase goods and services responsibly • Support small businesses and community economic development •

Pay fair share of taxes Foster innovation and entrepreneurship Create employment

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF GREEN DELTA INSURANCE COMPANY LIMITED

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 its operation 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 807 million with a credit rating of AAA and ST1 as the first Insurance Company in Bangladesh. Green Delta is also the 1st Farzana Chowdhury Insurance Company in Bangladesh to have equity partnership with International Finance Managing Director & CEO Corporation (IFC) of World Bank Group. With a presence in the strategically important parts of the country, which includes 43 branches, Green Delta Insurance Company has established its prominent presence with equity participation in Delta BRAC Housing Ltd., 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 the One Stop Healthcare Solution provider providing value added services to the healthcare industry of Bangladesh.

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 more than 3 decades in the Insurance sector, Green Delta Insurance Company Limited has now become a big family of visionary board members, 700+ 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’. 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 ProbashiComprehensive Insurance Scheme for Migrant workers.

Bangladesh Government has taken up a timely initiative to provide health insurance to the people who are living below the poverty line. ‘Shashtha Suroksha Karmashuchi’ (SSK) is a project of Health Economics Unit under Ministry of Health & Family Welfare. Green Delta Insurance is the scheme operator for the whole project. Green Delta is eyeing the scope of digital insurance and has launched online payments services to make the payment methods easier and have built up a strong IT infrastructure to be aligned with government’s recent approaches towards a more digitalized and greener future.

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 Rating Agency. 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, ICSB Corporate Governance Excellence Award, “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 Otherways in Berlin, International Star Award for Leadership in quality in the Gold, Platinum and Diamond categories, World Finance Award for Best Non-Life Insurance Company in Bangladesh, IFM Award for Best Non-Life Insurance Company Bangladesh, International ARC Award and many more. With the slogan “Marches with time” 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.

89

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PRIME INSURANCE COMPANY LIMITED

Prime Insurance Company Limited, founded in 1996, a second generation private sector non-life insurance company conceived in ethical business which, now-a-days, has established itself as one of the leading non-life insurance companies in Bangladesh with its dynamic leadership in Management with specialized and significant expertise in serving unparallel insurance services for traditional and non-traditional risk underwriting. With a portfolio of broad range of products, Prime Insurance always works hard for the clients to deliver innovative products and services while maintaining a commitment to safety, security and sustainability.

Mohammodi Khanam Chief Executive Officer

Board and its Sub-Committees Prime Insurance has a competent Board composed of 20 non-executive directors including 2 independent directors. Mr. Md. Zakiullah Shahid, Chairman of the Board, is a veteran business executive. The Board has delegated authority towards 3 sub-committees namely Executive Committee, Audit Committee and Remuneration Committee. The Audit Committee and Remuneration Committee are headed by independent directors with a view to restoring the interest of the shareholders and employees of the company. The Board has delegated sufficient power to the Management of the Company for accomplishment of the day to day work transparently and ethically.

Managing Director & CEO Ms. Mohammodi Khanam, the Managing Director and CEO, is a 30-year experienced insurance professional who has been leading the Company to make it as one of the most trustworthy insurance houses in Bangladesh.

Ms. Khanam, with her deep, all square and inevitable insurance knowledge of all departments, has made her position eternal in the insurance sector.

Head of Departments Prime Insurance has appointed vast experienced and qualified professional persons as Head of the Departments.

Certification & Credit Ratings Prime Insurance is the first non-life insurance company in Bangladesh to achieve the ISO 9001:2008 certifications in 2011. Prime Insurance has been rated A+ (A Plus) by the Credit Rating Information & Services Limited (CRISL).

Awards & Acknowledgment Prime Insurance’s improvement has been very much reflected on the declaration of the ICAB that Prime Insurance has been awarded First Position under the category: Insurance sector and it has also declared winner of SAFA Award 2016 among the SAARC countries. It also won SILVER Award ICSB National Award 2016 for Corporate Governance Excellence.

Business & Networks Prime Insurance diversified its business with number of products together with an expanding and well-organized network of 18 Branches & 1 Booth with a presence in major divisional areas of the country. Furthermore, the Company is pioneer in implementing automation and online business support to its clients. With a view to ensuring prompt services, all its businesses are operated through automated system.

With a view to coping with changing market demand, Prime Insurance is in the trendy pathway of innovation.

Accordingly, it has unveiled four exclusive products: (i) Hajj & Umrah Insurance, which is the first of its kind in Bangladesh and also (ii) Health Insurance Product ‘Prime Health Plan’ in non-life insurance category which is hospitalization coverage with wider treatment facilities at home and abroad and fully supported by the overseas

90

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PRIME INSURANCE COMPANY LIMITED reinsurers. Moreover, for providing the financial security to the banks, the company has launched (iii) Bankers Blanket Bond (BBB) Coverage with wider coverage but fewer premium which works as a safeguard for the Banks to face any financial loss and (iv) Ship Builder’s Liability Coverage.

Reinsurance Arrangements Prime Insurance sincerely and effectively deals with reinsurance matters making every insured protected. Prime Insurance has its re-insurance support from the first line overseas re-insurers. 50% re-insurable non-life insurance business of the Company is placed to Sadharan Bima Corporation (SBC) and the remaining 50% is placed with the overseas Re-insurers. Prime’s overseas lead Treaty Re-insurer is Trust Re, Bahrain and follow liners are GIC Re India. Other than the Treaty Partners, many more reputed Reinsurers such as SWISS RE, XL Group plc, Ping an Insurance, ICICI Lombard India, Hannover Re, Marsh India, Korean Re, Sart Re are also working with Prime Insurance. All the Re-insurers enjoy at least AM Best rating of “A-“.

Settlement of Claims As Prime Insurance takes proper reinsurance arrangements for all its re-insurable policies, so claim settlement cannot come as big issue to the Company. Prime Insurance with its experienced claims settlement personnel handles all the claims with due care and advising the claimants with professional support in lodging the claims to settle the claims at a minimum 7 days and maximum 30 days.

Website and IT Facilities The insured, stakeholder can get their required information among others the Citizen Charter as part of the national integrity strategy of the Government. The website also includes an E-mail ID to obtain free consultation regarding any types of insurance matters.

Growth Established in 1996 with Tk. 150 million paid-up capital which has now become Tk. 408.77 million from the internal generation of capital. The Company has also purchased from its internal resources 15,736 sft area at 9th Floor of Unique Heights, 117, Kazi Nazrul Islam Avenue, Dhaka-1000 where the Company has its Head Office and also 15,000 sft of at 4th & 5th Floor of Tropical Molla Tower at 15/1-4, Progati Saroni, Badda as investable property.

CSR Activities Prime Insurance operates its CSR activities with a diverse way creating awareness on different social issues, growing awareness on various risks, safety-security matters through arrangement of training, seminars, workshops, organizing rallies, unveiling and distributing publications (Fire Guide Book, Traffic Guide Book, Health Guide Book, Hajj & Umrah Guidebook) and also conducting free consultation services on insurance. The Company continues to extend its hands towards the underprivileged people and meritorious students providing them with fixed financial supports.

Prime’s Plant for the Future towards environment preservation is a part of its CSR. Prime Insurance gives indoor plants to encourage the respected clients towards sustainable environment also to beautify the surroundings planting trees which are now afflicted with urban amenities. Besides, the Company is also giving its corporate clients various kinds of fruit plants and shade trees for their factories so that the factory surroundings remain environment friendly; the workers can also be benefited by the fruits and pass sometime beneath the trees and inhale fresh air.

Conclusion Prime Insurance believes in transparency and ethics and accordingly doesn’t move towards unhealthy practice including credit business and premium under-cut prevailing in the industry as a result, the gross premium income is much lower than the 1st generation companies but it can earn significant amount of underwriting profit compared to other insurance companies which allowed Prime to declare 15% cash dividend to its shareholders.

91

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PHOENIX INSURANCE COMPANY LIMITED

About Phoenix Insurance Phoenix Insurance Company Limited (PICL) is one of leading General Insurance Company of Bangladesh was incorporated 27th November 1986 as a public Limited Company under the Companies Act 1913 and its operation stated on 1st December 1986 with a paid up capital of Tk.3.00 crore. Now it’s collective capital is Tk. 40.34 crore with a credit rating of AA-. The company having a network of 31 branches at all important places throughout Md. Jamirul Islam Bangladesh with the slogan of “RISING FROM ASHES”. During the last three decades, Managing Director & CEO PICL with a vision is to be an innovative, profitable; customer-oriented insurance enterprise with a national focus. Our mission to provide unparalleled insurance service, protect our policyholders’ interest and contribute to the stability of national economy.

The Company issued prospectus for floatation of public shares on July 28, 1994. The Company was listed in Dhaka Stock Exchange Ltd. (DSE) on December 4, 1994 and the next day, launched trading of shares in the DSE. Capital Phoenix Insurance Co. Ltd. increased its Authorized Capital from Tk.50.00 crore to Tk. 100.00 crore also change the face value of shares from Tk.100/- to Tk.10/- on December 9, 2010 and at present company’s paid-up capital is Tk.40.34 crore.

The sponsors hold the company’s 47% shares, the institutions including ICB and its Mutual Fund hold 30% shares while rest 23% are by the general public.

Board of Directors The Board of Directors of Phoenix Insurance comprises a good number of renowned entrepreneurs and personalities of the country. Mr. Mohammad Shoeb is leading the company as Chairman of the Board since August 2006 while Md. Jamirul Islam heading the management team as Managing Director from 2010.

Company’s Board has been constituted with 18 Directors as on 31st December 2017 Management The Management team is headed by Mr. Md. Jamirul Islam who has over 30 years of experience in the insurance industry and Mr. Md. Rafiqur Rahman is Secretary of the company having experienced in capital management & legal matters.

Phoenix Insurance is equipped enough by a group of technically qualified personnel at all level to raise its position higher in the changing environment of the insurance industry rendering more effective and transparent services to the clientele as a whole.

Business Operation At present the company operating business through its 31 branches for different parts of the country and 433 employees working in the company. All the branches have been brought under online network. Phoenix Insurance Co. Ltd. doing handsome amount of business in every year and have a sound Re-insurance facilities home and abroad. The Company can underwrite any value of property and have strong re-insurance capacity with the global re-insurance market.

Corporate Information Entity Name Address Phone Current Website Email Number of Branches Auditors

92

: : : : : : :

Phoenix Insurance Company Limited Business 1/A, Dilkusha C/A, 1st Floor, Dhaka-1000 9563609 www.phoenixinsurance.com.bd mail@phoenixinsurance.com.bd 31 (Thirty one) Malek Siddiqui Wali

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PHOENIX INSURANCE COMPANY LIMITED Credit Rating The Company has been rated AA- grade in the year 2017 by the Credit Rating Information & Services (CRISL) for its strong and high claim paying ability, good financial performance, strong IT infrastructure and experienced top management.

Company’s Philosophy Company’s philosophy is to provide the customers and clients with peace of mind. The Management dedicated to maintaining the highest standards of integrity and sound dealing relationships with all stakeholders, which include customer intermediaries, employees, shareholders and business partners. In every action, Phoenix Insurance Company Limited seeks to make a positive contribution toward community activities and is committed to perform in a social responsible manner. With technical expertise in the field of non-life insurance, Phoenix Insurance Company Ltd. offers unparalleled advice and personalized services in all spheres of general insurance: fire, marine, motor, engineering and others non-traditional business.

Vision Our vision is to be an innovative, profitable; customer-oriented insurance enterprise with a national focus.

Mission Our mission to provide unparalleled insurance service, protect our policyholders’ interest and contribute to the stability of national economy.

Corporate Objective To materialize the dreams inscribed in our vision and the targets spelt in our mission, we have set good number of objectives. These are as follows: 1.

To conduct high quality general insurance service.

2.

To create the best values for customers, shareholders and all stakeholders.

3.

To utilize stronger IT-driven initiatives in order to meet the challenges and requirements of the Company and its client.

4.

To improve administrative and organizational configuration in order to prepare the platform for the best practices of corporate governance.

5.

To meet the various insurances needs of the community that would arise in the changing social and economic environment.

6.

To offer the best and wonderful service to the customers, the management follows the consistent policy in the company.

To act the honesty and integrity of the dealings a transparent rule is maintained in the Company.

Company’s Products & Services Phoenix Insurance Company Limited which play the best role at General Insurance sector on Bangladesh and the Products & Services of the company are as follows: •

Fire Insurance

•

Marine Cargo Insurance

•

Marine Hull Insurance

•

Motor Insurance

•

Engineering Insurance

•

Earthquake Insurance

•

Overseas Mediclaim Insurance

•

Miscellaneous Insurance

•

Health Insurance

93

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF THE ACME LABORATORIES LTD.

Mizanur Rahman Sinha Managing Director

94

5th 5th ICSB National Award 2017

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF THE IBN SINA PHARMACEUTICAL INDUSTRY LTD.

Shah Abdul Hannan Chairman

Prof. Dr. AKM Sadrul Islam Managing Director

95

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF THE IBN SINA PHARMACEUTICAL INDUSTRY LTD.

96

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FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF MATIN SPINNING MILLS LIMITED

About Matin Spinning Mills Limited Matin Spinning Mills Limited (MSML), a Public Limited Company and a concern of DBL Group, is an export oriented company engaged in manufacturing and sale of M. A. Jabbar combed & carded cotton, blended, synthetic, polyester and mélange yarns. The Managing Director organization was envisaged by a group of dynamic entrepreneurs having immense contribution to development of the Textile and Garments sector of Bangladesh. The company was incorporated on September 12, 2002 as a Private Limited Company and was converted to a Public Limited Company on November 04, 2010. Over the years, the sponsors of MSML have established several other concerns in the RMG sector.

Products Matin Spinning Mills Limited offers a diverse product line to fulfill demands of the readymade garment sector and has the finest yarn spinning facility in the country. MSML has optimized the spinning processes by applying state-of-the-art technology and machineries to every phase of the production processes. Matin Spinning Mills Ltd takes immense pride in identifying its role as the pioneer of quality yarn manufacturers of Bangladesh. The company is capable of producing quality yarns of various specifications as per the requirements of different buyers at a competitive price. Due to the modern machineries, very knowledgeable management and skilled workforce, MSML has gained commendable reputation in the local spinning sector.

Vision To be the leading quality yarn manufacturer at competitive price and have a sustainable contribution to all stakeholders to strengthen the community at large.

Mission Matin Spinning Mills Limited is committed to provide the best quality products through its competent workforce, innovation, state-of-the-art technology and zero adverse impact on the environment.

Corporate Objectives At Matin Spinning Mills Ltd., the objective is to attain success and sustainability in business. MSML aims at expanding in the competitive market and in order to safeguard its interest, it must work with all stakeholders in concert. The organization is fully committed and respectful to its business, social and environmental goals and obligations. To achieve these goals, MSML realizes the need to closely work with its partners throughout the supply-chain.

Best Practices in Sustainability As a responsible corporate entity, Matin Spinning Mills Limited (MSML) is committed to reduce its carbon footprint and any adverse effect on the environment by the use of state-of-the-art technology on a continuous basis. MSML strongly believes in balancing economic prosperity and social progress with care for the planet to ensure good quality of life for all. MSML has already taken environment management to another level from initially being a mere responsibility to transforming into a competency and performance issue.

97

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF MATIN SPINNING MILLS LIMITED The foundation of MSML’s Sustainability is based on five pillars: People, Process, Product, Community, and Environment; thereby having a holistic approach towards environmental and social impacts. MSML’s sustainable action programs are diversified accordingly and some of them are discussed below: •

Bandhan Fair Price Shop: Bandhan serves people with all the essentials and commodities at factory price of the manufactures.

•

Women Health Program Initiative (WHPI): The WHPI has a long term objective to ensure good health and hygiene for all of MSML’s female workers. Currently, MSML is providing women with sanitary napkins at greatly discounted prices of only Taka 10.

•

Idea Club: MSML encourages ideas from any employee or worker, regardless of their designation. Their efforts are recognized through “Employee of the Month” and “Employee of the Year” programs.

•

Quality Control (QC) Circles: To promote employee engagement in workplace decision making, QC Circles have been set up in MSML. They study different processes and activities and research on improving those using sophisticated methods of analysis.

•

Organic Cotton and Better Cotton Initiative (BCI): Organic Cotton is imported from India to process organic yarns. BCI helps MSML in promoting its commitment to make global cotton production better for the producers, environment, and the sector.

•

Innovation in Yarn Production: Wastes from the garments cutting processes, hard waste from the winding machine and polyester staple fibers are being recycled to form new yarns.

•

Community Education and Development Program: As a part of endorsing need for quality education in Bangladesh, MSML has undertaken multiple activities to promote education in the local community of Kashimpur.

•

Mini Fire Brigade: The Mini Fire Brigade is a public-private partnership between DBL Group, the German Cooperation (GIZ) and the Bangladesh Fire Service and Civil Defence (BFSCD). The objective of this rapid response and risk reduction unit is to prevent fire in the industrial buildings around Kashimpur, Gazipur area.

•

Energy efficient machineries: MSML always procures machines which provide high efficiency, production capacity, and machine longevity. These machines also have the advantages of less power consumption and noise level than other alternatives.

•

Eneflow magnetic devices: From the Enecon Corporation, USA, the Eneflow devices are used in generators which helped reduce carbon footprints.

Spinning happiness

98

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PARAMOUNT TEXTILE LIMITED

Paramount Textile was set up in 2006 and commenced its commercial production in 2008. The registered office is located at Navana Tower (Level-7), Gulshan C/A, Dhaka-1212, Bangladesh and the industrial unit located at Gilarchala, Sreepur, Gazipur, Bangladesh. Built on an extensive area of 40 acres with BDT 2000 Million Shakhawat Hossain authorized capital & BDT 1290.47 Million, the plant has the most modern and Managing Director specialized machineries and equipments. Committed to quality and customer service, Paramount is proud of the most qualified team of engineers and competent research and development departments. Paramount manufactures a diversified range of high quality yarn & solid dyed and printed woven fabrics. With the inputs of a professionally 100% local management, it is no wonder that Paramount’s capacity has grown rapidly over the years making us one of the largest and most modern woven fabric manufacturers in Bangladesh. As recognition of our performance, Paramount Textile has been awarded the “National Export Trophy several times since its inception but in 2013-2014 the company has selected in Gold category. As recognition of performance to ensure governance within the company; the company has been awarded by various national and international organizations. Moreover, the company has rated by Alpha Credit Rating Limited (ACRL) in Long Term – “AA” & Short Term –“ST-1” up to April 11, 2019 Our vision has emerged to become one of the leading and most trusted yarn dyed fabric manufacturer attaining sustainable development through competitive pricing, innovating new ideas and designs and providing on time delivery in a systemized manner. We focus on environmentally friendly methods and promote safe working conditions for our workers. We continue to minimize production hazards for our employees and we are always looking to create equal employment opportunities. This is reflected by the expanding work force in our manufacturing facility. Our aim is to provide sustainable growth opportunities to everyone and create jobs in Bangladesh.

OUR KEY MILESTONES AT A GLANCE Awarded Environmental Clearance Certificate

:

June 17, 2008

Awarded Oeko-Tex® Standard 100 Certificate

:

November 02, 2009

Converted into Public Limited Company

:

2010

Awarded Global Organic Textile Standard (GOTS-IN) Certificate

:

2011

Awarded ISO 9001: 2008 Certificate

:

2011

Consent getting from BSEC for IPO

:

2013

Listed with Dhaka Stock Exchange Ltd.

:

2013

Listed with Chittagong Stock Exchange Ltd.

:

2013

Awarded EPB National Export Trophy for 2010-2011

:

2013

Awarded Organic 100 Content Standard Certificate

:

2014

Awarded ISO 14001: 2004 Certificate

:

2015

Awarded EPB National Export Trophy for 2011-2012

:

2016

99

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PARAMOUNT TEXTILE LIMITED Awarded EPB National Export Trophy for 2013-2014

:

2017

International Trophy for Quality from Global Trade Leaders’ Club, Paris

:

2017

Starting Printing Unit production

:

2017

Consent getting from BSEC for issuance of Non-convertible

:

2018

Awarded EPB National Export Trophy in Gold Category for 2014-2015

:

2018

LOI getting from BPDB for establishing 200 MW power plant

:

2018

“5th ICSB National Award 2018” for Corporate Governance

:

2018

Zero Coupon Bond

We are also a very strong advocate of an Eco-friendly and Green environment for ensuring sustainable development and have undertaken multifarious steps like Energy cogeneration in our Factory. To further reduce the carbon footprint, Paramount Textile has planned an afforestation program whereby trees are being planted regularly all over our factory premises. Apart from this the company is the member of Bangladesh Textiles Mills Association (BTMA) & Bangladesh Association of Publicly Listed Company.

All our relentless endeavors aimed at adding value to our employees, our customers, other stakeholders and above all to our country.

100

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF REGENT TEXTILE MILLS LIMITED

Regent Textile Mills Ltd is an export oriented textile mill for woven fabrics. As a vertically integrated company, Regent Textile Mills is involved in every stage of the production process – from yarn selection to final packed goods. Our company offers a complete process line from weaving to finishing of fabrics and world class home furnishing items.

Salman Habib

With vast resources and a stable financial position, our company is well positioned to Managing Director cater for the needs of the textile world. RMTL understands that style and trends change with time. We are constantly looking out for new trends and developments, and we are adaptable to changes in the industry in order to ensure our products continue to meet our customers’ requirements i.e. fashion, style trending etc.

We envisage our company playing an important role in the global textile industry providing supreme quality products to industries, businesses, and households. Now considering the growing market of home textile as well as demand of RMG products, we are implementing BMRE by which the production capacity of weaving, dying and printing will be increased. Besides, we will be able to add and produce more value added products to meet the demand of present fashion and style loving people.

Regent Textile Mills Limited is a concern under Habib Group. The Group was founded in the year 1947 as a trading company formed by the late Habib Ullah Meah. He was the son of late Naju Meah, a prominent businessperson of undivided India. Late Naju Meah was the first President of Assam Bengal Chamber of Commerce. After the demise of Habib Ullah Meah in 1981, his three sons Mr. Md. Yakub Ali, Mr. Mahabub Ali and Mr. Md. Yasin Ali took over the Habib Group. Over the years, the Group has invested in various business sectors of Bangladesh. In the economy of Bangladesh, the Habib Group is contributing significantly in terms of employment, payment to national exchequer and development of the country. Employing more than 20,000 people and having investments in various businesses the Habib Group has established itself as one of the largest and prominent business houses of Bangladesh. Habib Group, being a renowned group of the country is still expanding its wings and diversifying its business interests in Bangladesh. Their commitment and financial strength has given them the reputation of being one of the finest in the business industry of Bangladesh.

The business sectors where Habib Group has its exposure include – Aviation (Regent Air), Apparel, Cement, Textile, Steel, Share & Securities, Power etc.

Mr. Salman Habib, is the Managing Director of Regent Textile Mills Limited, is a promising businessman, came from a reputed business family, Graduated from United Kingdom (UK). He is also the Director of H G Aviation Ltd. (Regent Air), Regent Spinning Mills Ltd., Valiant Fashion Wear Ltd., Valiant Garments Ltd. DCL Auto Bricks Ltd., Regent Energy & Power Ltd., Continental Insurance Limited. Under his dynamic leadership, Regent Textile Mills Limited will grow up with the satisfaction of our valued customers by maintaining superior quality of the fabrics and home furnishing items.

101

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

GOLDEN HARVEST AGRO INDUSTRIES LIMITED

Golden Harvest Agro Industries Ltd. is a publicly listed company which is one of the pioneers in Frozen Food manufacturing in Bangladesh. The brand is known, both locally and abroad, for its wide range of ready to cook frozen products.

Ahmed Rajeeb Samdani Golden Harvest Agro Industries Ltd. takes pride in its food processing plant & Managing Director & CEO supply chain. For its production and supply chain facilities the company has received many certifications including ISO 22000:2005, 9001:2015 & HACCP. The food processing plant is situated in Gazipur which is equipped with state of the art machineries and is maintained by a team of industry’s best professionals. Once production is completed and quality is assured, the frozen products are distributed through an extensive network of temperature controlled transportation system.

Golden Harvest Ice Cream Limited, a subsidiary of Golden Harvest Agro Industries Limited launched its ice cream branded as BLOOP and currently has significant footprint in the ice cream industry. A Danish production manager is running the full operation with his 22 years of experience.

Golden Harvest Dairy Limited is a newly established subsidiary of the Company. To meet increased demand for fresh milk and milk products the company established the modern dairy firm with all modern facilities. Fresh milk, ghee, butter, cheese are the main products of the company. Golden Harvest Agro Industries Ltd. has also 30% stake in Golden Harvest QSR Ltd.

102

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF OLYMPIC INDUSTRIES LIMITED

About us Olympic Industries Limited was founded in June 1979 as Bengal Carbide Limited, a battery manufacturer. As we gained the trust of our consumers and witnessed changes in the battery industry, we decided to diversify into products that could be a part of our consumers’ daily lives. We saw significant opportunities in the biscuit and confectionery industries and imported our first lines in 1996. Today, we are the largest manufacturer of biscuits in Bangladesh and biscuits and confectionery products represent 95%+ of our annual revenue.

Mubarak Ali Managing Director

Over the last 30 years, Olympic has grown to be the one largest manufacturers, distributors and marketers of fast moving consumer goods in Bangladesh. What makes Olympic so popular is the quality of our products. We understand that customers have high expectations, and that their loyalty depends on it. As the market leader in the biscuits industry, we have only been able to achieve what we have by staying true to our core values and by focusing on the consumer.

Mission Statement At Olympic, we believe that being a good business means contributing to the well-being of our workers, our customers, our community, and our planet. We want to add value by making good products which nourish people, all the while creating jobs and contributing to the Bangladesh economy.

We aspire to ■

Maintain our leadership position in the biscuit industry by producing the best quality products for our consumers that are unique, innovative and delicious

■

Protect the interest of our shareholders through fiscal prudence

■

Be an employer of choice while developing future leaders for our organization and the country

■

Be stewards of social responsibility in Bangladesh through our initiatives.

We believe that quality and integrity is the recipe of our success. Now the leader in the biscuit market, we were only able to get to where we are today by staying true to our core values and by developing new quality products we believe our customers will love.

Values

QUALITY We are dedicated to making products that are healthy, safe and hygienic.

INTEGRITY We believe that the best way to succeed is by staying true to our core values.

COMMITMENT We work hard, and we work with passion.

PROFESSIONALISM We are always learning and adapting, as we are keen to follow best practices.

VISION Sustainability, innovation, and strategic planning play key roles in our business processes. The future is here, and we want to be part of it.

103

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF GEMINI SEA FOOD LIMITED

About us

Vision Mission

Values

Board of Directors Lt. Col. Kazi Shahid Ahmed (Retd) Kazi Inam Ahmed Ameenah Ahmed Kazi Nabil Ahmed Khandaker Habibuzzaman FCS Gemini’s Management A.F.M. Nazrul Islam FCS Captain Zakir Ahmed Zakir (Retd), MBA Khayer-ul-Alam Sumon Asish Kumar Saha 01. Name of the Company 02. Business of the Company 03. Date of Incorporation 04. Date of Operation 05. Brand Name 06. Product Types

104

: Gemini Sea Food Limited is quality at work.

Established in the year 1982. Gemini has supplied highest quality seafood products to customers worldwide. Quality, Delivery Security, Social Responsibility and Respect to Nature are the corner stone of Gemini’s Kazi Inam Ahmed Business, which has made Gemini the most Managing Director admired seafood processing companies in Bangladesh. : Defining standards in Innovation and Service. : It serves the need of consumers and businesses in growth segments profitable by providing: • Quality products & Services to our customers.

• A Satisfying work environment to our staff.

• Fair, respectful and consistent working relations to our Supplier and channel partners.

• Profitable and responsible growth to our shareholders.

• Integrity: Conduct all our activities and transactions with a sense of deep accountability, by being honest within and outside the Company.

• Challenges: Seek not just what we are capable of now, but acquire the capacity to achieve what we dream.

• Team spirit: Build teams what are excited to be a part of and that will push us to new heights.

• Skill and processes: Upgrade our skills and processes constantly stay on top of the competition.

• Responsibility: Respect nature, society and stakeholders as the ultimate good business practice. : : : : :

Chairperson Managing Director Director Director Independent Director

: : : :

Company Secretary Chief Financial Officer Chief Operating Officer Internal Audit In-charge

: GEMINI SEA FOOD LIMITED : Processor, packer and exporter of quality frozen raw shrimp, cooked shrimp and white fish : 16th September 1982 : 3rd August 1984 : “MEENA” & “GEMINI” a.

Head on Shell on (HOSO) b.

Headless Shell-on (HLSO) c.

Easy peel (EZP)

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF GEMINI SEA FOOD LIMITED

07. Sources of Raw Materials

:

08. Machineries and Equipments

:

09. Quality Control

:

d.

Deep cut/Grill Cut e.

Peeled and Deveined (P&D) f.

Peeled Deveined Tail on (PDTO) g.

Peeled and Undeveined (PUD) h.

Skewer i.

Raw, Cooked, Blanched, j.

IQF, Block, Semi-IQF The Company processes the farm raised shrimps received from Government FIQC approved sources only. All the shrimps are naturally cultured.

The Company is equipped with world class and best possible equipments like; a.

Plate Freezer: Gram (Denmark) b.

Cooker, Chiller, Spiral IQF Freezer, Glazer and Hardener: Carnitech (Denmark) c.

Compressors : Grasso (Netherlands), Sabroe (Denmark) d.

Generators : Cummins (USA), Caterpillar (USA) The Company possesses a very well set and Equipped laboratory with highly professionals capable of carrying out all essential tests check required to ensure best possible hygienic products conformingto the standard as per HACCP. We are green ticketed with the US FDA and EU approval. We are approved by Russian Veterinary Authority (Rosselkhoznadzor). We are also registered with the US FDA pursuant to Section 305 of the USPublic Health Security and Bio- terrorism Preparedness and Response Act of 2002 PL 107-188, as of 19 November, 2003. a. Block: 10 Tons, b. IQF: 15 Tons

By FIQC, Since 1998 KLN-14

10. Production capacity (Daily) : 11. HACCP Certified : 12. EU Approval No. : 13. US Public Health Security & Bio-Terrorism Reg. No. : 12525970880 14. BRC Global Standard for Food Safety Issue 7 Certificate No. : GBO 8/74364; BRC Site Code : 1756876.

15. IFS Food Version 6 Certificate No. : BD 17/711041040 CO ID : 14501 16. BAP(Processing Plant) Issue 4, Rev.-2 Certificate No. : IN 15/50145 Registration no. : P10103 17. BAP(Farm) Issue -2.4 Certificate No. : IN 17/50426 Registration No. : F11026 18. ASC Default Version- 4.0 Registration No. : ASC-C-01687 19. MSC Default Version- 4.0 Registration No. : MSC-C-56353 20. FSSC 22000 Version-4.1 Certificate No. : 18/711041100 21. HACCP Codex Alimentarius Certificate No. : BD 17/711041046 22. SEDEX Version 5.0.1 Company Ref. No. : ZC131543617 23. Business Social Compliance Initiative (BSCI) DB ID No. : 338985

105

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF BANGLADESH SUBMARINE CABLE COMPANY LIMITED

Background of the Company Bangladesh Submarine Cable Company Limited (BSCCL) started it’s journey and incorporated after abolition of BTTB in June 2008 with the assets namely land, buildings & equipment of Landing Station situated at Jhilongjha, Cox’sbazar associated with under sea submarine cable. ,. BSCCL also became a Shyam Sunder Sikder Mashiur Rahman member of the SEA-ME-WE-4 submarine cable consortium in Chairman Managing Director 2008. A vendor’s agreement was signed between GoB and the BSCCL on 30 June 2008 incorporating a statement showing a net worth of the company after deducting the liabilities from the assets. The balance is treated as Net Worth payable to the government in share capital.

At the beginning, the head office of the company was situated at the 7th floor of Telejogajog Bhaban at37/E Eskaton Garden Bhaban, Dhaka. Subsequently the head office of the company was shifted in 2012 to Rahman’s Regnum Center (7th Floor), 191, Tejgaon-Gulshan Link Road, Dhaka-1208. BSCCL established its own International Internet Gateway (IIG) by its own fund at the 8th floor of Rahman’s Regnum Center in 2013 after acquiring the IIG license from BTRC in 2012. BSCCL joined the SEA-ME-WE-5 submarine cable consortium in 2014. The second submarine cable of the country, the SEA-ME-WE 5 landed in Kuakata Landing Station of BSCCL in December 2017. It was officially inaugurated by the Hon’ble Prime Minister on 10 September, 2017 and BSCCL started commercial use of the cable.

Business Operation and External Environment Bangladesh Submarine Cable Company Limited (BSCCL) is a core Telecommunications service provider which provides submarine cable service (International Private Lease Circuit or IPLC) through International Submarine (fiber optic) Cable systems. The service provided by BSCCL represents the Ultra High Bandwidth through Submarine Cable between Bangladesh and the rest of the world. BSCCL presently handles two submarine cables, the SEA-ME-WE-4 & SEA-ME-WE-5 (South East Asia-Middle East-Western Europe-4&5) and represents Bangladesh in the SEA-ME-WE-4& 5 international submarine cable consortiums. BSCCL is the company who provides infrastructure to connect the country with International Information Superhighway. It is one of the fastest growing companies in Telecom sector and the company’s submarine cable network is the main telecommunications infrastructure of the country for international communications.

BSCCL is the unique provider of the Submarine Cable services in Telecommunications sector and is the major provider of international bulk bandwidth. It acquired the permit/license from the Government of Bangladesh for providing services through submarine cables. The IIG and IGW companies of the country, the main customers of BSCCL, are leasing international submarine cable capacity (IPLC) at the approved tariff rate of the company and based on the license guidelines, terms & conditions and regulations of the Regulatory Commission (BTRC). BSCCL as an ILDC operator, provides IP Transit service to different IIGs from the year 2013.

BSCCL also acquired International Internet Gateway (IIG) service license from BTRC and started the commercial operation of its IIG unit in 2013. The Company is earning handsome amount of revenue from the IP Transit services rendered to different IIG and ISP operators. BSCCL is in export business of bandwidth and has been exporting 10 Gbps Internet bandwidth to Tripura, India since February 2016.

In 2012 Bangladesh Telecommunication Regulatory Commission (BTRC) issued International Terrestrial Cable (ITC) licenses to six private operators of which four are now in commercial operation. The ITC license holders offer IPLC service of the submarine cable systems of the neighboring country (India) through International Terrestrial cables connecting the landing stations of India with Bangladesh. Hence, ITC license holders are the main competitors of BSCCL and they sometimes offer lower tariff to attract customers. To remain competitive in the market, BSCCL sometimes needs to revise its tariff of the IPLC and IP Transit services downward, which impacts the revenue of the company.

Services provided by BSCCL BSCCL is authorized to provide international submarine cable bandwidth (IPLC) and IP Transit Service to the following types of customers within the framework of the Licensing Guidelines and with the approval of the Bangladesh Telecommunication Regulatory Commission.

106

5th 5th ICSB National Award 2017

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF BANGLADESH SUBMARINE CABLE COMPANY LIMITED 1.

2.

3.

4.

5.

6.

IIG (International Internet Gateway) Companies- both IPLC and IP Transit services.

IGW (International Voice Gateway) Companies- IPLC service.

ISP (Internet Service Provider) Companies- IP Transit service.

Any other corporate users (with approval from BTRC)- IPLC service.

Cross boarder lease of IPLC and Internet bandwidth (with the approval of government).

IIG, IGW, ISP, NTTN and any other customer- Co-location services (Space, power, technical assistance etc.).

Capacity, Utilization and Commissioning of New Submarine Cable As a member of SMW-4 submarine cable consortium, Bangladesh started with 7.5 Gbps bandwidth in the year 2006 under the then BTTB. The bandwidth capacity was enhanced to 44.60 Gbps through upgrading 1 & 2 of SMW-4 system without any additional investment of Bangladesh. BSCCL was immerged from BTTB in July 2008 and the ownership of SMW-4 including the Cox’s Bazar cable landing station was transferred to BSCCL. BSCCL participated in Upgrade#3 of SEA-ME-WE-4 consortium in 2011 and achieved additional 6.8 million MIU*km capacity by investing Taka 48 crore from its own sources and the total bandwidth capacity of BSCCL in SMW-4 reached to 300 Gbps. In 2014 BSCCL joined SMW-5 submarine cable consortium. The SMW-5 submarine cable landed in Kuakata of Patuakhali district and was commissioned in Bangladesh in early 2017. According to initial designed capacity, the total capacity of SMW-5 is 24 Tbps out of which BSCCL will get 1500 Gbps from SMW-5. The designed capacity of the cable can be increased through use of advanced technology in future.

The amount of bandwidth used in the country (including export of 10Gbps IP Bandwidth to India) in June 2018 from BSCCL’s Submarine Cable is around 446.50 Gbps. The following table shows the year wise capacity and utilization of submarine cable bandwidth of BSCCL in last several years.

2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 Utilization (Gbps) 38.75 22.50 33.52 132.16 246.98 446.48 Ultimate Capacity (Gbps) 200.00 200.00 200.00 200.00 1800.00 1800.00 Vision To deliver the benefits of Internet and Communications Technology to the doorsteps of mass people by connecting the country with International Information Superhighway through high quality Submarine Cable services.

Mission • To connect Bangladesh to the global Information Superhighway.

• To provide highest quality bandwidth for Internet and Voice services at affordable price using state-of-the art technology.

• To strengthen the national ICT infrastructure further.

• To make the telecommunication and IT services easily available to the people promoted by the Policies, Acts and Regulations of the Government.

Strategic Objectives • To provide global telecommunications network services to the subscribers through easily available and effective connectivity.

• To ensure high quality international voice and data traffic transportation capable services at affordable price.

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

• To play role in achieving the “Digital Bangladesh” by the year 2021through ensuring availability of uninterrupted and well-balanced bandwidth by Submarine Cable systems.

• To earn handsome amount of revenue for the Government of Bangladesh through domestic as well as international lease of bandwidth.

Route of SEA-ME-WE-4 & 5 International Submarine Cable

107

5th 5th ICSB National Award 2017

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF GRAMEENPHONE LIMITED

About Grameenphone Grameenphone is the largest mobile telecommunication service provider in Bangladesh in terms of revenue, network coverage and subscriber base, incorporated in October 10, 1996 and launched its commercial operations in March 26, 1997. The Company listed on the Dhaka and Chittagong Stock Exchanges on November 11, 2009.

Michael Patrick Foley CEO

Grameenphone serves mobile telecommunications across the nation based on GSM standard in the 900 MHz, 1800 MHz and 2,100 MHz bands under the license awarded

by Bangladesh Telecommunication Regulatory Commission (BTRC). After 15 years of successful operation, Grameenphone has got the operating license renewed on August 7, 2012 for the next 15 years effective from November 11, 2011. On September 12, 2013, Grameenphone obtained 3G license and launched commercial service from October 2013. On February 2018 Grameenphone obtained 4G license and launched commercial service.

Since started operation in Bangladesh, Grameenphone have been focused on customer experience and being the thought leader in mobile service innovations. Grameenphone managed to cross a monumental milestone of 71 million subscriber base through its enduring commitment of offering innovative and customer centric products and services. This was also possible in connivance with our countrywide robust and reliable network built over the years. Telenor Mobile Communications AS holds 55.8% of the shares in Grameenphone, while Grameen Telecom, the other main shareholder, holds 34.2%. The remaining 10% of the shares are held by general retail and institutional investors.

Grameenphone exists to help customers get the full benefit of communication services in their daily lives. We're here to help. As the fastest operator to spread 3G services throughout the country, Grameenphone can help people change their lifestyles through innovative internet services. Now, 36 million people subscribe to grameenphone’s data services changing the way they choose to lead their lives.

Different innovative value added services like 24 hours medical call centers with licensed physicians, study and education information, electronic purchasing of train tickets and utility bills pay related services through mobile device.

With the vision of empowering societies, Grameenphone has the ability to deliver solutions which can address social, economic and environmental problems in order to close the inequality gap in the countries it operates in.

The sustainability agenda for Grameenphone is clearly defined by global directions – mitigate business risks, design digital solutions to empower society at large and anchor our agenda within the framework of SDG #10.

Within that framework Grameenphone’s commitment to the society is to partner with responsible and impactful social partners to reduce inequality and empower society within the field of expertise. Grameenphone continuously strives to reduce the carbon footprint of its operations to safeguard the environment and fight climate change.

Network Grameenphone has built strong image for its nationwide quality network covering more than 99% of the population and 95% of the total land of the country enabling EDGE/GPRS to all of its customers. It has modernized the entire network system with 3G compatibility which is highly efficient and energy saving. There are about more than 14,100 sites where 13,619 sites are 3G compatible and 4,745 sites are 4G compatible around the country.

108

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF GRAMEENPHONE LIMITED Competition Bangladesh had close to 156 million subscribers as of September 2018 (as per BTRC Publication). The other mobile operators and their market shares are: Robi (30.0%), Banglalink (21.6%) and Teletalk (2.5%). There is an intense market competition among the operators with the lowest tariff level in the world.

Employment Grameenphone has generated direct and indirect employment for a large number of people over the years.

Grameenphone has a strong team of more than 2,330 permanent employees as of September 2018. A performance driven corporate culture along with opportunities for career growth has made Grameenphone a gender balanced and preferred employer in the Bangladesh Job market. In addition, many people directly and indirectly dependent on Grameenphone for their livelihood, working for the distributors, retailers, suppliers, vendors, contractors and other business partners.

Contribution to the Government The Company has so far invested more than BDT 343 billion to build its nationwide network and infrastructure since its inception, as well as the largest tax payer in the recent years with the cumulative contribution to the National Exchequer standing at BDT 654 billion, as of third quarter of 2018.

Company Information Business Operations Telecommunications Chairman Petter Boerre Furberg Directors M Shahjahan, Md. Ashraful Hassan, Parveen Mahmud, Gunnar Johan Bertelsen, Haakon Bruaset Kjoel, Witold Sitek, Oivind Burdal, Rokia Afzal Rahman and Prof. (Dr.) Jamilur Reza Chowdhury CEO Michael Patrick Foley Management Team Yasir Azman, Karl Erik Broten, Mahmud Hosain, Rade Kovacevic, Syed Tanvir Husain, Kazi Mahboob Hassan, Andreas Frandevi and Hossain Sadat Company Secretary S M Imdadul Haque Registered Office GPHouse Bashundhara, Baridhara Dhaka-1229 Website www.grameenphone.com Statutory Auditors A. Qasem & Co. Chartered Accountants

109

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Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF SINGER BANGLADESH LIMITED

Singer has been operating in this region since 1905, when the first Singer sewing machines went on Sale at Chittagong and Dhaka shops. Today, Singer Bangladesh Ltd. is a large, diversified company with unmatched presence throughout Bangladesh. The brand SINGER is a household name and a synonym of quality, trust and reliability.

In 1983, the company was enlisted with Dhaka Stock Exchange (DSE) and in 2001, it was also enlisted with the Chittagong Stock Exchange (CSE).

M. H. M. Fairoz Managing Director

SINGER’s name has always been synonymous with the sewing machine.

SINGER, from a single product sewing machine company evolved into a multi-product consumer durable company in 1985 for further growth and expansion.

Over the years SINGER has introduced Refrigerators, LCD/LED TV, Color Televisions, Furniture, Air Conditioners, Fans, Washing Machines, Irons, Microwave Ovens, Rice Cookers, Instant Power Supply and so on.

Even now new items are being added to its existing large list of electronic appliances.

Singer is the pioneer in offering Hire Purchase Scheme (Easy Monthly Installment) to its consumers in Bangladesh. This scheme is appropriate for our socio-economic condition.

Singer Service Plus Centers are equipped with state of the art machineries and skilled manpower. With one Central Service Center in Dhaka, there are Regional Singer Service Plus Centers in big cities. In addition, Singer has 280 authorized Franchise Workshop across the country for the convenience of customers.

Singer has been a reliable household name in Bangladesh for decades. As a part of its continuous effort, Singer has also introduced Singer Furniture, ensuring the same Singer quality.

After 2006, the gradual transformation of SINGER Shops into 'Singer Mega' and 'Singer Plus' began as part of its multi-branding strategy. The main focus of the strategy was to give customers the access to choose world famous brands under the same product category under the same roof. As such SINGER Mega and SINGER Plus Shops now offer world famous brands like BEKO, Samsung, Siemens, Skyworth, Preethi, Dell, Toshiba, Prestige, Lifestraw and many more alongside with SINGER itself.

110

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF SINGER BANGLADESH LIMITED Despite having its own retail chain for Consumer Electronics and Home Appliance industry in the country, more than 700 dealers are located across the country to make Consumer Electronics & Home Appliances of SINGER and other brands available to more consumers.

Singer lives up to the expectations of a responsible retailer by contributing to the improvement in the quality of life of its customers through outstanding product and services. Customer satisfaction is at the top of Singer’s priority and it offers world’s best brands and technology to consumers.

Board of Directors Gavin J. Walker, Chairman M. H. M. Fairoz, Managing Director Stephen H. Goodman Peter James O’Donnel Gelmart M. Gellecanao Narayan Jagath Kumar Dissanayake Dr. Syed Ferhat Anwar, Independent Director A F Nesaruddin, Independent Director Mohammad Sanaullah, Company Secretary

Management Committee M. H. M. Fairoz (Chairman) Mohammad Sanaullah (Member Secretary) Akram Uddin Ahmed Mokbulla Huda Chowdhury Tennakoon Mudiyanselage Vajira Tennakoon Kazi Rafiqul Islam Md. Anisur Rahman Abu Zafor Md. Kibria Md. Monzur Murshed

111

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF BBS CABLES LIMITED

Overview of the Company BBS Cables Ltd. has been incorporated in 2009. Our corporate head office is located at Configure Bapari Tower (3rd Floor), Ga-64, Middle Badda, Dhaka. Our factory is located at Jaina Bazar, Sreepur, Gazipur, Bangladesh. BBS Cables Ltd. is the second largest electrical wires and cables manufacturer in Bangladesh. The business performance of BBS Cables Ltd. is growing and indicating up trend. The company has 15500 MT production capacity annually.

It is equipped with state of the art technology machineries to manufacture and test all types of quality Cables, Wires and Conductors in conformity with the latest version of National and International Standards e.g. International Electro-technical Commission (IEC), German Standard (VDE), British Standard (BS), Bangladesh Standard (BDS), Australian Standard (AS), Indian Standard (IS) and also meet up the specific requirements of the customer. The company has 72 Sales Center in all over the country.

It is very much promising that the cables industry of Bangladesh has become one of the leading players in our country due to the digitization of the country. BBS Cables Ltd. will also be the market leader in this sector within very short period of time.

Engr. Abu Noman Howlader Managing Director

Brief Overview Particulars Name of the Company Date of Incorporation Commercial Operation Converted into a public limited Company Authorized Capital Paid up Capital Board of Directors Registered Office Corporate Office Factory/Plant Address

Description BBS CABLES LTD. April 12, 2009 vide registration no.C-76109 April 02, 2011 January 31, 2015 Tk.3,000,000,000 divided into 300,000,000 Ordinary Shares of Tk.10 each Tk.1,380,000,000 divided into 138,000,000 Ordinary Shares of Tk.10 each 8 Directors Factory Premises, Jaina Bazar, Teleh ate, Sreepur, Gazipur, Bangladesh Configure Bapari Tower (3rd Floor), Ga-64, Middle Badda, Dhaka-1212, Bangladesh Jaina Bazar, Telehate, Sreepur, Gazipur, Bangladesh

Vision: A winning industrial leader creating superior values for business and community beyond the boundary.

Mission: We achieve our vision through honesty & integrity, business ethics, global reach, technological expertise, quality, building long term relationships with all our associates, customers,partners and employees.

Structure of the Board The Board of Directors of the Company consists of 8 (Eight) Directors. The details are: Name of the Directors Position Engr. Mohammad Badrul Hassan Chairman Engr. Abu Noman Howlader Managing Director Eng r. Mohammad Ruhul Majid Director Engr. Hasan Morshed Chowdhury Director Md. Ashraf Ali Khan Director A.S.M Ali Kabir Nominated Director Golam Mostofa Kamal Independent Director Md. Shafiqur Rahman Independent Director

112

5th

ICSB National Award 2017

5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

for Corporate Governance Excellence

PROFILE OF BBS CABLES LIMITED Major Types of Products

The Company produces various types of products, details of which have been laid down as below: Sl. No. 1 2

Product Name Aluminum Cables Silicon Cables

Sl. No. 7 8

Product Name Submersible Cables Flexible Cables

Sl. No. 13 14

Product Name Rubber Cables Welding Cables

3

Power Cables

9

Tele-communication Cables

15

Automobiles Cables

4

Railway Signaling Cables

10

Copper Cables

16

Coaxial Cables

5

Jelly-filled Cables

11

Optical Fiber Cables

17

Fire Resistance Cables

6

FRLS Cables

12

HR-FRLS Cables

Concerns of the Company

The concerns of the company are as follows: • • • •

Bangladesh Building Systems Ltd. BBS Cables Unit-2 Ltd. BBS Metallurgic Industries Ltd. Helix Wire & Cables Industries Ltd.

• • •

Xiamen Reflective Insulations Ltd. BBS Infrastructure Ltd. BBS Distributions Ltd.

Five Years Financial Performance

Particulars

2017-2018

2016-2017

2015-2016

2014-2015

2013-2014

3,516,787,664

2,586,928,680

2,268,705,465

1,870,678,476

3,478,047

8,378,277

3,910,824

2,436,020

Operation Performance

Revenue

Gross Profit

Other income/(expense)

Administrative expenses

6,588,108,937

2,225,377,138 3,456,589

(111,588,472)

1,195,482,477

(88,991,487)

889,041,719

(62,913,322)

778,434,584

(59,225,229)

Selling & Distribution Expenses

(228,082,841)

(161,996,017)

(145,878,786)

(117,082,201)

Net profit after tax

1,114,841,745

413,347,214

246,084,653

200,958,395

Financial expense

(267,435,872)

(244,712,941)

(251,832,093)

592,477,334

(62,288,539)

(90,116,611)

(269,204,822)

(231,110,508)

425,055,656

576,354,124

121,651,622

Financial Performance

Non-Current Liabilities Current liabilities

474,878,006

2,616,737,682

435,878,513

2,823,946,731

2,335,827,323

2,236,585,574

1,585,713,752

5,560,236,648

4,481,487,050

3,202,620,767

2,542,875,400

4,023,776,275

3,328,469,038

2,431,955,886

1,834,996,028

Shareholders’ Equity

3,355,253,150

2,300,411,404

Non-Current Asset

1,771,264,936

1,536,460,375

Total Asset

6,446,868,838

5,560,236,650

3,000,000,000

3,000,000,000

138,000,000

120,000,000

Total Liability & Equity Current Asset

6,446,868,838 4,675,603,902

458,595,537

1,687,064,190 1,153,018,012

540,979,537 770,664,881

380,807,524 707,879,372

4,481,487,050

3,202,620,767

2,542,875,400

3,000,000,000

3,000,000,000

3,000,000,000

100,000,000

10,000,000

1,000,000

Share Information

Authorize capital Paid up capital

No. of shares outstanding Net asset value per share

Earnings Per Share(EPS)

1,380,000,000 24.31 8.08

1,200,000,000

1,000,000,000

19.17

16.87

3.44

2.46

100,000,000 54.10

2.01

100,000,000 76.16

1.22

The company has achieved expected growth in all aspects. Volume growth achieved through a focused business strategy that was supported by our dedicated people across all business functions. The Board is committed to ensure sustainable growth in business and to deliver long-term value to its shareholders and stakeholders by implementing Good Governance in the Company.

113

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF BSRM STEEL LIMITED

The BSRM Group of Companies was established in 1950 (then known as the H. Akberali Group of Companies) by the five Africawala brothers – Late Mr. Taherali Africawala, Late Mr. Akberali Africawala, Late Mr. Abdul Hussain Africawala, Late Mr. Ghulam Hussain Africawala and Mr. Rajabali Africawala. It was first commissioned as a partnership business and since 1952, it has been expanded continuously.

The group was later divided, and the companies now included in this group are run by the families of Late Mr. Taherali and Late Mr. Akberali. The present family shareholders of the group are:

Alihussain Akberali FCA Chairman

1. Alihussain Akberali FCA 2. Zohair Taherali 3. Aameir Alihussain 4. Tehseen Zohair Taherali 5. Sabeen Aameir 6. Bilkis Alihussain The Chairman of BSRM Group, Mr. Alihussain Akberali has also been conferred a CIP (Commercially Important Person) in the Industrial sector by the Govt of the Peoples’ Republic of Bangladesh. He has been nominated CIP for 10 times. The Group Managing Director, Mr. Aameir Alihussain is also been recognized as CIP for the last two years in large scale industries category.

Two fine concerns of BSRM Group is now listed with Dhaka & Chattogram bourses as blue chip companies.

BSRM is the market leader in the construction steel sector in the country with more than 25% market share and the major supplier of its products to almost all the mega structures of the country, including Padma Bridge and allied projects, Shah Amanat Bridge, Saidabad Water Treatment Plant, Mayor Hanif Flyover, Megna-Gumoti-Kachpur Bridges, Barapukuria Coal Mine & Power project, etc. Other major ongoing projects that using the products of BSRM include, Ruppur Nuclear Power Plant, Metro Rail Project, Uttara-Motijheel Express Way Project, Ruposhi Bridge Project, etc.

BSRM is the no. 1 brand and owned Best Brand Award for 6 years. It also owned Bangladesh Business Award, ICAB National Award on Best Published Accounts, ICMAB Awards, Export Award, President’s Award as the Best Industry, SCB-FE CSR Award, JBCCI Award, D&B Corporate Award, etc.

114

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF BRITISH AMERICAN TOBACCO BANGLADESH LIMITED

Background & History The presence of British American Tobacco in this part of the world can be traced back to 1910. Beginning the journey as Imperial Tobacco 108 years ago, the Company set up its first sales depot at Armanitola in Dhaka.

Shehzad Munim Managing Director

After the partition of India in 1947, Pakistan Tobacco Company was established in 1949. The first factory in Bangladesh (the then East Pakistan) was set up in 1949 in Fauzdarhat, Chittagong. In 1965, the second factory of Pakistan Tobacco Company went into production in Mohakhali, Dhaka. It became Bangladesh Tobacco Company Limited in 1972 immediately after Bangladesh's independence. In 1998, the Company changed its name and identity to British American Tobacco Bangladesh (BAT Bangladesh or BATB) aligning the corporate identity with other operating companies in the British American Tobacco Group.

BAT Bangladesh is a part of BAT plc, world's leading tobacco group, with brands sold in 200 markets around the world. We make high quality tobacco products for the diverse preferences of consumers, spanning the business from ‘Crop to Consumer’, and we are committed to embedding the principles of corporate social responsibility through our responsible business operation.

Key Achievements and Contributions 

Highest Tax Payer - Contributed BDT 16,427 Crore in 2017;



95.50 million Saplings distributed through afforestation programme;



2,064 units of Solar Home System installed in offgrid areas;



Solar Panel System saved 77,834 Kw/Hr of Electricity;



Water Recycle Process reducing consumption of 65,000,000 litres of Water

115

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF RAK CERAMICS BANGLADESH LIMITED

RAK Ceramics (Bangladesh) Limited is the country’s largest and leading tiles and sanitary ware brand. The Company was incorporated in Bangladesh on 26 November, 1998 as a private limited company under the Companies Act, 1994 as a UAE-Bangladesh joint venture project. It started its commercial production on 12 November 2000. It has converted into public limited company on 10 June 2008 and listed in the stock exchanges of Bangladesh on 13 June 2010. The Company has anchored this position on the basis of its market leading capacities, world class manufacturing assets, high production utilization, optimized cost structures, vibrant sales and distribution network and robust customer engagement programs.

S.A.K. Ekramuzzaman Managing Director

Vision Our vision is to be the world’s leading ceramics lifestyle solutions provider.

Mission Our mission is to foster an internal culture that we are committed to our vision of becoming the world’s leading ceramics lifestyle solutions provider and we will achieve this by utilising our experience, our wide product range, our innovative approach and continuing to deliver quality. We want to build a world class organisation. We have applied our expertise in some of the most iconic and innovative projects around the world and we aim to continue to push the boundaries in new and exciting projects as we move forwards.

Production Capacity RAK Ceramics (Bangladesh) Limited presently operates with an annual standard production capacity 10.32 mn sqm of tiles and 1.45 mn pieces of sanitaryware with over 41 active designs and widest ranges.

Value Addition RAK Ceramics introduced new products across both its product and increased its branding budget in line with new launches. We deliver customized solutions to our customers to their utmost satisfaction even after post sale of products including outright replacement at no extra cost. RAK Ceramics operate the world class-leading SACMI technology that ensures high-quality, cost-effective output.

Market The current market for the Company includes construction developers, government institutions and local consumers. The Company has a strong market reputation in Bangladesh with a wide network of nationwide dealers and receives strong support from RAK Ceramics PJSC, UAE in terms of technological know how, management and marketing support.

Achievement RAK Ceramics recognized as the world’s largest ceramic tile manufacturer by the ‘Ceramic World Review” the best known and most widely circulated international magazine devoted to ceramic tile and sanitaryware production technologies. The Company also awarded as ‘Best Brand Award 2017’ in Bangladesh. Company awarded 1st position in the manufacturing sector for Best Published Annual Report in 2010, 2012, 2015 and 2016

116

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF RAK CERAMICS BANGLADESH LIMITED

by ICAB and Company has been awarded the “Gold Award” in the “ICSB National Award 2016” for Corporate Governance Excellence by ICSB. Product RAK Ceramics (Bangladesh) is engaged in the manufacture and sale of ceramic tiles, bathroom sets and sanitary ware products. The Company offers a wide range of tiles and sanitary wares in ceramic sector of Bangladesh since the year 2000. Excellent designs and patterns have been created for wall and floor tiles, borders, corners etc. Many of RAK Ceramic’s models come in modular designs which offer ample choice to customers through years. The unique ambience patterns created using ceramic tiles and also gres porcellanato tiles appeal to most discerning customers.

Contribution to National Exchequer RAK Ceramics (Bangladesh) regularly pays its direct and indirect tax obligations in time. During the year 2017, RAK Ceramics (Bangladesh) Ltd. had contributed to National Exchequer total of BDT 2,574.87 mn.

Corporate Social Responsibility RAK Ceramics (Bangladesh) actively promotes and engages in the concept of social contribution that helps strengthen communities and contribute to the enrichment of the grassroots of the society, both at the individual level and consolidated as a group. The Company is cognizant of its responsibility towards social welfare and contributed an amount of BDT 5.50 mn as CSR during the year 2017, encompassing donations to counter terrorism units and foster education, social and cultural activities of the country.

Amounts in Taka

Key operating and financial data of preceding five years Particulars

2017

2016

2015

2014

2013

Sales

7,067,872,487 5,661,411,578

5,059,300,403

5,508,642,947 5,169,225,208

Cost of sales

4,251,220,093 3,252,054,966

2,896,889,441

3,255,268,010 3,073,003,258

Gross profit

2,816,652,394 2,409,356,612

2,162,410,962

2,253,374,937 2,096,221,950

Administration expenses

445,551,419

418,502,413

886,856,902

344,100,573

344,071,654

Marketing and selling expenses

890,034,944

704,320,334

688,070,995

1,035,123,422

854,918,221

Net profit before financial expenses 1,481,066,031 1,286,533,865

587,483,065

874,150,942

897,232,075

Financial expense Other income* Net profit before taxation Income tax expenses Non-controlling interest Net profit after taxation

101,024,936

40,014,661

18,935,684

44,080,102

44,737,610

34,558,774

24,139,245

910,848,168

80,195,921

95,327,515

1,414,599,869 1,270,658,449

1,479,395,549

910,266,761

947,821,980

396,587,747

355,403,678

385,055,782

422,191,844

358,296,602

423

472

487

(74,724,435)

(92,892,932)

1,018,011,699

915,254,299

1,094,339,280

562,799,352

682,418,310

117

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PREMIER CEMENT MILLS LIMITED

Background & History Premier Cement is a cutting-edge cement manufacturing company with an ambition to establish itself as a leading player in the industry. Our corporate culture is built on the values of quality, trust and transparency.

Mohammed Amirul Haque

It started its journey as a private limited Company on the 14thof October 2001 with the Managing Director commitment of manufacturing high quality cement under the brand name “Premier Cement”. Initially the plant was installed with a production capacity of 0.6 Million Metric Tons per annum. Now we have a remarkable production capacity of 2.4 Million Metric Tons per annum.

In 2017, the company signed an agreement with FL Smidth-Denmark for installation of Vertical Roller Mill in order to increase its production capacity to 5.16 Million tons per annum.

The Company was converted into a public limited company under the Companies Act 1994 with an authorized capital of BDT 5,000 million in 2010. After going through successful operation and production for three more years, in 2013 it was listed with the Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited.

Achievement & Recognitions 1.

2.

3.

4.

5.

6.

7.

8.

ICSB Award for Corporate Governance Excellence for two (2) consecutive times Won ICMAB Award for Best Corporate Governance -2014 Best Customer Award-2015 by Munshiganj Palli Bidyut Samity ICMAB Award for Best Corporate Governance -2016 ICAB Award for Best Presented Annual Report- 2015 ISO 9001: 2008 certification National Productivity and Excellency Award -2016 Best Customer Award-2018 by Munshinganj Palli bidyut Samity

Vision, Mission and Core values Vision To work towards the development of the society through sustainable growth and excellence in performance.

Mission Statement To become a market leader in the cement industry by satisfying the customers through production excellence, competitive pricing and by adding value for the stakeholders.

Values (That We Care For)

118

•

Integrity: We take pride in being a highly ethical company that respects relationships and the dignity of the individual. We obey the existing laws and produce environmentally safe products. We are also committed to protect the environment and we adopt fair labor practices and provide equal employment opportunities. We are dedicated to the protection and preservation of our environment, animals and community.

•

Understand: We seek to understand the needs of the stakeholders & the Company to make the best (balanced) decisions.

•

Simplify: We work towards making things convenient for the people and to increase the effectiveness of our products.

•

Connect: We communicate to manage people’s expectations in the most effective manner.

•

Quality: We produce high quality products by maintaining European Standards and we use the best raw materials and provide technical excellence for our Customers.

•

Social Responsibility: We promote CSR activities to address social issues as well as to create value to the society

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF PREMIER CEMENT MILLS LIMITED Strategic Approach & Objectives •

To promote comprehensively on current areas of success

•

To build a strong brand image

•

To give more emphasis on customer satisfaction

•

To earn reasonable profit

•

To capture the target market share

Composition of the Board Name Mr. Mohammad Mustafa Haider Mr. Mohammed Amirul Haque Mr. Md. Jahangir Alam Mr. Md. Alamgir Kabir Mr. Mohammed Ershadul Hoque Mr. M. Mahfuzur Rahman Mr. Tariq Ahmed

Position Chairman Managing Director Director Director Director Independent Director Independent Director

Product & Services a.

b.

Portland Composite Cement (PPC); CEM I, Strength Class 42.5 N on the basis of Clinker Percentage Two types of CEM II are available.

I.

CEM II/A-M

II.

CEM II/B-M

Ordinary Portland Cement; Strength Class 52.5 N

Last Five Years’ Operational Performance (standalone) In BDT Mio Particulars

2017-2018

2016-2017

2015-2016

2014-2015

2013-2014

Revenue/ Turnover

10,049.86

9,280.42

8,405.99

7,133.42

6,819.17

Gross Profit

(8,570.91)

(7,757.67)

(6,583.23)

(6,033.28)

(5,650.97)

Other Income

12.83

(150.13)

(35.64)

117.21

223.78

Profit before Tax

546.52

570.92

827.51

393.69

670.61

Provision for Tax

(136.27)

(79.96

(195.44)

(19.48)

(172.35)

Profit after Tax

410.25

490.96

632.06

374.21

498.25

Total Asset

13,467.99

10,379.00

9,041.74

8,321.83

8,403.26

Net Asset Value (NAV)

4,277.24

4,077.89

3,745.10

3,147.35

3,089.49 In BDT Tk.

2017-2018

2016-2017

2015-2016

2014-2015

2013-2014

NOCFPS

Particulars

6.50

3.71

8.97

4.31

1.29

NAV Per share

40.92

38.67

35.52

29.85

29.30

Gross Profit Ratio

14.7%

16.4%

21.7%

15.4%

17.1%

Return on Asset

3.0%

4.7%

7.0%

4.5%

5.9%

Return on Equity

9.6%

12.0%

16.9%

11.9%

16.1%

Earnings Per Share (EPS)

3.89

4.66

5.99

3.55

4.73

119

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF SUMMIT POWER LIMITED

The Summit Group is the largest infrastructure conglomerate of Bangladesh, comprising of multiple business units ranging from power to shipping to communications. Summit’s power concerns including both Turbine and Reciprocating Engine Divisions currently has 1,941 MW of installed capacity.

Summit Power Limited (SPL), a subsidiary of Summit Group is the first Bangladeshi Independent Power Producer (IPP) supplying power to the national grid.

Today SPL owns and operates 15 (fifteen) power plants in different locations across the country having a total capacity of 931 MW. SPL plants are equipped with world class engines manufactured by renowned companies such as Wärtsilä – Finland, Caterpillar USA, and GE Jenbacher, Austria. As per private sector power generation policy of Bangladesh, Summit sells electricity to the Bangladesh Power Development Board (BPDB) and Bangladesh Rural Electrification Board (BREB). To maintain best practice of Integrated Management System (IMS) to run the day-to-day business operation, the Company has been certified by ISO 9001: 2015 - Quality Management System, ISO 14001: 2015 Environmental Management System and OSHAS 18001: 2007 - Occupational Health and Safety Assessment System.

This fast-growing 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. Recently, the Company has recently installed two power plants in Kodda, Gazipur: 300 MW HFO fired within nine (9) months from the date of LoI and another is 149 MW Dual Fuel (HFO/Gas) fired within 15 (fifteen) months from the date of signing of Power Purchase Agreement (PPA).

Due to its Management’s dedication, integrity and leadership, the Company has been applauded locally and internationally i.e. – Silver Award at Asian Power Awards 2018 in Indonesia, Best Private Power Generation Company in recognition of fastest implemented power plant in the country, Best Fast Track Power Project Award by Asian Power Awards, International Star for Leadership in Quality Award by Business Initiative Directions (BID), Best Presented Accounts and Corporate Governance Disclosures Awards by SAFA, ICAB National Award for Best

120

Lt. General (Retd) Abdul Wadud Managing Director

Chart: SPL is a publicly listed company since 1994 and the chart shows dividend disbursed to shareholders in past six years

Summit Gazipur II Power Ltd – a 300 MW capacity power plant was completed in record time

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF SUMMIT POWER LIMITED Published Accounts and Reports in Manufacturing Sector, ICMAB Best Corporate Award in Power Sector, ICSB National Award for Corporate Governance Excellence in General Manufacturing.

SPL supports various organizations, 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 and Siraj Khaleda Memorial Hospital in Dhaka Cantonment etc. Such activities are in favor of education, sports, underprivileged children and youth, electrification to the remote char dwellers.

SPL was incorporated in Bangladesh on March 30, 1997 as a Private Limited Company. On June 7, 2004, the Company was converted into Public Limited Company under the Companies Act 1994.

The Vision, Mission and Objectives, the Company articulates in the path of tis sustainable growth, are as under

Vision -

To provide quality & uninterrupted electricity to the vast majority of rural Bangladesh for their personal, social & economic development.

Mission –

“Empowering Bangladesh” To expand the company into a power generation capacity to the tune of about 20% of the electricity requirement of Bangladesh and maintain that level.

Objectives – • Generate and provide uninterrupted reasonably priced electricity to our customers.

• Efficient utilization of capital, machineries, materials and human resources.

• Continuous improvement of customer satisfaction and resource management.

121

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF EASTERN HOUSING LIMITED

Eastern Housing Limited (EHL) was established in 1964 by the legendry Bangali business Icon Late Jahurul Islam. EHL was incorporated in 1964 as a private limited company which is one of the large Real Estate Company in the private sector. The company is the pioneer as well as the only publicly listed company in the country in Real Estate industry. EHL is one of the earliest members of the REHAB, the central body for private sector Real Estate & Housing Companies.

Manzurul Islam Chairman

Dhiraj Malakar Managing Director

EHL started its work by successfully implementing a housing project at Pallabi, Mirpur, Dhaka. The Company’s one of the largest housing projects in Bangladesh is Jahurul Islam City (Aftabnagar) in the north-eastern part of Dhaka City containing about 15,000 housing plots measuring about 1200 acres lands. Among various land projects in Dhaka, Pallabi, Jahurul Islam City, Banasree, Mahanagar and Niketan are prominent. The Company has contributed substantially to enhance the home ownership levels of the middle and upper middle income people in the major urban areas of the country. The Company has completed about 200 apartment projects in Dhaka city. The Company is going to launch low cost housing at Uttarkhan. Approximately 250 apartments will be constructed there.

Mr. Manzurul Islam is the Chairman of the Company. He became the Chairman in 1995 and still serving as the Chairman of the Board. Mr. Islam is also the Chairman of Islam Group. The Group comprises of multi-dimensional business ventures like Eastern Housing Limited, Aftab Bahumukhi Firms Limited, Aftab Feed Products Limited, Aftab GP Firms Limited, Navana Pharmaceutical Limited, Bengal Development Corporation Limited, Islam Brothers Properties Limited, River View Limited and Jahurul Islam Medical College & Hospital.

Mr. Dhiraj Malakar is the Managing Director of the Company. Mr. Malakar, former Secretary, Ministry of Food and Disaster Management, served 35 years in the public sector in different capacities. He is well versatile in Land Management and Land Regulatory subjects through his employment in the Land Regulatory Department of the Government of the People’s Republic of Bangladesh.

Board of Directors

Key Milestones

Chairman Manzurul Islam

1964

Formation of the Company launched its first housing project at Pallabi, Dhaka.

Directors Suraiya Begum Md. Abdul Wadud Md. Mostafizur Rahman Md. Habibur Rahman

1981

Launched its first apartment project at Siddheswari.

1986

Built the Country’s first high-rise apartment (20 storied) at Eskaton, Dhaka.

Built Easter Plaza –the Country’s first air-conditioned multistoried shopping mall.

Independent Directors Zia U. Ahmed, Ph.D Zahiduzzaman Faruque

1994

Listed with Dhaka Stock Exchange.

Managing Director Dhiraj Malakar

1996

Listed with Chittagong Stock Exchange.

2012

A beginning. Rebranding of corporate logo.

2014

Jahurul Islam City- Country’s one of the biggest Real Estate project got approval from RAJUK.

2017

REHAB awarded Gold Medal to the Founder of the Company Late Jahurul Islam for his outstanding contribution in the development of Real Estate & Housing Sector in Bangladesh.

Company Secretary Salim Ahmed FCS Chief Financial Officer Md. Asadul Islam FCA, FCS Head of Internal Audit & Compliance Md. Moniruzzaman

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1988

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF UNIQUE HOTEL & RESORTS LIMITED

Registered Office: The Westin Dhaka, Plot No 1, CWN (B), Road No. 45, Gulshan -2, Dhaka-1212, Bangladesh.

Corporate Office: Unique Oval, 45, Kemal Ataturk Avenue, Banani, Dhaka-1213. Telephone: (880 2) 9885116-23, 9854893 Fax: (880 2) 9854894, Email:info@uhrlbd.com, Web: www.uhrlbd.com

Salina Ali Chairperson

Mohammed Noor Ali Managing Director

Unique Hotel & Resorts Limited was established on November 28, 2000 and 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.

Unique Hotel & Resorts Limited is the leading Hotel & Hospitality Management Company which is the owner of “The Westin Dhaka” and the pioneer of Five Star hotel in the private sector of Bangladesh. It started its commercial operation from 1st July 2007. The business activities connected with the hotel business are carried out through a Management Contract executed on 17th December 1999 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. now Marriott International. The Operator is knowledgeable and experienced in managing and promoting five star hotels and resorts and has (and/or its Affiliates have) been performing such services throughout the globe since long. This year Unique Hotel & Resorts Limited started the operation of “HANSA Residence” A premium residence ( 4 Star Standard) at Uttara with 76 numbers of keys with two world class restaurant, roof top swimming pool, work out and many more facilities.

Vision As the Pioneer in providing the real hospitability services in Bangladesh, UHRL shall strive to remain best-in-class not only in the country but also in this region by ensuring the most efficient services.

Mission To thoroughly understand the needs of patrons and associates, to consistently surpass their expectations by delivering personal and intuitive services to them along with surpassing world class customer service to our clients.

Core Values “SPIRIT” which means - S-Synergy, P-Preparedness, I-Innovative Mind, R-Rating Customers First, I-Improving Continuously, T-Teamwork.

Credit Rating Report : Credit Rating Information and Services Ltd. (CRISL) has reaffirmed "AA+" (Pronounced as double A plus) in the Long Term and “ST-1” rating in the Short Term to Unique Hotel & Resorts Ltd. (UHRL) based on the financials and other relevant qualitative and quantitative information up to the date of rating. CRISL also placed the entity with ‘Stable’ Outlook with an expectation of no extreme changes in economic or company situation within the rating validity period.

Unique Hotel & Resorts Ltd., a Public Limited Company, was listed with Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited on 14 June 2012 and 5 June 2012 respectively. Authorized Share Capital of

123

5th 5th ICSB National Award 2017

FOR CORPORATE GOVERNANCE EXCELLENCE

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden, Grand Ballroom Airport Road, Dhaka Cantonment, Dhaka 1206

ICSB National Award 2017

for Corporate Governance Excellence

PROFILE OF UNIQUE HOTEL & RESORTS LIMITED the Company is BDT10,000 million & Paid up Share Capital is BDT2,944 million. UHRL is maintaining the consistent dividend payment policy and its share is also included in the DSE30 and CSE30 Index.

Awards & Recognitions Unique Hotel & Resorts Limited have been recognized by different national and international credible organizations and professional bodies for its accountability, transparency, good governance and fair disclosure to the stakeholders. UHRL received the “Certificate of Merit” award in 2014 & “First Prize” in 2017 in the Service Sector category from ICAB for Best Presented Annual Report 2013 and 2016-17 respectively and it won the “First Prize” of SAFA AWARD 2013 & SAFA AWARD 2017 for Best Presented Annual Report and SAARC Anniversary Awards for Corporate Governance disclosures 2013 and 2017 in the Service Sector. It was awarded with “Silver Award” of ‘ICSB Corporate Governance Excellence Award 2015’ for Best Corporate Governance Practice in the IT, Telecom and Services Sector category. The Westin Dhaka won the prestigious World Luxury Award 2018 consecutively for the seven time in the category of Luxury Business Hotel. It also won the World SPA award in 2017 and 2018.

The ongoing projects of the Company are Sheraton Dhaka Banani Hotel, Hyatt Place, Westin Serviced Apartment, St. Regis Hotel & Service Apartment (7 Star Hotel) in gulshan 2 and 600 MW combined cycle dual fuel power project at Meghnaghat, Narayangong. The soft opening of the Sheraton Dhaka Banani Hotel will be in the second half of 2019. Other proposed important projects are World Trade Center Dhaka and Sonargaon Economic Zone Ltd. (SEZL).

The Westin Dhaka

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HANSA Residence