ICSB Journal- The Role of Chartered Secretary Profession

Volume : XIX

Issue : 3

THE ROLE OF

CHARTERED SECRETARY PROFESSION IN THE ECONOMIC DEVELOPMENT OF THE COUNTRY

July - September 2017

Institute of Chartered Secretaries of Bangladesh (ICSB)

THE COUNCIL 2016-2019

EDITORIAL BOARD

Subscription Rate

Institute of Chartered Secretaries of Bangladesh (ICSB) 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 / Company Secretaries in Bangladesh.

The affairs of the Institute of Chartered Secretaries of Bangladesh (ICSB) are managed by a Council consisting of thirteen elected members and five nominees of the Government.

The major contribution of a Chartered Secretary is in the corporate sector.

Chartered Secretary is a requisite qualification to become a Company Secretary. Company Secretary is an important professional, aiding the efficient management of the corporate sector. Company Secretary is a Statutory Officer under the Companies Act 1994. According to Bangladesh Securities and Exchange Commission (BSEC) all the listed companies should have a Company Secretary. Company Secretary is the compliance officer of the company, who has to interact, coordinate, integrate and cooperate with various other functional heads in a company.

Mohammad Sanaullah FCS Mohammad Bul Hassan FCS Md. Selim Reza FCS Nazmul Karim FCS Mohammad Asad Ullah 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 Munshi Shafiul Haque, Additional Secretary (IIT), GoB Md. Ekhlasur Rahman, Additional Secretary, GoB Nasreen Begum, Additional Secretary, GoB Prof. Md. Helal Uddin Nizami, Commissioner, BSEC Md. Mosharraf Hossain, Registrar, RJSC, GoB Editor Prof. Dr. Feroz I. Faruque FCS Members Itrat Husain FCS Bazlur Rahman Sikder FCS Kazi Ashiqur Rahman FCS Subash Chandra Moulick FCS Mohammad Shahajahan FCS Md. Shiful Islam ACS For Students : per copy Tk. 100; per year Tk. 350 Others : per copy Tk. 150; per year Tk. 560

Design & Print

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President Senior Vice President Vice President Treasurer Councilor Councilor Councilor Councilor Councilor Councilor Councilor Councilor Councilor Councilor Councilor Councilor Councilor Councilor

In this issue

Editorial

3

Message from the President

4

The Council 2016-2019

7

Institute News

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ARTICLES

Published by Institute of Chartered Secretaries of Bangladesh (ICSB)

(Established under Chartered Secretaries Act 2010 (Act No. 25 of 2010)

The views and opinions expressed in the articles published in this Journal are those of the writers only.

Administrative Ministry Ministry of Commerce Government of the People’s Republic of Bangladesh Institute Office Padma Life Tower (8th Floor) 115 Kazi Nazrul Islam Avenue Bangla Motor, GPO Box No. 3100 Dhaka-1000, Bangladesh Phone : +88 02 933 9957, 933 4878, 933 6972, 831 5338 +88 02 4934 9578, 933 6901 (Extn.-101-108) Fax : +88 02 933 9957 Mobile : 01708 030804 E-mail : secretary@icsb.edu.bd, icsb@icsb.edu.bd Web : www.icsb.edu.bd Campus Padma Life Tower (7th Floor) 115 Kazi Nazrul Islam Avenue Bangla Motor, GPO Box No. 3100 Dhaka-1000, Bangladesh

Confirmation of Minutes of the Immediate Past Meeting - N. G Chakraborty FCS

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Role of Chartered Secretaries in National Vis-Ă -vis Global Economy - Prof Dr Feroz I. Faruque FCS

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Role of the Profession of Chartered Secretary in National Economy - Md. Rafiqul Islam FCS

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The Role of Company Secretary to enhance Corporate Governance and Economic Development in Bangladesh - Mohammad Shahajahan FCS

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Chartered Secretary: A Profession Plays Pivotal Role to the Nation - Bipul Kumar Bhowmik FCS

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Role of Chartered Secretaries in National Economy - Subash Chandra Moulick FCS

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Chartered Secretaries for National Competitiveness: Analysis of Pillar 1 - Md. Shiful Islam ACS

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The Role of Chartered Secretaries in the Socio-Economy of Bangladesh - Dr. Md. Rashedul Azim ACS

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Contributory roles of Chartered Secretaries in Corporate world and National Economy - Babul Meah ACS

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Notification

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Editorial

this issue...

PB!

TO

OB!!

TO

P

ersonal Branding (PB) to Organization Branding (OB) to National Branding (NB) to Global Branding (GB). All these branding stages are closely related to each other and influence each other in certain degree. Building a brand (goodwill) is not just around the corner automatically and a windfall, rather it is a matter of constant, consistent, relentless long practices.

Branding is a matter of sustainability.

Employers and employees have to be together for brand creation and sustainability. A job in a reputed organization speaks of an employee’s quality, background etc. by itself, it is equally speaks about the organization too, then national to global. There are globally reputed individuals, nationally reputed individuals, organizationally reputed individuals even family wise reputed individuals. Same parents may not depend on all their children equally, may not trust equally, organization may not depend/trust equally on all employees, nation may not depend equally on its all citizens so to say globally.

Selection of a genuine employee is not an easy task as the organization’s sustainability depends on the pool of good employees it has in its payroll. We have experienced hundreds of family crisis to global crisis for wrong doing of individual crooks, group of crooks. Cyber fraud a high tech fraud, also all by human crooks. An empty stable is better than a rogue horse. In German selection process especially for intelligence service needs thorough screening of past three generations of a candidate, before an employment is offered to someone. To get a pure breed it needs minimum three generations provided there was no infiltration in between. SDG is a matter for personal, Organizational, national and global. Selection of a wrong person for organization will certainly make sufferings

July - September 2017

NB!!!

TO

GB!!!!

for the organization in the short to long run. A wrong person is just worst than a rotten apple, if you keep a rotten apple in a basketful of good apples in a couple of days all the apples in the basket will get rotten. Organizational goodwill is derived from characteristics specific to a particular business, regardless of who owns or operates it.

Creating superior performance, one needs- Attention to outcomes, Focus on stakeholders, reversing a weak culture of outcome. Wisdom comes with age; capitalize on experience, Get the board on board. The prophet also mentioned some characteristics for those who were to undertake a position such as : Having an excellent personality, having competence ingenuity, having a part in servicing religion, having the required and desired proficiency compatible to the position. You must remember not to select for very important posts and not to trust them completely simply because you have found them honest, diligent, trustworthy, intelligent and have formed a good opinion about them because there are some people who, when it suits them, pretend honesty, diligence and fidelity and can put on the garb of piety and virtue and thus find their ways in the hearts of the superiors, though actually they are neither honest nor diligent nor wise nor sagacious.

Prof. Dr. Feroz I. Faruque FCS Editor

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Message from the President Looking Back & Moving Forward

D

ear Professional Colleagues,

At the very outset, I would like to express my profound gratitude and congratulations to all the Members who contributed for the continuous growth of the Institute. To emphasize the importance of looking back and learning from the past Georg Wilhelm Friedrich Hegel commented that “We learn from history that we do not learn from history.” He exclusively prioritized the lessons we learned from our deeds and mistakes, so that we may make our future with less number of flaws and brighten than before.

ICSB was formed as ICSMB in 1997 by the combined effort of 13 Founding Members in a modest way. Since then, we faced many difficulties and obstruction. Despite these, we kept moving. I would like to show my respect gratitude for that incomparable generosity and foresight of those harbingers of our profession who have worked hard.

By the grace of Almighty Allah, I was lucky enough to be a part of those noble hearts. Now, I feel a bit satisfied, as we had been able to recognize their unparalleled contribution to establish this Institute, with a token of our gratefulness with a gold Medal. I am thankful to the 20th Years Celebration Committee as well as the Members of the Council for taking initiatives to honour them. After the 20th Anniversary Celebration, now I can confidently declare that, yes, we are in the right path. We are still adhering to our agenda and need to go to newer heights.

You are aware that the Government has taken an initiative for a new Companies Act. With this in mind ICSB organized a workshop on the Reforms of Companies Act 1994 at the Bangabhandhu Convention Centre (BCC).

Being one of the major partners of Government in this area, we believe that we have a lot to share with our Government for drafting of New companies Act. Hon’ble Commerce Secretary Mr. Shubhashish Bose was present at the workshop as Session Chairman. He shared his experiences on this issue and he also took notes of our points and expressed his desire to see our recommendations in the final Act. In addition, the Hon’ble Commerce Secretary invited us at his office for detailed proposal on the new Companies Act. I along with my colleagues attended the meeting and advocated strongly in line of the Chartered Secretaries Act 2010 to ensure transparent and effective corporate management. A comprehensive proposal was raised and thoroughly discussed with the authority in presence of the Secretary, Ministry of Commerce for incorporating in the new Companies Act. I believe as responsive professionals, it is our duty to upgrade our knowledge,

July - September 2017

skills, outlook and overall performance in line with the world’s best practices. I must thank to Company Law sub Committee members for their hard work in providing input to make the proposal successful.

I would like to thank all the members who attended at the AGM and took part in the discussions and provided effective suggestions for the development of the Institute.

I am delighted to inform you that during the 3rd quarter 13 qualified Chartered Secretaries have been granted membership as Associates and 5 Associate Members were elevated to Fellow members. Congratulations to all the new members, I wish you a glorious career and expect that you will contribute a lot towards the development of the Institute.

You will be happy to know that the Council is going to organize 4th National Award for Corporate Governance Excellence on November 30, 2017. It is one of the big events of the Institute. The Leaders from most of the Listed Companies will participate in this programme. I am expecting your full support and cooperation in this regard to make the program successful.

At the end, I believe, it is high time to look forward and taking lessons from our glorious past to decorate our future.

May Allah help us to make the Institute a world class professional Institute in the country.

Kindest Regards,

Mohammad Sanaullah FCS PRESIDENT

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The Council 2016-2019

Md. Ekhlasur Rahman Additional Secretary, GoB

July - September 2017

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Institute News July - September 2017

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The 3rd quarter (July – September) of the year 2017 was eventful for the Institute.

INTERNAL MEETINGS Council Meeting During the 3rd quarter, the Council met on July 4 & September 9, 2017 in which the following major decisions were taken: • Approved Council Report of the Institute for the year ended December 31, 2016 • Approve the Draft Audited Financial Statement of the Institute for the year ended December 31, 2016 • Approved ICSB employee service Rules in line with the Government’s model Service Rules • Resolved to reduce the Private Practice Renewal fees • Approved the membership of 13 (thirteen) new Members and elevation of 5 (five) Associate Members • Approved January –June 2017 session examination result • Approved the budget & programme schedule of the 20th Anniversary Celebration

• Membership & Registration Committee Meeting held on September 18, 2017

• Chittagong Regional Chapter Sub Committee met on August 13, 2017

• Education Committee Meeting held on July 29, 2017

• Professional Development Sub Committee met on July 6, July 26, August 1, August 3, August 17, September 20 & September 27, 2017

• Examination Committee Meeting held on July 15 & August 7, 2017 • Audit Committee Meeting held on July 5, 2017 • Corporate Governance Award Committee Meeting held on August 16, 2017 Meetings of Sub Committees The following Sub-Committees Meetings were also held during the 3rd quarter, 2017: • CS Regulations Sub Committee met on August 29, 2017 • Journal & Publication Sub Committee met on July 28 & August 26, 2017 • Secretarial Practice Sub Committee met on August 9, 2017 • Company Law Review Sub Committee met on July 29, August 9, August 26 & August 28, 2017

• Seminar and Conference Sub Committee met on August 1, 2017 • Corporate Law Review Sub Committee met on July 2, 2017 • Members’ Welfare and Recreation Sub Committee met on August 26, September 20, 2017 • Information Technology Sub Committee met on May 20, 2017

EXTERNAL MEETINGS ICSB Delegates Attended a Meeting at the Ministry of Commerce and presented proposals on the Draft New Companies Act-2016 Delegates of ICSB led by its President, Mohammad Sanaullah FCS attended a discussion meeting on Draft New Companies Act 2016 on August 18, 2017 at the

• Approved the date and venue of the AGM Meetings of the Standing Committees The following Standing Committees Meetings were held during the 3rd quarter: • The Executive Committee Meeting held on July 4 & September 17, 2017

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The delegates of ICSB at the Meeting for the New Company Law

July - September 2017

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Conference Room of the Ministry of Commerce. Shubhashish Bose, Hon’ble Secretary, Ministry of Commerce, Govt. of the People’s Republic of Bangladesh presided over the Meeting. Prior to this meeting the Ministry of Commerce sent the New Draft Companies Act-2016 to ICSB for their observations and suggestions. The ICSB delegates presented their written opinion on the New Draft Companies Act-2016 for consideration.

Honorable Commerce Secretary assured the delegates that their opinions will be considered.

MEETINGS INTERNAL Post Flood Relief Activities of ICSB Institute of Chartered Secretaries of Bangladesh (ICSB) undertook relief operations at village Khidrochapri, Bilmohisha and Jangalia Char areas of Sirajganj district which were severely affected by the recent devastating flood. They distributed corrugated tin, rice and cash among around 100 affected families as a part of the Post Flood Rehabilitation Programme of ICSB. Earlier to this a ‘Flood Relief Fund’ was formed where the Members of the Institute donated generously.

Md. Selim Reza FCS, Vice President, Salim Ahmed FCS, Council Member, Mohammad Obaydur Rahman FCS, Fellow Member, Md. Shahidul Islam FCS, Fellow Member, Nayamul Hoque ACS, Associate Member, Md. Selim Parvez ACS and Md. Sazed Saberin, Library Officer of the Institute took part at the relief distribution activities.

Members of ICSB Distributing the Flood Relief at Bilmohisha of Sirajganj

Workshop on Reforms of Companies Act-1994 ICSB organized a workshop on Reforms of Companies Act-1994 on July 22, 2017 at Bangabandhu International Conference Center (BICC), Sher-e-Bangla Nagar, Dhaka. Mr. Shubhashish Bose, Hon’ble Secretary, Ministry of Commerce, Govt. of the People’s Republic of Bangladesh chaired the session, Mohammad Sanaullah FCS, President of ICSB presented the keynote paper. The official discussants of the keynote paper were AKA Muqtadir FCS, N.G. Chakraborty FCS, Mohammad Asad Ullah FCS, M. Naseemul Hye FCS, and S. Abdur Rashid FCS. The paper presenter recommended to incorporate the following points in the new Company Law:

1. Formation of new company within shorter period/twenty four hours; 2. Mandatory provision for appointing a Company Secretary in a Company having capital more than taka five crores; 3. Provision should be made for Secretarial Audit to ensure compliance by the companies to the regulatory directives and governance issues; 4. Government Companies should be treated at par with other companies and be subject to a similar compliance standards; 5. Regular filing should be made easy efficient and cost effective.

Non-filing of documents or incorrect disclosures should be dealt with seriously. Delays in

Workshop on Reforms of Companies Act-1994 in Progress

July - September 2017

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for adequate newer amendments in the Companies Act making it time befitting and corresponding to the Chartered Secretaries Act, 2010.

Appropriate provision has to be there for mandatory appointment of Chartered Secretaries in public companies and the companies having paid up capital more than taka five crores.

The President of ICSB Handing Over a Crest to the Session Chairman

By the participation of official discussants and representatives of various corporate houses the session was very lively.

20th Anniversary Celebration of ICSB

Members Present at the Workshop

filing should be penalized through non-discretionary late fee relatable to the period of default.

There should be a system of random scrutiny of filings of corporate to be carried out by the registration authorities.

6. A Company Law Tribunal should be established consisting of 4 (Four) members for relieving High Court’s burden.

9. The Companies Act should, as far as possible, allow the maximum flexibility to use future technology.

The Session Chairman Mr. Shubhashish Bose in his speech said that the Reforms of Companies Act is very emerging. He also stressed

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

7. Aligning Central Depository System with traditional system and covering various reports and returns for RJSCF. 8. Reforms of Companies Act will be the most extensive reform to react to future development.

The Founders of ICSB Being Honoured

10

July - September 2017

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CPD Seminar of ICSB on ‘National Budget 2017-18 and Finance Act, 2017’ ICSB organized a CPD Seminar on ‘National Budget 2017-18 and Finance Act, 2017’ on August 5, 2017 at Hotel Purbani International, Dhaka.

Chief Guest, Mr. Tofail Ahmed MP Minister for Commerce, GoB Delivering His Speech

The President of ICSB Handing Over a Crest to Honorable Chief Guest

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- Mr. 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. Sarduzzaman FCS, Itrat Husain FCS, Late Anwarul Afzal FCS July - September 2017

(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 qualified 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.

Mr. M A Mannan, MP, Hon’ble State Minister of Finance and Planning, Govt. of Bangladesh graced the occasion as the Chief Guest while Barrister Jahangir Hossain, Member (VAT Policy) and Mr. Parvez Iqbal, Member (TAX Policy), NBR graced the occasion as Special Guests. The Keynote Paper was presented by Mr. Sadhan Chandra Das FCA, FCS, Partner, Sadhan Das & Co. Chartered Accountants. Mr. Mohammad Asad Ullah FCS, Chairman, Professional Development Sub- Committee, Immediate Past President and Council Member of ICSB presided over CPD Seminar, delivered the address of welcome and summed up the session.

Mohammad Sanaullah FCS, President of ICSB in his speech mentioned that since, the Members of ICSB are professionally fit to practice as ITPs, the National Board of Revenue (NBR) should make necessary amendments to the Section 174(2) (e) of Income Tax Ordinance, 1984 and Rule 37 of Income Tax Rules, 1984. He also mentioned that the Members of ICSB are professionally fit to practice as Mushak (VAT) Agents and necessary amendments should also be made to the Value Added Tax and Supplementary Duty Rules, 2016 so that the Chartered Secretary professionals could make significant contribution to the national economy.

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A large number of Professionals, Qualified Chartered Secretaries and Corporate Executives from the leading corporate houses of Bangladesh will also attend the programme.

7th Annual General Meeting of ICSB Held

The CPD Seminar in Progress

Members Present at the CPD Seminar

Mr. Mohammad Asad Ullah FCS, Chairman, Professional Development Sub- Committee, Immediate Past President and Council Member of ICSB said that he would sincerely expect that the Hon’ble State Minister of Finance and Planning and Members of NBR will take necessary positive steps to include our members and profession as ITP in the Income Tax Ordinance and VAT law by issuing necessary SRO(s).

The Chief Guest Mr. M A Mannan appreciated the profession of Chartered Secretaries who are working to ensure good governance in corporate sector and assured that he will take all out measures to include the profession of Chartered Secretary as Income Tax Practitioner (ITP) who can provide services to their clients professionally.

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Special Guest Barrister Jahangir Hossain Member VAT Policy also assured to look into the issue positively.

Mr. Parvez Iqbal Member Tax Policy, NBR assured to take all out efforts to include the profession of Chartered Secretary as Income Tax Practitioner (ITP).

The 7th Annual General Meeting of the Institute of Chartered Secretaries of Bangladesh (ICSB) was held on Saturday, August 19, 2017 at BIAM Auditorium, Dhaka.

Mr. Mohammad Sanaullah FCS, President of the Institute presided over the Meeting and tabled the Council Report of the Institute. Mr. Nazmul Karim FCS, Treasurer of the Institute placed the Audited Accounts of the Institute for the year ended December 31, 2016. The Members approved the Council Report and Audited Accounts of the Institute.

The President in his speech highlighted the major activities and achievements of the Institute. He expressed his gratitude towards the Hon’ble Minister for Commerce, Mr. Tofail Ahmed MP and Hon’able Commerce Secretary, Mr. Shubhashish Bose for their continuous support and directions as the administrative guardians of

From the Right to left: Nazmul Karim FCS, Treasurer Mohammad Sanaullah FCS, President, Mohammad Bul Hassan FCS Senior Vice President, Md. Selim Reza FCS, Vice Presiden and Kazi Mafizur Rahaman, Secretary in Charge of the Institute

July - September 2017

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choosing their career path. He also added that the career opportunity for them should be their inspiring force and in the approach of their professionalism CPD is must. He further directed them to be involved with the public limited companies or public company for a better career opportunity.

Members participants at the 7th AGM

ICSB. He also urged upon the Members to participate actively in all development activities of the Institute.

Senior Vice President, Mohammad Bul Hassan FCS and Vice President Md. Selim Reza FCS and Secretary in Charge of the Institute, Kazi Mafizur Rahaman were also present at the meeting.

A large number of members present in the meeting and highly appreciated the activities of the Institute, and congratulated the Council for working successfully.

They also put their valuable suggestions towards the development of the Institute.

his speech, stressed on the importance of ethical standard to be a true professional. He advised them to seek guidance from the Council and Senior Fellow Members of the institute in the way of

Md. Azizur Rahman FCS in his speech congratulated the QCS and discussed the significance of Company Secretaries to establish Corporate Governance and Corporate Expectation from the New Generation of management personnel.

Newly Qualified Chartered Secretaries (QCS) of the Institute attended the programme.

The President of ICSB addressing the Newly QCS

Meeting with the Newly Qualified Chartered Secretaries (QCS) Mohammad Sanaullah FCS, President along with Md. Azizur Rahman FCS, Council Member of the Institute met the newly Qualified Chartered Secretaries (QCS) of the Institute on July 16, 2017. The President of ICSB Congratulated the QCS and advised them to be more sincere in every steps of life. He, in July - September 2017

The Newly Qualified Members Present at the Meeting

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Roll Nos. of the successful candidates are as follows: C.S. Executive Level-I Roll N0.:002, 006, 007, 022, 024, 026, 028, 030, 032, 034, 035, 036, 040, 044, 045, 047, 048, 050, 051, 054, 065, 066, 068, 074,076, 082, 084, 087, 091, 096, 101, 103, 105, 106, 107, 108, 111, 114, 116, 117, 118, 127 and 128 The President of the Institute Inaugurating the Training Programme

Professional Training Programme on ‘Internal Audit and Control Environment’ A 4 Day Long Professional Training Programme on ‘Internal Audit and Control Environment’’ from September 17 to September 21, 2017 was arranged at the training room of the Institute. A good number of participants from different professional organizations participated the training programme. Mohammad Sanaullah FCS, President of ICSB inaugurated the programme. The President of ICSB in his inaugural speech said that the internal audit brings a systematic and disciplined approach to evaluating and improving the effectiveness of risk management, control and

governance processes. Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve an organization's operations. “I hope, you will be benefitted with the experience of this training programme in your professional life.” He concluded.

RESULT OF THE CHARTERED SECRETARY EXAMINATION The Council of the Institute of Chartered Secretaries of Bangladesh (ICSB) has announced the results of the Chartered Secretary examination held in July 2017. The decision has been taken during the Council Meeting held on 9 September 2017.

Total: 43 (Forty three) C.S. Executive Level - ll: Roll N0.: 126, 127, 128, 129, 131, 133, 136, 137, 138, 145, 152, 154, 156, 161, 162, 163, 164, 165, 166, 170, 179, 180, 181, 182, 183, 185, 186, 187, 188, 189, 190, 191, 192, 196, 197, 198, 202, 203, 205, 206, 211, 214 and 217.

Total: 43 (Forty three).

C.S. Executive Level-III: Roll N0.: 222, 223, 224, 227, 228, 232, 233, 237, 239, 244, 249, 250, 251, 252, 256, 262, 265, 272, 276, 288, 289, 290, 294 and 305.

Total: 24 (Twenty Four) C.S. Professional Level-I: Roll N0.: 001, 002, 006, 008, 009, 013, 014, 026, 033, 038,039, 042, 043, 045, 046, 047, 050, 052, 053, 054, 055, 060, 061 and 063 Total: 24 (Twenty Four)

Participants at the Training Program

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July - September 2017

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C.S. Professional Level-II (Qualified Chartered Secretary) Roll Number and Name: Sl. Roll No. Name of the Successful Candidate 01

P-067

Mohammad Salah Uddin

02 P-068

Mohammad Ariful Islam

03 P-070

Md. Mizanur Rahman

04 P-074

lftekharul Islam

05 P-077

Md. Kamrul Hasan Chowdhury

06 P-078

Md. Mahbub Mofazzal

07 P-080

Muhammad Ruhul Amin

08 P-083

Md. Abdul Majid

09 P-085

Md. Shohel Amin

10

P-086

Anisuzzaman Sarker

11

P-087

Md. Noor-ul-Alam

12

P-088

Sukomal Chakraborty

13

P-089

Md. Rajibul Arefin

14

P-092

Benoy Paul

15

P-093

Mohammad Jasim Uddin

16

P-094

Md. Saidul Haque

17

P-097

Mohammad Zaman

18

P-098

Mohammad Nurul Alam

19

P-099

Md. Shamim Hossain

20 P-100

Lingkon Mondal

21

Sohel Ahmed

P-101

22 P-106

Md. Alauddin Shibly

23 P-109

Md. Sazzad Hossain Talukder

24 P-110

Mohammad Salah Uddin

25 P-111

Shaikh Farid

26 P-112

Sajal Kumar Bala

27 P-113

Md. Sahinur Kabir

28 P-114

Md. Anwar Hossain

NEWLY ELEVATED FELLOW MEMBERS The Council has elevated 5 Associate Members to Fellow Members The newly elevated Fellow Members are:

F-0183 Jayanta Kumar Podder FCMA, FCS

CEO & Principal PODDER & ASSOCIATES Professional Accountant & Business Advisor

F-0184 Md. Shahidul Islam FCS Manager-Corporate Affairs Islam Group

F-0185 Mohammed Ashfaqul Hoque FCA, FCS Senior Vice President Shahjalal Islami Bank Ltd.

F-0186 Md. Abu Sukkur FCS

SVP and Head of Finance & Accounts Phoenix Finance & Investments Ltd.

F-0187 Masudur Rahman Bhuiyan FCS

Company Secretary Doreen Power Generations and Systems Ltd.

Total: 28 (Twenty Eight).

July - September 2017

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« NEW ASSOCIATE MEMBERS

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A-0455

Sharif Dilnewaz Hossain ACS

The following Chartered Secretaries were admitted as Associate Members of the Institute

Senior Executive Officer Internal Control and Compliance Division Shahjalal Islami Bank Limited

A-0449

Mahbub Alam ACS

Senior Principal Officer Treasury Division Pubali Bank Limited

A-0456

Md. Jasim Uddin ACS Principal Officer AB Bank Limited

A-0450

Md. Moin Uddin ACS

General Manager (F&A) Karnaphuli Insurance Company Limited

A-0457

Shahedul Azam ACS

Deputy Manager (Surveillance Department) Dhaka Stock Exchange Ltd.

A-0451

Mohammed Jasim Uddin ACS

Director (F & A) & Company Secretary IBCS-Primax Software (BD) Ltd.

A-0458

Md. Enamul Haq ACS

Assistant Executive Officer Board Secretariat Shahjalal Islami Bank Ltd.

A-0452

Rajan Kumer Saha ACMA, ACS FAVP & Senior Manager Finance & Accounts Division Eastern Bank Limited

A-0453

Md. Nuruddin Jongi ACS

A-0459

Md. Shahidur Rahman ACS General Manager Robi Axiata Ltd.

A-0460

Md. Kawsar Habib ACS

Company Secretary Bangladesh Thai Food and Beverage Ltd.

A-0454

Md. Abdul Alim Khan ACS

AEO & PS to DMD (Op) DMD’s Secretariat, Corporate HO Shahjalal Islami Bank Ltd.

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First Assistant Vice President NRB Bank Limited

A-0461 Md. Hayder Harun-ur-Rashid Khan ACS Assistant General Manager (Corporate Affairs) N.R Group

July - September 2017

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C.S. Final Qualified

During the 3 quarters of 2017 the Following Students were Qualified as Chartered Secretary rd

Benoy Paul CS-1639

Md. Sazzad Hossain Talukdar CS-1786

Shaikh Farid CS-1880

Sajal Kumar Bala CS-1908

Mohammad Zaman CS-2572

Mohammad Ruhul Amin CS-2600

Md. Shohel Amin CS-2707

Md. Alauddin Shibly CS-2759

Mohammad Jasim Uddin CS-2812

Mohammad Salah Uddin CS-2981

Md. Sahinur Kabir CS-3233

Md. Anwar Hossain CS-3247

Mohammad Nurul Alam CS-3352

Md. Abdul Majid CS-3353

Md. Saidul Haque CS-3411

Lingkon Mondal CS-3422

Sohel Ahmed CS-3431

Md. Noor-ul-Alam CS-3468

Md. Shamim Hossain CS-3471

Anisuzzaman Sarker CS-3484

July - September 2017

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Institute News

« Mohammad Ariful Islam CS-3493

Md. Kamrul Hasan Chowdhury CS-3510

Md. Rajibul Arefin CS-3535

Sukomal Chakraborty CS-3615

Md. Mizanur Rahman CS-3619

Iftekharul Islam CS-3637

Mohammad Salah Uddin CS-3655

Md. Mahbub Mofazzal CS-3656

Success Greetting

During the 3rd Quarters of 2017 A-0344

Md. Shamibur Rahman ACS Md. Shamibur Rahman, an Associate Member of the Institute of Chartered Secretaries of Bangladesh has recently been promoted as Director (Finance & Accounts) of the Institute of Chartered Secretary of Bangladesh (ICSB). Honors & Masters in Accounting along with MBA in Finance Mr. Rahman has more than 16 years of experience. He has also completed LL.B from National University of Bangladesh. He has been working in this Institute since 2005. Prior to joining here he worked in GQ Ball Pen Industries Ltd. He is very much studious.

A-0437

Sk. Md. Sarfaraz Hossain ACS Mr. Sk. Md. Sarfaraz Hossain ACS an Associates Member of the Institute joined First Finance Limited as AVP & Deputy Company Secretary. Prior to joining this company he was AVP & CFO of CAPM Advisory Limited. Mr. Sarfaraz Hossain has more than 15 years of experinance in diversified conglomerate. He also worked Ascent Securities Limited, University of Dhaka, Dhaka National Medical Institute Hospital etc.

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Ahmad Munir Hossain FCS Md. Shahidur Rahman ACS, has assumed the position of Vice President of Company Secretarial of Robi Axiata Limited(“Robi”) in January 2017. Formerly, he was the General Manager ofthe Company Secretarial before his elevation tothis position. He has been working with Robi since 2004.

He possesses a wealth ofover two decades of experience in the fields of Accounts, Finance and Corporate Affairs & Compliance. Prior to joining Robi, he also worked at Organon (Bangladesh) Limited (currently known as Nuvista Pharmaceutical Limited) and KPMG Bangladesh.

He is a Chartered Secretary by profession and holds a Master’s degree in Commerce. He has completed Chartered Accountancy Course from Rahman RahmanHuq. Mr. Shahidur Rahman has also taken part in a multitude of training courses, seminars and workshops focusing in the niche of Secretarial Practice, Good Governance, Risk Management, Fixed Asset Management, Insurance, Process Improvement & Financial Compliance etc.

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July - September 2017

ARTICLES JULY - SEPTEMBER 2017

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CONFIRMATION OF MINUTES OF THE IMMEDIATE PAST MEETING - N. G Chakraborty FCS

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bout twenty years back from now, when corporate Bangladesh was at its nascent, we were used to see the ‘confirmation’ as the first agendum in the notice of an annual general meeting of companies. This evoked me to write an article on the issue and the same was published in the journal of ICSB in 1999. Thanks to ICSB that most of the companies now has dropped the agendum in the meantime from their AGM notice. Still it is not totally absent.

Few companies still keep the same perhaps as a matter of convention and custom. To do away with their misconception about the issue, I feel this is to be published again with some modifications. Therefore, this write-up appears again.

An agenda is and should be there for every meeting. Discussion in any meeting without having an agenda is unnecessary prolonged and may lead to frustration. An agenda helps taking prompt decision.

In case companies, roughly there are two types of meetings general meeting and board meeting. Board meetings are for the directors and general meetings for the shareholders.

The notice of general meeting occasionally contains ‘confirmation of the minutes of the last meeting’ as the first

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agendum. This is seen to be common in the agenda of some of the listed companies as well. It will be unreasonable for us if we presume that the notice of board meeting of listed and of all meetings of non-listed companies are exception. Now the question is - how far the ‘confirmation’ agendum of any meeting and subsequently acting thereon is legal, correct and maintainable.

As far as the existing Companies Act is concerned, every company should hold at least one general

The notice of an annual general meeting should to be sent fourteen days before the date of the meeting. On the contrary, there is no prescribed rule for notice period of board meeting unless there is anything in the articles of association with that respect.

Let us now examine the issue of ‘confirmation’. To examine the issue, we should look to the provision of section 89 of the Companies Act 1994, where it says:

FOR A SMOOTH FUNCTIONING, THE DECISION OF THE MEETING SHOULD BE CARRIED OUT INSTANTLY. WAITING FOR CONFIRMATION MAY BE UNWANTED AND EVENTUALLY PROVED COSTLY. meeting in every year (which is known as annual general meeting) and four board meetings in a calendar year. First annual general meeting should be held within eighteen months from the date of incorporation and there after subsequent meeting should be held once in every calendar year but the time gap between two annual general meetings should not be more than fifteen months and such meetings whether first or subsequent be held within nine months from the end-date of the last preceding audited accounts.

1. Every company shall cause minutes of all proceedings of general meeting and meetings of its directors to be entered in books kept for that purpose.

2. Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting shall be evidence of the proceedings.

According to the above sub-section (2) there is nothing illegal in placing the minutes of the last meeting for the signature of the chairman of next succeeding meeting. But the points are: (1) the matter referred to in the sub-section (2) above was related to signing by the chairman not to confirmation and

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« (2) signing by the chairman of the next succeeding meeting is an alternative method and only applicable where for any reason it was not possible to obtain the signature of the chairman of the meeting at which the proceedings were had.

But presently ‘confirmation’ agendum is so commonly and widely used so that it gives rise to the idea in the minds of the public that only the chairman of the next succeeding meeting has the so-called right to confirm the minutes of the last meeting.

Even all these discussions could not perhaps make clear as to the timing within which the minutes of a general meeting should be prepared. In fact, the Act itself contains no such prescription. But if we interpret sub-section (5) of section 89, we may find a way out.

It says, ‘any member shall, at any time after fourteen days from the meeting, be entitled to be furnished within seven days after he has made a request in that behalf to the company with a copy of any minutes referred to in sub-section (4) (dealing with the place of keeping the minutes book and its inspection by members) at a charge not exceeding ten taka for every hundred words. Furthermore, sub-section (6) provides penalties for non-compliance of sub-section (4) and (5).

Therefore, it is clear that unless a company prepares its minutes within at best twenty one days (14+7) from the date of its holding of general meeting, it cannot be possible for the company to

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furnish such minutes to its shareholders within such twenty one days. And it is needless to say that the signature of the chairman of the concerned meeting should also be obtained on the minutes within such twenty one days.

There remains no scope to obtain signature of the chairman of the next meeting being held in the next year. Rather, inclusion of the ‘confirmation’ agendum in any notice of any meeting signifies that the minutes were not ready for delivery had the same been demanded by any shareholder which is a contravention of sub-section (6) of the Companies Act. 1994.

Furthermore, inclusion of such agendum gives rise to questions like-can the unconfirmed minutes take effect before confirmation?

Can dividend be distributed before confirmation of the minutes containing such declaration or should the distribution be deferred until the said minutes are confirmed by the Chairman of the succeeding meeting?

Now the question of board meeting. Board meeting should be held at least once in every three months or four times a year.

If the same confirmation agendum is included in the agenda of any board meeting, this also gives rise to the same question. Let us suppose that the board directed to shift the inventories threatened by rising flood water to safer place immediately. What to do with that direction? Should it be carried

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before confirmation? What should be consequences of the decision if carried but remained for any reason unconfirmed?

It is needless to say that for smooth functioning, the decision should be carried out instantly.

Waiting for confirmation may be unwanted and eventually may be proved to be costly. Therefore the signature of the chairman of the concerned meeting should immediately be obtained after the meeting is held to avoid any confrontation between the functioning of the company and the statute. In case of failure to do so for reason of say, death of the chairman or otherwise only the agendum of signing of the minutes of the last meeting (board/annual general meeting) by the chairman may be included in the agenda of the next succeeding meeting.

Thus it is seen in both the cases of meetings, the inclusion of the agendum of ‘confirmation of the minutes of the last meeting’ in the agenda of the next meeting is not correct, legal and maintainable in case of general meetings in so far as relates to section 89 (5) and (6) and in case board meetings is contrary to normal functioning of the board and whenever unavoidable the word ‘signing’ be used instead of ‘confirmation’. Let the statute act in its own and play superior to convention and custom. » About the Author Fellow Member & Founding Member of the Institute

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ROLE OF CHARTERED SECRETARIES IN NATIONAL VIS-À-VIS GLOBAL ECONOMY - Prof Dr Feroz I. Faruque FCS

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ompany Secretary plays an essential role in economic development. High-quality corporate reporting is key to improving transparency, facilitating the mobilization of domestic and international investment, creating a sound investment environment and fostering investor confidence, thus promoting financial stability.

Inconsideration of the diversified functions of a company secretary for the management of a company-though at the micro level, but every individual company is helping the economy to grow at the macro level consideration. It is just drop by drop towards making an ocean. About 80-90% of the total working population in an economy works in companies directly or indirectly, means in primary or secondary employment.

A company secretary is a senior position in an organization, normally in the form of a managerial position or above.

The company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.

regulation, and keeps board members informed of their legal responsibilities.

Company secretaries are the company’s designated representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.

benefits such as pensions and employee share schemes, insurance administration, negotiation of contracts, risk management, property administration, interpretation of financial accounts. Company secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning.

Private sector’s contribution in an economy and role of a Company secretary is THE COMPANY SECRETARY ENSURES synonymous.

Private sector THAT AN ORGANIZATION COMPLIES growth is a key contributor WITH RELEVANT LEGISLATION AND to alleviating poverty.

REGULATION, AND KEEPS BOARD Interventions to promote MEMBERS INFORMED OF THEIR growth must promote LEGAL RESPONSIBILITIES. inclusivity and minimize risks associated with inequality.

Company secretaries in all sectors The private sector already ‘does’ have high level responsibilities development and has a shared including governance structures interest in achieving and mechanisms, corporate ‘development outcomes’ .In order conduct within an organization’s that aid can be used effectively regulatory environment, board, and achieve value for money, shareholder and trustee donors need to be fully apprised meetings, compliance with legal, of the context(s) in which they regulatory and listing seek to operate. To develop the requirements, the training and private sector, a diversity of induction of directors and markets needs to be identified non-executive directors and and the significance of domestic trustees, contact with regulatory markets should not be and external bodies, reports and overlooked. There is much that we The company secretary ensures circulars to already know and this knowledge that an organization complies s h a r e h o l d e r s / t r u s t e e s , needs to be brokered and with relevant legislation and management of employee leveraged effectively to enhance July - September 2017

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« future activities. Private sector growth is widely acknowledged to be an essential component in the alleviation of poverty as a means of providing more and different economic opportunities in any given society. Providing regular employment over a long period of time leads to improved livelihood for workers and their families, including increased access to education, health services and more. Private sector operatives have a shared interest in the countries in which they work being secure and stable with healthy, well-educated population.

Not all businesses need the same types or levels of support at the same time. Needs may vary according to sector, type and size of business, existing capacity, the location in the business life cycle and the type of any additional technical assistance required from external sources. It is also important to recognize that not every environment is equipped with enough business service providers. Working together for effectiveness and value for money.

Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. They are quite vocal in encouraging boards to perform frequent corporate governance reviews and to issue written statements of corporate governance principles.

The corporate secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, and helping the board to tailor corporate governance principles and

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practices to fit the board's needs and expectations of investors. In some companies, the role of the corporate secretary as corporate governance adviser has been formalized, with a title such as Chief Governance Officer added to their existing title. In view of the important roles the company secretary plays in business it is contributing towards the company development at the micro level to national economic development at the macro economic development of the country.

Company secretaries guide company directors about the day-to-day management of their organizations, including compliance with legal and statutory requirements. Company secretaries are playing an important role in all segments of industry, banking and financial services. Historically, a company secretary’s core competence has been in compliance and corporate governance. “They are now popularly known as governance professionals in capital markets, and more frequently called upon to guide the corporate board on various strategic, governance and compliance issues related to the capital markets. A Company Secretary being multidisciplinary professional renders services in various aspects of the corporate which is ultimately a great contribution towards the economic development of the country. Entrepreneurship plays an influential role in the economic growth and standard of living of the country. As a company secretary one may think that he is simply working hard to build a business. But he is actually doing a whole lot more for local

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community, state, region, and the country as a whole. Among many here are few important roles an entrepreneur vis-à-vis Company Secretary in cooperation with his other colleagues as a team member and /or independently play in the economic development of a country.

Wealth Creation and Sharing By establishing the business entity, entrepreneurs invest their own resources and attract capital (in the form of debt, equity, etc.) from investors, lenders and the public. This mobilizes public wealth and allows people to benefit from the success of entrepreneurs and growing businesses. This kind of pooled capital that results in wealth creation and distribution is one of the basic imperatives and goals of economic development, where company secretary has to play a vital role.

Job Creation Entrepreneurs are by nature and definition job creators, as opposed to job seekers. The simple translation is that when you become an entrepreneur, there is one less job seeker in the economy, and then you provide employment for multiple other job seekers. This kind of job creation by new and existing businesses is again is one of the basic goals of economic development. All this in turn creates a lot of job opportunities, and is helping in augmenting our standards to a global level.

Corporate governance is the vital force to manage the company well and making sustainable and

July - September 2017

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thus to create new jobs. Company secretary plays a vital role in this case.

Balanced Development Entrepreneurs setting up new businesses and industrial units help with national development.

The growth of industries and business in areas leads to infrastructure improvements like better roads and rail links, airports, stable electricity and water supply, schools, hospitals, shopping malls and other public and private services that would not otherwise be available. Every new business that locates in a area will create both direct and indirect jobs, helping lift regional economies in many different ways. The combined spending by all the new employees of the new businesses and the supporting jobs in other businesses adds to the local and regional economic output.

GDP and Per Capita Income Each new addition to the new units makes use of even more resources like land, labor and capital to develop products and services that add to the national income, national product and per capita income of the country. This growth in GDP and per capita income is again one of the essential goals of economic development.

Help better Standard of Living Increase in the standard of living of people in a community is yet another key goal of economic development.

Entrepreneurs

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again play a key role in increasing the standard of living in a community. They do this not just by creating jobs, but also by developing and adopting innovations that lead to improvements in the quality of life of their employees, customers, and other stakeholders in the community.

Company Secretary has a great role to help the country achieve SDG through good corporate governance practices. There are 17 SDGs under which there are 169 sub-goals. Those are briefly mentioned here:

Export Market

2) End hunger, achieve food security and improved nutrition, and promote sustainable agriculture.

Any growing business will eventually want to get started with exports to expand their business to foreign markets. This is an important ingredient of economic development since it provides access to bigger markets, and leads to currency inflows and access to the latest cutting-edge technologies and processes being used in more developed foreign markets.

Another key benefit is that this expansion that leads to more stable business revenue during economic downturns in the local economy.

Community Development Economic development doesn’t always translate into community development.

Community development requires infrastructure for education and training, healthcare and other public services. For example, you need highly educated and skilled workers in a community to attract new businesses. If there are educational institutions, technical training schools and internship opportunities, that will help build the pool of educated and skilled workers. Company secretary is also helping companies to render CSR services.

1)

End poverty in all its forms everywhere.

3) Ensure healthy lives and promote wellbeing for all at all ages.

4) Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all.

5) Achieve gender equality and empower all women and girls.

6) Ensure availability and sustainable management of water and sanitation for all.7) Ensure access to affordable, reliable, sustainable and modern energy for all.

8) Promote sustained, inclusive and sustainable economic growth, full and productive employment, and decent work for all.

9) Build resilient infrastructure, promote inclusive and sustainable industrialization, and foster innovation.

10) Reduce inequality within and among countries.

11) Make cities and human settlements inclusive, safe, resilient and sustainable.

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« 12) Ensure sustainable consumption and production patterns.

13) Take urgent action to combat climate change and its impacts.

14) Conserve and sustainably use the oceans, seas and marine resources for sustainable development.

15) Protect, restore and promote sustainable use of terrestrial ecosystems, sustainably manage forests, combat desertification and halt and reverse land degradation, and halt biodiversity loss.

16) Promote peaceful and inclusive societies for sustainable development, provide access to justice for all and build effective, accountable and inclusive institutions at all levels.

17) Strengthen the means of implementation and revitalize the global partnership for sustainable development. Within the goals there are 169 targets, to put a bit of meat on the bones.

For example targets under goal one, include reducing by at least half the number of people living in poverty by 2030, and eradicating extreme poverty (people living on less than $1.25 a day), while goal

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16 has a target to promote the rule of law and equal access to justice.

Investments in infrastructure – transport, irrigation, energy and information and communication technology – are crucial to achieving sustainable development and empowering communities in many countries. It has long been recognized that growth in productivity and incomes, and improvements in health and education outcomes require investment in infrastructure.

Inclusive and sustainable industrial development is the primary source of income generation, allows for rapid and sustained increases in living standards for all people, and provides the technological solutions to environmentally sound industrialization. Extreme poverty has been cut by more than half since 1990- however; more than 1 in 5 people live on less than $1.25 a day. Poverty is more than lack of income or resources- it includes lack of basic services, such as education, hunger, social discrimination and exclusion, and lack of participation in decision making.

Sustain per capita economic growth in accordance with national circumstances and, in particular, at least 7 per cent gross domestic product growth per annum in the least developed countries. Achieve higher levels of economic productivity through diversification, technological

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upgrading and innovation, including through a focus on high-value added and labor-intensive sectors. Promote development-oriented policies that support productive activities, decent job creation, entrepreneurship, creativity and innovation, and encourage the formalization and growth of micro-, small- and medium-sized enterprises, including through access to financial services.

Improve progressively, through 2030, global resource efficiency in consumption and production and endeavor to decouple economic growth from environmental degradation, in accordance with the 10-year framework of programs on sustainable consumption and production, with developed countries taking the lead. By 2030, achieve full and productive employment and decent work for all women and men, including for young people and persons with disabilities, and equal pay for work of equal value. Increase Aid for Trade support for developing countries, in particular least developed countries, including through the Enhanced Integrated Framework for Trade-Related Technical Assistance to Least Developed Countries. (Adopted from various sources including UN MDG as was felt necessary) » About the Author Fellow Member of the Institute & Former Senior Vice President

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ROLE OF THE PROFESSION OF CHARTERED SECRETARY IN NATIONAL ECONOMY - Md. Rafiqul Islam FCS

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ntroduction

National Economy relates to macro economy. But a Chartered Secretary renders services to an individual unit which may be Bank, Financial Institution, Insurance Company, Credit Rating Agency, Manufacturing Company, Trading Company and or other bodies of the nation. Summation of value addition of the individual units of a nation is the total value addition over the total consumption of a nation in a year.

Statistician can easily calculate average national savings that can be invested in the most profitable sector for higher national income.

The profession of Chartered Secretary was developed earlier in the UK & USA and it is now moving to other counties of the world for promoting and regulating desired development of a nation. ICSB started under Companies Act in July 1997 and the GOB fully appreciating the necessity of the profession enacted CS Act in 2010 forming ICSB in place of ICSMB to impart training and education, confer membership- associate & fellow to promote,regulate and develop the profession of Chartered Secretary for ultimate development of Bangladesh through the Council consisting of 13 elected members from the Institute and five nominees of the Government of Bangladesh from Ministry of Commerce, Ministry of Finance, Ministry of Law, Justice, &

July - September 2017

of the company for confidence of the investors and the government authorities. The course of Chartered Secretary became a necessity for collecting least cost funds for investment from the public and keep liaison with the investors for higher dividend. At the same time, the Company Secretary works as a link between the Board of Directors and different functional heads who are responsible for executing the planned work and achieving the target. Decision of the Board is communicated to THE COMPANY SECRETARY WORKS the functional heads AS A LINK BETWEEN THE EMPLOYEES showing future target.

The AND THE BOARD AND ALSO WITH Heads of different sections INVESTORS AND OTHER report achievement REGULATORY AUTHORITIES AS PER compared to the target REQUIREMENT OF LAW. showing deviations with reasons for taking other innovations. Members can corrective action. This way, the serve in any organization as a Company Secretary works as a link Chartered Secretary and practice between the employees and the as Independent Chartered Board and also with investors and Secretary after obtaining license other regulatory authorities as per from the Institute. BSEC also requirement of law. The members instructed / allowed appointment are updated with changes from of Company Secretary in all listed time to time under the CPD program so that they can be companies. useful to the respective Education & Training companies and the nation.

Parliamentary Affairs, Bangladesh Securities & Exchange Commission and the Registrar of Joint Stock Companies & Firms.

The profession looks into national requirements for necessary investments in developing the nation and the members are well equipped with all necessary branches of knowledge relating to financial accounting, management accounting along with changes in all activities including Tax, VAT, Acts, IT and

Courses of Chartered Accountancy, Cost & Management Accountancy, Master of Business Administration with major in different fields of activities, Chartered Secretary are almost the same. The course is specially designed for verifying the periodical Financial Statements, prepared by the trusted officials

Conclusion The Job of Chartered Secretary should be included in the Companies Act so that it becomes a necessity as per law for the development of the nation. Âť About the Author Fellow Member of the Institute

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THE ROLE OF COMPANY SECRETARY TO ENHANCE CORPORATE GOVERNANCE AND ECONOMIC DEVELOPMENT IN BANGLADESH - Mohammad Shahajahan FCS

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bstract

The collapse of global corporate giants has taught the world that no single organization is immune to fraud and mismanagement and 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. It is felt in the last few decades that the responsibility for developing and implementing processes to promote and sustain good corporate governance requires the guidance of the professional Company Secretary (CS). The study found that the effective and independent role of CS in Bangladesh ensures the corporate good governance within the organization as well as has an incentive of competitive edge that enhances the opportunities for the businesses to gain benefits and business expansion which ultimately has a positive impact on economic development of the country as a whole.

Background The world is constantly changing and there is no one subject or set of subjects that will serve the people in the foreseeable future,

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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 GOOD CORPORATE GOVERNANCE IS systems provide several THE DRIVING FORCE FOR A mechanisms to ensure that COMPANY AS IT GUIDES TO companies/ firms run MANAGE BUSINESS RESPONSIBLY effectively and maximize IN TERMS OF TRANSPARENCY, shareholder and/or ACCOUNTABILITY AND stakeholder value COMPLIANCE. (Aguilera, 2005). It is very let alone for the rest of their life.

Chartered Secretary as Company Secretary has been emerging as a challenging profession in the modern era. Their effective and independent secretarial, advisory, regulatory and other prominent services in corporate bodies has incentive for corporate good governance, efficient and right decision making which ultimately enhances the revenue earning, maximize the profit sharing, expansion of business, economic

development and employment generation. This study aims to find out whether the role of Chartered Secretaries as Company Secretary in Bangladesh is ensuring the corporate good governance within the organizations as well as whether they have an indirect effect (competitive edge) for enhancing the economic development in Bangladesh.

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,

much concerned with the functioning of Board of Directorsits structure, styles, process, their relationships and roles, activities etc. (Jan & Sangmi, 2016). 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 notification 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 July - September 2017

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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. Chartered Secretary as Company Secretary is important 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.

Economy and Economic Development In the modern era, economy is defined as a region/ world where people work with their brains instead of their hands. Global communication technology creates global competition and innovation is more important than mass production and therefore, investment buys new concepts rather than new machines. It is new economy where rapid change is a constant and its emergence can only be described as a revolution.

Economic development is a constant, collaborative effort of policy makers and communities to promote the standard of living and economic health in a region.

Economic development means working with developers to attract businesses or industries into a region that, in the end, will result in a net increase in both revenues and jobs for the community.

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Corporate Governance Vs Economic Development A country’s economy depends on the drive and efficiency of its companies/ corporations (Cadbury, 1992). Both public and private organizations are trying to realize certain objectives of their stakeholders. Good corporate governance requires that organizations deliver the desired results in the right way hence giving an organization a competitive edge. It is thus important that the effectiveness with which their boards operate yields a competitive advantage to the organisation. In order for corporations to gain and sustain competitive edge in a turbulent world, they must embrace innovation and adopt sound corporate governance practices so that they can meet new demands and grasp new opportunities. Organizations has discretions to decide how to apply sound practices in developing their own frameworks for corporate governance, taking into account the costs and benefits of regulation (OECD, 2004).

The collapse of global corporate giants has taught the world that no single organization is immune to fraud and mismanagement and 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.

Corporate Governance is the system by which companies are directed and controlled (Cadbury, 1992). It is a field in economics that

investigates how to secure/ motivate efficient management of corporations by the use of incentive mechanisms, such as contracts, organizational designs and legislation in order to deliver a competitive rate of return.

Corporate Governance thrives at ensuring that a balance is maintained between economic, social, individual and communal goals with the aim of streamlining the interests of all the key stakeholders (Cadbury, 2000).

Good corporate governance is the glue that holds together responsible business practices, which ensures positive workplace management, marketplace responsibility, environmental stewardship, community engagement and sustained financial performance. Good corporate governance is essentially about effective and responsible leadership which is characterized by the ethical values of responsibility, accountability, fairness and transparency.

Corporate governance thus refers to putting in place mechanisms that ensures that the interests of all key stakeholders in an organization are achieved in an optimal and harmonious manner and by ultimately giving the organization a cutting edge in the industry it operates in.

All these suggest that good corporate governance has an incentive of competitive edge that enhances the opportunities for the businesses to gain benefits and further business expansion which ultimately has a positive impact on the economic development of the country as a whole.

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« Company Secretary Vs Corporate Governance In the last few decades, responsibility for developing and implementing processes to promote and sustain good corporate governance requires the guidance of the professional Company Secretary (ICSA, 2008).

The Company Secretary to the Board plays a key role in guaranteeing that the Board’s rules of procedure are complied with and are regularly reviewed.

The Chairman of the Board and other Directors must seek counsel from the Company Secretary on the extent of their responsibility under prevailing laws and the Company’s Articles of Association.

The Company Secretary normally has a responsibility for a company’s compliance with the Companies’ Act and where the company is listed, carries much of the responsibility for compliance with the prevailing regulator’s listing and disclosure requirements (ICSA, 2008). For listed companies, there is also the need to make the board aware of the responsibility not to release misleading information about the company’s financial performance or trading condition, or failure to disclose sensitive information.

The Company Secretary act as the ‘grout’ to fill knowledge cracks that might otherwise appear during a board meeting (Handicott, 2002). The Company Secretary’s duties are an important component in the implementation of sound corporate governance procedures (Maltas, 2000). In the eyes of many directors the position represents a safeguard against

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non-compliance and breaches of the Company law. The Company Secretary is thus required to be fully conversant with the law and procedure of meetings which at times is least appreciated, but can be vital in the good management of a company’s affairs (Lang, 1998).

It is imperative that the Company Secretary develops a corporate governance manual for the board of directors, senior management, shareholders and other stakeholders such as the creditors, employees and future investors. The standards so established would help to further enhance the company value.

Company Secretaries and their role in Bangladesh Chartered Secretaries are highly sought after professionals who play a key role helping to ensure that organisations comply with regulatory requirements, and maintain good corporate

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governance and business ethics.

Members of this profession have become increasingly important as the regulatory environment has become more complex. In the corporate arena, chartered secretary as company secretary have to play different key roles like facilitating board and/or 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. Company secretaries are not a member of the executive team, they are not a member of the board, but they are the interface between board and executive. Hence they have got to have independence.

In Bangladesh, (as on December, 31, 2016) 167 Fellow Chartered Secretaries and 260 Associate Chartered Secretaries (total 427 members) of Institute of Chartered Secretaries of Bangladesh (ICSB) are working in different sectors as follows:

Banking and Non-Banking Financial Institutions

107

Professional Service & Consultancy

54

Pharmaceuticals & Chemicals

39

Electronics & Engineering

25

Service Sector

27

Garments & Textiles

26

Insurance

24

Real estate, cement industry, leather industry

22

Power & Energy sector

18

Media, telecommunication & IT

17

Overseas employment

18

Government service

14

Donor/ Development Partner Agency

08

Others

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Source: Members’ Directory, 2017 of ICSB July - September 2017

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Among these professionals, most of them are delivering their service as Company Secretary, Chief Finance Officer or other high positioned posts in the public and private entities. Their effective and independent secretarial, advisory and regulatory services help the efficient and right decision making of Board of Directors, management and/or members of the companies/ corporations and thus enhance the competitive advantages within the companies or corporations. These competitive edges are incentive to improve revenue, profit sharing, economic generation, business expansion and further employment generation in Bangladesh.

Excellence are selected through a rigorous comprehensive evaluation process undertaken by an eminent independent ‘Jury Board’.

Every year many companies are registering their names and submit their annual reports and other documents to compete for the ICSB National Awards for Corporate Governance Excellence. This initiative, no doubt, has an impact on facilitating sustainable corporate governance as well as has been playing a pivotal role in establishing rule of law, discipline, accountability and transparency among the public and private bodies in Bangladesh.

ICSB Corporate Governance Excellence Award in Bangladesh

In the ever changing world, Chartered Secretary as Company Secretary plays a key role helping to ensure that organisations comply with regulatory requirements, and maintain good corporate governance and business ethics. In the last few decades, after the collapse of the giant corporate bodies, has suggested that the responsibility for developing and implementing processes to promote and sustain good corporate governance requires the guidance of the professional Company Secretary.

Their effective and independent secretarial, advisory, regulatory and other prominent services in corporate bodies has incentive for corporate good governance, efficient and right decision making which ultimately has a

Institute of Chartered Secretaries of Bangladesh (ICSB) has introduced Corporate Governance Excellence Award in Bangladesh since 2013 and it is continuing annually. This award is recognition by the ICSB to those companies/ corporations who have successfully established corporate governance structure in their organizations. ICSB is leading with the key measures to promote and facilitate corporate good governance in Bangladesh by recognizing listed companies for their significant contribution to sustainable good governance.

The awardees of ICSB National Awards for Corporate Governance

July - September 2017

Conclusion

positive impact on the revenue earning, maximize the profit sharing, expansion of business, economic development and employment generation.

In Bangladesh, about half a thousand qualified Chartered Secretaries are working in different organizations to ensure corporate good governance and providing their expert advice to Board of Directors, management and others and thus generating a competitive edge for the companies/ corporations. On the other hand, ICSB’s initiative to promote and sustain the corporate governance among the listed companies in Bangladesh through ICSB National Awards for Corporate Governance Excellence is praise worthy. Chartered Secretary as Company Secretary plays a pivotal role to ensure Corporate Good Governance and preserving stakeholders’ rights within the organizations and ICSB as the institution of Chartered Secretaries promote and sustain corporate governance by creating a competition of maintaining the rule of law, discipline, accountability and transparency among the different public and private bodies in Bangladesh.

Both initiatives have a competitive edge for the companies/ corporations and hence have a positive impact on the economic development of the country.

» About the Author Fellow Member of the Institute

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CHARTERED SECRETARY: A PROFESSION PLAYS PIVOTAL ROLE TO THE NATION - Bipul Kumar Bhowmik FCS

A

distinguish mark of a profession is depicted by way of acceptance of its responsibility to the public whereas public acceptance is reflected by way of recognition of the profession in the regulatory framework. A Chartered Secretary (professional corporate as well as practicing secretary i.e. CS) should act in a manner consistent with the good reputation of the profession and refrain from any conduct which might bring discredit to the profession. The goal of CS education and practical experiences is to produce competent professional corporate and practicing secretaries (CSs) capable of making a positive contribution over their lifetimes to the profession and society in which they work. In the context of Corporate Governance system, ministerial and administrative roles and strategic functions of CSs will protect the interests of all the stakeholders.

At present, it is visible and crystal clear in general that recognition as well as proper application of the professional services of CSs under the umbrella of legislative framework will enhance corporate as well as national economic development. In recent years, our economy has undergone a number of reforms, resulting in a more market-oriented economy.

Particularly, after the Government of Bangladesh has taken steps

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towards linearization and globalization of the economy, the size of Bangladeshi Corporates is becoming bigger and accordingly the expectations of various stakeholders are also increasing, which can be satisfied only by the good Corporate Governance.

and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Any question of the removal of the Company Secretary should be a matter for the Board as a whole”. If we review The responsibility of Company the above, it is also clear that the Secretary’s is mostly constituted CS plays an important role in by the Companies Act. That is why corporate management. this position is also called the Development and legal position. Globally the implementation of best Company Law of most of the secretarial practices will enable Commonwealth countries makes the CS who has wide-ranging it mandatory to appoint CSs for responsibilities under the statue as a senior corporate executive to serve as the ICSB IS THE FORMAL PROFESSIONAL focal point for INSTITUTE FOR ENABLING OF communications with the CORPORATE GOVERNANCE AND Board, the Company and COMPANY SECRETARYSHIP AS WELL the Stakeholders in a AS THE EXPERT COMMENTATOR AND harmonized and more THOUGHT LEADER ON GOVERNANCE convenient manner.

MATTERS. limited companied with an objective to ensure that the Board of Directors fulfill their statutory requirements and meet the demanding standards of corporate governance in their respective companies. London Stock Exchange has recognized the CS as an officer with a central role in the governance and administration of company affairs.

The Principles of Good Governance and Code of Bets Practices (the Combined Code) U.K. mentioned that: “all directors should have access to the advice

‘Chartered Secretary’ is the professional qualification term for the members of the Institute of Chartered Secretaries of Bangladesh (ICSB) - a prestigious Institute of executive administrators and advisors in corporate and legal matters. CSs are experienced professionals who are skilled in many areas as they are to be considered as polymaths.

The ability, knowledge, skills and experience of CSs enables them to serve in a unique and diversified role as well in an organization and to the nation as a whole providing July - September 2017

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expertise in governance, corporate law, management, risk, finance and corporate secretarial practice.

ICSB is the formal professional Institute for enabling of corporate governance and company secretaryship as well as the expert commentator and thought leader on governance matters. It is the professional qualifying body for Chartered Secretaries offering a qualification that is well recognised in the country. The career-long programme of study comprises attainment of professional qualifications and requires continuing professional development (CPD), which ensures that members remain on the cutting edge of developments. It is the chartered membership and qualifying body for people working in company secretaryship, governance, risk, and compliance. It has almost 20 years’ experience in Bangladesh.

It develops the skills, knowledge and experience of governance professionals through prescribed qualification, training, high quality guidance and technical know-how.

To become a CS, requires completing a rigorous study program that covers the areas of governance, corporate finance, corporate law, corporate secretarial practice and strategy.

This kind of broad-based professional qualification enables to achieve commensurate skills, knowledge and ability need to confidently serve in a variety of leadership roles. Successfully completing the Chartered Secretary qualification process opens the door to versatile and challenging career opportunities!

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The CS qualification enables to work in leadership positions in the private, public or not-for-profit sectors or establish own business offering professional services and independent advice. Almost every kind of organizations whose affairs are conducted by boards, councils or other association, federation, authority, commission or like, finds it useful to appoint a person who holds the qualification of CSs in key administrative position. Qualified CSs (Fellow Members of the ICSB) having long experience in corporate management have the option to go for Private Practice as per Chartered Secretaries Act 2010.

CSs bring a professional governance and compliance perspective that will benefit organizations in the corporate, public and not-for-profit sector.

The scope of responsibility handled by CSs varies from organization to organization. Key areas include corporate governance, finance, compliance and regulatory matters. A CS has the depth of knowledge and experience that allows them to serve a unique role on organization’s management team and duties and responsibilities often cut across all departments.

They are qualified to serve as main point of contact for board of directors and shareholders, ensuring effective communication within the board and its committees and between senior management and non-executive directors. There is no doubt whatsoever that CSs are in huge demand in Bangladesh and abroad.

It is needless to mention that CSs like other professional in this century have to accept and positively respond to the complex challenges of the fast changing business world. Learning from various corporate debacles beside doubtful role in some cases of the professionals is cause of concern of today. Perhaps the future business shall have to be a combination of law and ethics.

Professionals have to remain more accountable to the regulators and to the public, and CSs are no exception.

The Institute of Chartered Secretaries of Bangladesh (ICSB, i.e. the then ICSMB) was established in 1997 under the license of the Ministry of Commerce and incorporated under the Companies Act 1994, demanded by the business community and the society at large. Institute was established for CSs with a view to impart adequate, relevant trainings, state-of-the-art professional excellence to the prospective company secretaries and to ensure and monitor the performance of the CSs judged by predetermined ethical standards.

It has been also in the best interest for the business that they should have their CSs duly qualified from the Institute of Chartered Secretaries.

To make an institute dedicated in a particular discipline of education, it requires specialist to run the faculty on the one hand and legislative coverage to regulate the study and subsequent practice of the profession, on the other. Keeping in mind the main motto of the Institute, realizing the importance

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ÂŤ of an Act for the Institute, recognizing the need to regulate the profession and for integration, harmonization of diverse secretarial practices; the Institute of Chartered Secretaries of Bangladesh (ICSB), proposed to constitute a separate Act for itself.

And realizing this imperative need and necessity, the Jatiya Sangsad has promulgated the Chartered Secretaries Act 2010 paving the ways for growth and promotion of the promotion of CSs in Bangladesh.

Promulgation of the Chartered Secretaries Act 2010; will ensure good order for good corporate governance. As the company secretary is a vital link between the company and its Board of Directors, shareholders, government and regulatory authorities and all other stakeholders, he/she has to ensure that Board procedures are followed and regularly reviewed and provides guidance to Chairman and the Directors on their responsibilities under various laws. I do strongly believe that the enactment of Chartered Secretaries Act contributes to corporate development and to the development of national economy positively by way of collective efforts.

ICSB is a qualification that gears one towards company secretarial work. It is similar to the professional accounting and audit profession where the qualification is a basic platform for one who wishes to pursue a professional career.

It emphasis the importance of gaining the right working exposure that goes hand-in-hand with getting the right footing in one’s career path

34

as a CS. It is observed that these days, young people are eager to earn more money for short-term gain as they have many commitments. Time and again, it is wise to stress the significance of having concrete knowledge. The first three working years are crucial years. Thereafter, a person is matured enough to decide where they want to go from there.

Given the right grounding in education and training, one will go far in the long-term.

The Institute’s mission to develop, equip and promote CS profession by maintaining the highest professional standards of its members in order to enable them to provide better services to the society. The Institute is entrusted with the formulation and implementation of National Secretarial Standards (NSS) and thus to help Bangladesh Corporatism become an arena of Better Corporate Governance by promoting and regulating the CS profession to enhance economic competitiveness and quality of corporate life.

ICSB has to keep one thing very clear in its attitude that staying comprehensive and focused mean staying current and effective with the expectation of the stakeholders of the companies through the working of their members. A future CS has to get institutional support (from ICSB) to deal with knowledge development beside advises on issues like conflicts in board composition, executive compensation, analysis of expectation of the stakeholders and certain myths and facts arising out of such expectations.

This is necessary for ICSB to

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develop a path finding platform, not only for its members but also for the stakeholders of various corporates. CSs with updated knowledge base will have to perform on a continuous basis to keep the quality high of the profession. All these process perhaps should start from the fountain of thoughts of ICSB and at ICSB we should perhaps gradually pay attention to chalk out our future course of action to keep the profession strong, vibrant and alive.

Obviously, for better governance, suitable provisions shall have to be incorporated in the proposed Companies Act (including in other relevant legislations of the country) to ensure well-functioning of this profession, not an employment opportunity only.

Chartered secretaries (either in practice or service) should act for total compliance of all applicable legislation and advice directors to govern their companies in the best possible manner to protect the interest of the stakeholders and the function of CS should be treated as an effective management tool. To ensure effective functioning of this management tool and to upgrade knowledge on a continuous basis (adopt changes in professional exposures), it is better to introduce a reorientation course (in addition to CPD) mandatorily for the members irrespective of their status whether employed or in practice. ICSB through update knowledge of its members can do knowledge support to governments and regulators for proper governance. ICSB may float an information-sharing platform through software about July - September 2017

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companies with on line linkage with various companies, ROC etc.

This sharing of information could be a revenue earner for the ICSB. ICSB may also provide opportunity to a great extent to the members for assisting the Government or various institutions to draft the laws and regulations. As a part of continual development, periodic check ensures effectiveness and ICSB may think of introducing periodic checks of the effectiveness with benchmarking for professional up-gradation extensively.

With the backdrop of various corporate debacles in recent past and misconduct of professionals around us, it is immensely important for us to blend law and ethics with business and at ICSB (ethics with the profession) has a role to play. We at ICSB can learn (not piece-meal copying) a lot from the experiences of other countries which have done, in different ways, better than we have. The effective change is required in thought process which is not achievable only by removing restraints or plugging the loop-holes by making piece amendments in corporate legislation.

The roles and responsibilities associated with this profession are highly accountable and visible. There is constant pressure to deliver results. Scope of CS is becoming very broad with the growth in the corporate world.

Since inception of its formation (if we say prior its formation, it will not be said wrong!), ICSB is working with its untiring efforts to add value to every corner of needs to ensure and promote governance excellence. In doing July - September 2017

so, members are playing the vital roles under the leadership of the Council whereas Government and other stakeholders are also contributing a lot to this journey.

To be a part of this esteemed journey, one can choose CS as a better profession and the organization can also choose a CS to take it to the next level.

If we look at the economic scenario of Bangladesh, we will observe that it is moving towards the positive growth gradually.

Although economic fundamentals had been shaken across the globe in recent periods or so, Bangladesh had remained largely unaffected by serious financial turmoil. We have to understand the current economic mood, business morale and impact of economic downturn on businesses around the world.

Bangladesh was poised to undermine the global implications of earlier crisis in advance of other nations as the global recessionary forces at work deteriorated significantly. Our economic growth is advancing and going to be considered as an emerging economy in terms of the seven key economic indicators determining the scope available for policy intervention (both fiscal and monetary) and the likelihood of revival from the aftermaths of the global economic depression.

The economic indicators include share of GDP, change in GDP per capita, budget balance as percentage of GDP, public debt, forex reserves, income-tax rates, monetary policy stance.

Corporate Bangladesh is no more the forte of the elderly and the grey haired entrepreneurs, the representation of young and the

adventurous is increasing in board rooms of corporate houses. The dynamic business environment and global aspirations and many other external factors allowed Bangladeshi corporates to adopt new internal structures and ways to conduct the business. The family owned businesses of Bangladesh and other corporate houses are now much more open and professional than before, and welcome fresh ideas and talent.

The management of businesses is now being handed over to generation next, who are filed with energy and new ideas and equipped with modern management tools and practices.

There is also another category – a breed of young graduate entrepreneurs making their own way through innovative business models, products and processes.

With this dynamic changing business environment, professionals to guide the managements in the board rooms and other top management echelons are expected to revisit their knowledge and skill sets so as to remain not only relevant but to assume a leadership role.

The speed and the tenor with which the changes are happening in corporate world, make it imperative for professionals like CSs to keep pace with these changes in all their dimensions to move ahead. We are moving to a new age of economic revolution where capital, communications, economic and trade policy, human resources, marketing, advertising and brands, all have global dimensions. This globally changing business dynamics presents an entirely new paradigm demanding continuous learning, strategies, confronting

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ÂŤ challenge, adjusting values, changing perspectives and attitudes. As we understand that more and more companies are facing adaptive challenges.

Changes in society, markets, technology and consumer preferences are compelling them to clarify their values, devise innovative strategies and new ways of operating. The continuous learning, unlearning and relearning process is now an inescapable consequence of new economic realities for some, while it is a lesson in survival for others.

The natural winners in tough times are those who are the quickest in adapting to change.

So the imperative for upwelling ahead is clearly to be quickest in

36

adapting to change. The young talents have to be ignited to change their thinking processes towards solving issues and problems and the need to show exemplary leadership. Further, they are to be sensitized about the need and importance of timely and effective communication with both their clients and the regulators. The future holds bright for the profession of company/chartered secretaries, days are not very far when CSs would be assuming leadership role in guiding the corporates to achieve vision and aspirations. The corporate boards would seek active involvement of the CSs in devising strategies.

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The CSs have come a long way from being conscience keeper to compliance officer and now governance professionals. Having earned the trust and confidence of the Government, the regulators and the corporate sector as watchdog for governance architecture, the time has arrived when the CSs look beyond to step in a leadership role in guiding the corporates as change agent. They have to graduate to assume the leadership position by assuming new role, values and approach. It is now imperative for CSs to produce change, set the direction of that change, and upwelling ahead. Âť About the Author Fellow Member of the Institute

July - September 2017

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ROLE OF CHARTERED SECRETARIES IN NATIONAL ECONOMY - Subash Chandra Moulick FCS

I

ntroduction

Professionalism entails possessing specialist knowledge and following a standard of conduct based on ethics that govern the use of this knowledge when providing his service. Chartered Secretaries are high ranking Corporate Professionals who are trained to uphold the highest standards of Corporate Governance, Effective Operations, Compliance and Management. They are employed as Executive Directors as well as Managers &Company Secretaries adding value to both the Private and Public Sectors of the economy. In addition, the Chartered/Company Secretaries are well positioned to interact with a range of Senior Officials and other stakeholders including Board of Directors, Customers, Financial Regulators, Shareholders, Brokers, Auditors etc. and may encourage them to adopt the best practices beyond regulatory compliance which will benefit the Company’s business as well as protect the interest of different stakeholders.

Chartered Secretaries & Company Secretaries Chartered Bangladesh professionals Chartered

Secretaries of are the certified of the Institute of Secretaries of

July - September 2017

Bangladesh (ICSB) established under an act of Parliament i.e; Chartered Secretaries Act, 2010 (Act No. XXV of 2010)is the only recognized body in Bangladesh to develop, promote and regulate the profession of Chartered/Company Secretaries in Bangladesh for enabling Corporate Governance and Company Secretaryship as well as the expert commentators and thought leaders in Bangladesh on

Bangladesh by Publicly Listed Companies.

Chartered Secretary is a requisite qualification to become a Company Secretary. Company Secretaries are playing a pivotal role in corporate management as well as in practice. Company Secretary is a Statutory Office in the Company under the Companies Act, 1994. Bangladesh Securities and Exchange Commission per Order No.SEC/CMRRCD/2006-15 COMPANY SECRETARY HAVING 9/Admin/02-07, dated CHARTERED SECRETARYSHIP IN 9-January-2006has also EMPLOYMENT AS RESPONSIBLE recognized the Company OFFICER OF THE COMPANY NEED TO INVOLVE IN ACCOUNTS, INCOME TAX, Secretary as Compliance AUDIT ETC. RELATED MATTERS ALONG Officer of the listed security who will monitor the WITH SECRETARIAL WORKS. compliance of the Acts, and Rules, Regulations, Notifications, Conditions, governance matters. Chartered Guidelines, Secretary is a competent Orders/Directions etc., issued by professional and is provided BSEC and/or Stock Exchange(s) exhaustive exposure by ICSB applicable to the conduct of the through compulsory coaching, business activities of said issuer, examination, rigorous training so as to promote the interest of and Continuing Professional the investors in the security and Development (CPD) programs for redressal of investors’ and governed by the Code of grievances.

Conduct contained in the Chartered Secretaries Act, 2010. Chartered/Company Chartered Secretaries are well Secretaries and equipped and competent to carry Corporate Governance out the Secretarial Audit and are issue authorized by Bangladesh Securities and Securities and Exchange Bangladesh Exchange Commission per Commission (BSEC) for providing Notification No. SEC/CMRRCD/ Audit/Certification services on compliance of Corporate 2006-158/134/Admin/44, dated Governances practice in 7–August-2012 issued certain

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« conditions for the Listed Companies which have been imposed on ‘Comply’ basis. The Companies listed with any Stock Exchange in Bangladesh shall comply with the conditions. The main objectives for complying with these conditions by the Listed Companies is to protect the interest of its stakeholders as well as to make more contributions by the corporation towards development of the Country as a whole. As per Guidelines, every listed Company shall appoint a Company Secretary and the Board of Directors of respective Companies should clearly define the role, responsibilities and duties of Company Secretary where Compliance with the Corporate Governance Guidelines is also considered to constitute a core duty. In practice, these duties are closely related to the Company Secretary’s other duties as the Compliance Officer of the Company.

The Hong Kong Business Ethics Development Centre (HKBEDC) at the Independent Commission Against Corruption (ICAC) regards the Company Secretary as a trusted partner to achieve better ethical and governance standards in Hong Kong Companies. As an officer of the Company and at the center of the decision making process, the Company Secretary is in a powerful position of influence.

The Company Secretary should assist and guide the Directors in their pursuit of profit and growth but should act with integrity and independence to protect the interests of the Company, its shareholders and its employees.

Company Secretary should play a pro-active and central role in the governance of the Company. This

38

requires excellent communication skills, a thorough knowledge of the Company’s business and applicable regulations, strength of character, integrity, and above all a professional approach.

Company Secretary having Chartered Secretaryship in employment as responsible Officer of the Company need to involve in Accounts, Income Tax, Audit etc. related matters along with secretarial works so that the value to the employment, Company, profession and to country will enhance. Involvement of Chartered/Company Secretary in employment in Income Tax/Audit etc. paves the way for strategic thinking for the business development so that the Company Secretary will become connected with all segments right from strategy, marketing, compliances, administration and so on. With this the elevation in employment and significance in Company and governance in the board level, investors’ level, stakeholder level and at regulatory level will be achieved in satisfactory level.

Corporate Governance & Economic Development in the Country Good Governance in corporate as well as business activities is one of the prerequisites for economic development of a country. As a high level qualified corporate professional Company/Chartered Secretary plays a vital role in practicing and establishing good governance in Corporate Sector.

The Government enacts different acts for bringing the government system within a framework to achieve the objectives and goals

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of the Government in an effective and efficient manner thus assuring confidence to the public.

It is not uncommon for Listed Companies to be reluctant to go beyond the minimum regulatory requirements and to ‘do the right thing’ – the pursuit of profit and business growth are often the prime concerns. Having the key responsibility to promote good corporate governance, Company Secretaries should encourage the Board of Directors to invest in and adopt the best practices beyond regulatory compliance – this will benefit the Company’s performance, managing risk effectively and protect the interests of different stakeholders in the long run.

To further enhance the corporate governance standard of Listed Companies and to ensure an orderly fair and informed financial market in the Country, the environmental, social and governance reporting requirements set out by BSEC and Stock Exchanges have already been strengthened. Among the changes, upgrade of the level of obligations in disclosures of a listed company’s anti-corruption policy from ‘Comply or Explain’ basis to ‘Comply’ basis.

Furthermore, the requirements for risk management and key internal control measures have also been strengthened in the Corporate Governance Code.

Listed Companies are required to adopt a structured approach to risk management and internal control as well as to conduct an annual review of the effectiveness of these systems. The related disclosures in the Corporate Governance Reports of Listed

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Companies upgraded.

have

also

been

Company Secretaries are responsible for preparing the Corporate Governance Reports of Listed Companies on promoting Corporate Governance. In cases of regulatory non-compliance or misconduct, especially when Senior Managers are involved, Company Secretaries face an ethical dilemma. They have a clear professional and fiduciary duty to take appropriate action against such cases. The Company Secretary should not choose to stay silent about the malpractice rather than speaking out against it. In no way even in extreme cases, he should not beguile into joining the scams of corruption, fraud or other malpractices and to compromise their ethical standards for their own personal gain.

A recent ICAC investigation demonstrated the dire consequences for Company Secretaries who fail to recognize their guardian role to protect the interests of the Company when ethical challenges arise.

Consequently, the constitution of the Listed Company’s Board of Directors was changed and the entrepreneur secured control of the Company.

Needs Ethical Standard for Economic Development of the Country Nowadays, it is not rare to hear of corrupt practices and unethical conduct in both the Public and Private Sectors. This has no doubt compromised professionalism.

Professionals provide essential

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and valuable services to any society. It is for this reason that the public depend on them more and more as economies advance.

Therefore, professional status is an implied social contract to provide a service over and above normal duties. In this regard, a professional is viewed as one who carries additional moral responsibility and is honest, objective, impartial and with high level of integrity which is essential for growing economy of a region.

For last 23 consecutive years, Hong Kong has been ranked the freest economy by the Index of Economic Freedom released by the Heritage Foundation. As a leading international financial center in the world, a level-playing field for businesses that fosters fair competitions is instrumental to its success. Over the years, the ICAC has been sparing no effort in eradicating bribery and related malpractices that may impede the efficient operation and integrity of the financial market. In fact, Hong Kong has been consistently ranked among the cleanest places in the world with very low levels of corruption. In the TRACE Matrix 2016, a global index tracking business bribery risk developed by TRACE International in collaboration with the RAND Corporation, Hong Kong was ranked the fourth least corrupt jurisdiction among 199 economies around the world, and the best jurisdiction in Asia.

In2015, the Hong Kong Business Ethics Development Centre of the ICAC launched a three-year ‘Ethics Promotion Program for Listed Companies’ in collaboration with relevant Government Departments,

Regulators, Chambers of Commerce and Professional Bodies with the aim of bringing out the important roles of Company Directors and Professionals in sustaining an ethical culture in Listed Companies.

Conclusion Professionalism in all respect and proper Corporate Governance practice is essential for economic development of a country. In recent years, the role of Company Secretaries in Bangladesh has been changed; they are now considered to be much more part of the inner cabinet than previously. There has been an increasing need for the Company Secretary to use initiative and apply a flexible approach in carrying out the responsibilities. A Chartered Secretary, being specifically trained for the role, is more likely to take-on additional responsibilities such as Property Management, Insurance matters, Taxation, Treasury Management, Internal Audit, Pensions Administration & Trusteeship, General Administration, Risk Management, Information Communication and Technology, Charitable Donations, Directorships of group subsidiaries, Liaising with Professional Advisers etc. Most Company Secretaries could probably add to the above list, particularly where their company’s business is subject to further specific external regulations.

Indeed, it would be almost impossible for Company/Chartered Secretaries of public companies to perform

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« their statutory duties without involvement with compliance with the Corporate Governance. It is, therefore, a matter of the best practice that the Chartered/Company Secretary should be made responsible for this area and is established practice in virtually all public companies.

achieve the economic goal. We need to see ourselves as part of the solution rather than the problem.

This has required maintaining a thorough knowledge of business of the Company and its operations as well as of the corporate statutory and regulatory compliance related issues for good governance, strength of character, integrity and above all a professional approach. The Chartered/Company Secretary, as the guardian of Corporate Governance and ‘Conscience of the Company’, would always be the most trusted partner to

-Institute of Chartered Secretaries of Bangladesh.

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Reference 1.

2.

The Chartered Volume XIX, April-June 2017

Secretary, Issue-2,

Bangladesh Securities and Exchange Commission Notification No. SEC/CMRRCD/2006-158/134 /Admin/44, dated 7-August-2012 and BSEC Order No. SEC/CMRRCD/2006-159/Ad min/02-07, dated 9-January-2006.

3.

Article

Caleb M Fundanga: Governor of the Bank of Zambia,

-Annual National Development Conference of The Zambia Institute for Policy Analysis and Research, Lusaka.

4.

Beyond Compliance-The Guardian Role of Company Secretaries in Ethics and Governance

-The Hong Kong Business Ethics Development Centre.

5.

Best Practice Guide- Duties of a Company Secretary

-

Montego Data (1997-2016).

Limited

» About the Author Fellow Member of the Institute

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CHARTERED SECRETARIES FOR NATIONAL COMPETITIVENESS: ANALYSIS OF PILLAR 1 - Md. Shiful Islam ACS

I

The obvious relationship between national competitiveness and economic development of a country is talked and discussed highly in today’s world. The concept "National Competitiveness" examines the ability of a national economy to grow. It is measured by a set of factors, policies, and institutions that determine a country's level of productivity.

National Competitiveness is central to a given country's ability to increase its quality of life.

Increased productivity results in higher yields on national investment, which in turn generates growth. Economic growth is a key factor in improving quality of life.

In today’s global village how a country will survive and compete with others depends on its competitiveness.

Country competitiveness has become a central theme for both developed and developing nations. Once we talk about competitiveness of a nations, various factors come to our mind such as the strength of its public and private institutions, the quality of their infrastructure, their macroeconomic base, education, health, market efficiency, financial market development, and their state of

July - September 2017

bureaucracy and transaction costs and flows, among others.

These factors contribute to prepare reports that benchmark performance and attractiveness of nation states in the economic sphere.

goods market efficiency, labor market efficiency, financial market development, technological readiness, market size, business sophistication, and innovation. These pillars are in turn organized into three sub-indexes: basic requirements, This year Bangladesh achieved a efficiency enhancers, and significant improvement in the innovation and sophistication Global Competitiveness Index factors. The three sub-indexes are (GCI). For the first time given different weights in the calculation of the THE INSTITUTIONAL ENVIRONMENT overall Index, depending on OF A COUNTRY DEPENDS ON THE each economy’s stage of EFFICIENCY AND THE BEHAVIOR OF development. The three BOTH PUBLIC AND PRIVATE sub-indexes are given STAKEHOLDERS. different weights in the calculation of the overall Index. It should be mentioned Bangladesh set it to the top 100. here that the basic requirement Bangladesh has been ranked 99 index gets most weight. Here the out of 137 countries in the Global analysis goes on only the basic Competitiveness Index (GCI) requirement sub-index 2017-2018 by the World particularly on the Pillar 1: Economic Forum (WEF). Institutions.

Switzerland, United States and Singapore took the top three Choosing pillar 1 among the places in the WEF’s 2017-1018 twelve could be justified as suchGlobal Competitiveness Report, basic requirements should be released on September 27, 2017. fulfilled first for its logical consequence, pillar 1 indirectly To prepare the report WEF takes contributes in obtaining good into consideration a big pool of score in all other pillars in GCI. performance state or performance indicators. These The word ‘institution’ has different indicators are grouped into 12 meanings for different persons. In pillars: institutions, infrastructure, his Economic Institutions of macroeconomic environment, Capitalism, Oliver Williamson health and primary education, defined institutions as alternative higher education and training, organizational mechanisms:

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« markets, hybrids and hierarchies.

John R. Common viewed institutions as established societal organizations, or ‘going concerns’, which included inter alia universities, labor unions, churches, political parties and the government. Douglass North’s (1990) definition includes three major elements that shape the political, economic and social interaction of economic agents: informal behavioral constraints and incentives (values, customs, traditions etc.), formal rules (constitutions, laws, regulations and contracts) and their enforcement (North 1990).

The institutional environment of a country depends on the efficiency and the behavior of both public and private stakeholders. The legal and administrative framework within which individuals, firms, and governments interact determines the quality of the public institutions of a country and has a strong bearing on competitiveness and growth. It influences investment decisions and the organization of production and plays a key role in the ways in which societies distribute the benefits and bear the costs of development

Indexes/country Rank in the competitiveness report

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strategies and policies. Good private institutions are also important for the sound and sustainable development of an economy.

A comparative statement of scores obtained against each sub-indexes of institutions as scored by Switzerland (the top country in GCI), Singapore (holds third position and top in Asia) and Bangladesh can be portrayed here: The issue of institutional development has come to prominence during the last

Switzerland 1

Singapore 3

Bangladesh 99

4

2

107

1. Property rights

2

3

85

2. Intellectual property protection

1

4

124

3. Diversion of public funds

8

4

75

4. Public trust in politicians

9

1

100

5. Irregular payments and bribes

8

3

126

6. Judicial independence

4

19

95

7. Favoritism in decisions of government officials

8

1

106

8. Efficiency of government spending

9

2

66

9. Burden of government regulation

6

1

78

10. Efficiency of legal framework in settling disputes

3

1

97

11. Efficiency of legal framework in challenging regulations

2

16

84

12. Transparency of government policymaking

3

2

91

13. Business costs of terrorism

30

48

115

14. Business costs of crime and violence

13

6

104

15. Organized crime

12

5

98

16. Reliability of police services

2

3

117

17. Ethical behavior of firms

4

3

106

18. Strength of auditing and reporting standards

7

3

120

19. Efficacy of corporate boards

7

10

115

20. Protection of minority shareholders’ interests

13

4

120

21. Strength of investor protection 0-10 (best)

90

1

66

Rank in Institutions index Sub-indexes of Pillar 1 (Institutions):

42

July - September 2017

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decade or so. However, there are still some important knowledge gaps and recognition gap that need to be filled if we really want our institutional environment contributing to economic development. From the above table portrayed, it is clear that we do have lot of rooms for further improvement and at the same time it should be claimed as an opportunity in the sphere of competitiveness. Therefore, the government should build up collaborative and participative relations with different agency, body, each and every institutions of the country.

The profession of chartered secretaries might have a brilliant role in the development of institutions contributing in the sphere of each sub-indexes of the pillar 1. ICSB flattered its flag with uphold the profession of chartered secretary, corporate governance in particular.

Definitely once we can ensure the governance of all institutions in an all-inclusive mode we will have a better score in every sub-indexes of Pillar 1.

July - September 2017

Researchers and consultants around the globe are now recognizing and advocating for more strategic and governance role from the profession of chartered secretary. Deloitte very properly stated that the role of the company secretary has developed into much more than the basic statutory requirements.

Most notably, the responsibility for developing and implementing processes to promote and sustain good corporate governance has fallen largely within the remit of the company secretary. This is recognized in both the UK Code of Corporate Governance (which has been adopted by the Irish Stock Exchange through the Irish Annex) and the FRC Guidance on Board Effectiveness.

The government of Bangladesh passed the Chartered Secretaries Act 2010 on June 16, 2010 with a view to develop, promote and control the profession of chartered secretaries.

This decision was timely and very important for sustainable development of the nation. This act gave birth to an institute

named the Institute of Chartered Secretaries of Bangladesh which in its various courses of actions playing role for the development of corporate governance.

Bangladesh in its visionary journey towards reaching a middle income country as well as a competitive economy should encourage, promote the profession of chartered secretary and even where applicable should ensure more participative and collaborative role from the Institute to have a better competitiveness of Bangladesh.

Source a.

http://www.un.org

b.

http://www.weforum.org

c.

http://reut-institute.org

d.

www2.deloitte.com

Âť About the Author Associate Member of the Institute

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Article

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THE ROLE OF CHARTERED SECRETARIES IN THE SOCIO-ECONOMY OF BANGLADESH - Dr. Md. Rashedul Azim ACS

R

oles & Responsibilities

Today a Chartered Secretary is a high ranking professional basically trained to uphold the highest standards of corporate governance, effective operations, compliance and administration.

Chartered Secretaries are the primary source of advice on the conduct of business. This competence spans the whole gamut of business expertise including but not limited to business administration and management, legal advice on conflicts of interest, accounting advice, the development of strategy and corporate planning.

Corporate Governance is essentially an approach of managing efficiently and prudently all the activities of a company, in order to make the business viable, stable, survive and realize the objectives of the shareholders in specific terms and stakeholders in general.With the advent of Corporate Governance discipline and its ever expanding role and continued relevance in the commercial and business world, Chartered Secretaries have become extremely engaged in the dynamics of this fledgling subject to the extent that they have become reliable and primary source of advice.

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Some of the main rules of a Company Secretary are to maintain the company accounts, file annual returns and to carry out the responsibilities from the articles of association. They also need to keep up to date and undergo continuous interaction with the relevant regulatory authorities for example the Bangladesh Securities Exchange Commission (BSEC) and the

 Ensuring the company letterhead has the correct details etc.

 Maintaining registers;

 Creating a statement of affairs in a winding up or receivership;

A Company Secretary needs to be a quick thinker as they are expected to provide advice and the current legislation independently to the directors, shareholders and all relevant third parties. One of their duties is to ensure that the company is compliant with such regulations, directors and TODAY A CHARTERED SECRETARY IS shareholders are kept up to A HIGH RANKING PROFESSIONAL BASICALLY TRAINED TO UPHOLD THE speed with these HIGHEST STANDARDS OF regulations and acting CORPORATE GOVERNANCE, within the guidelines. There EFFECTIVE OPERATIONS, are also a number of COMPLIANCE AND ADMINISTRATION. statutory duties set out by the Companies Act that Register of Joint Stock Companies Company Secretaries manage: (RJSC) etc. A Company Secretary can have administrative duties  Signing the annual return; which include the following:  Certifying financial statements attached to the  Keeping minutes of general annual return; and board meeting; the

company

 Filing documents with the Companies Registration Office within the specified time frame;  Communicating with all members of the company;  Providing administrative and legal support to directors;  Administering share transfers;

 Signing relevant application / statutory declaration when re-registering a company as a different type of company;  Creating a statutory declaration required for a public limited company before it may carry on business.

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An interesting point in relation to these duties is that there is no legal requirement for a person acting as Company Secretary in Bangladesh, to have acquired professional qualifications or in fact have any previous experience. This would obviously be focused on companies of smaller scale.

However there are legal obligations in place for the employment of a Company Secretary within a publicly traded company. It is fundamental for the secretary to demonstrate to their directors that they hold an appropriate knowledge and have the ability to meet all of the requirements of the role. S/he may be qualified by way of membership of the Institute of Chartered Secretaries of Bangladesh (ICSB), this is the qualification purposely offered to Company Secretaries. Chartered Secretaries work as Chairs, Chief Executives and non-Executive Directors, along with Executives and Company Secretaries.

Corporate Goverance Audit I have taken the pains to state the above facts to serve as the background for making a case for Chartered Secretaries to be charged with exclusive statutorily responsibility of Corporate Governance auditing in Bangladesh.

This is by no means a seminal proposition, the Institute of Company Secretaries of India (ICSI) which like ICSB in Bangladesh, is an offshoot of the parent body ICSA in London, has already blazed the trail in this July - September 2017

direction. India has bestowed the exclusive right on Corporate Governance audit of Indian companies on Chartered Secretaries.

This was done through the amendments incorporated into its Companies Act which replaced the old Companies Act of 1984.

Under this Act, just like in the traditional financial auditing, where auditors audit the books of accounts of the company and report their findings on the affairs of the company to the shareholders, Chartered Secretaries now conduct what is called “Secretarial audit” into the affairs of the company and asses it and then issue a report.

Secretarial Audit is a process to check compliance with the provisions of various laws and rules/regulations/procedures, including maintenance of books, records etc. conducted by an independent professional to ensure, legal, regulatory, procedural as well as due process is followed. It is therefore a veritable tool for effective governance.

In a nutshell, the objective of this innovation is to foster greater observance of Corporate Governance principles by companies. By the same token, Bangladesh may toe this line by making “governance audit” conducted by Chartered Secretaries mandatory for every listed company.

The gains accruable from imbibing the culture of Corporate Governance audit are obviously enormous, not only will it actuate companies and businesses to

strive towards observance of good practices; it will also give existing and potential shareholders the benchmarks for assessing the performance of organizations. In a nutshell, although controversially, this writer ventures to think Chartered Secretaries are good candidates for exclusive CG auditing and that Bangladesh will gain by emulating India which has exclusively bestowed, through statutory empowerment, the practice of Corporate Governance audit on Chartered Secretaries.

Conclusion The importance of effective corporate governance continues to be a critical element in today’s economic environment and business environment, as we continue to move forward and learn from the mistakes of the past as highlighted in the most recent global financial crisis. As a result we are seeing an increased focus on the role of the company secretary in Bangladesh. Under the current provisions of the Companies Acts, every company is legally required to have a Company Secretary appointed to be an “officer” of the company.

Their role also involves being the communicator, the facilitator and the legal advisor to the board or to the companies’ shareholders.

This specialized role of the modern company secretary has emerged, and continues to emerge, as one of the key governance professionals within the organization for the sustainable economic development in Bangladesh. » About the Author Associate Member of the Institute

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CONTRIBUTORY ROLES OF CHARTERED SECRETARIES IN CORPORATE WORLD AND NATIONAL ECONOMY - Babul Meah ACS

C

hartered Secretary is a profession which begins in England with the advent of Institute of Secretaries in 1891 with its essential focus then being training and nurturing a relatively new profession group.

Corporate secretaries had then emerged to render professional service to companies in the then rapidly industrializing England. It is being regarded as a very high ranking profession. Chartered secretary is considered the most competent person to uphold the highest standard of corporate governance, effective operation, compliance and administration. Corporate Governance an approach of managing efficiently and prudently all the activities of a company in order to make the business viable, stable, survive and realize the objectives of the shareholders in specific terms and stakeholders in general. With the advent of corporate governance discipline and its ever expanding role and continued relevance in the commercial and business world, chartered secretaries have extremely engaged in the dynamic of this fledgling subject to the extent that they have become reliable and primary source of advice while have over the years, collectively constituted the leading global voice on

46

corporate principle. The basic contribution of the chartered secretary to our economy is mostly related to the practice and development of corporate governance in business, industry, service sector and economy as a whole. There are a lot of ways in which a Chartered Secretary contributes in improving and developing the economy which can be enumerated as under:

Role as an auditor: Chartered Secretaries now conduct what is called “Secretarial audit” into the affairs of the company and asses it and then issue a report.

Secretarial Audit is a process to check compliance with the provisions of various laws and rules/regulations/procedures, including maintenance of books, records etc. conducted by an independent professional to ensure, legal, regulatory, procedural as well as due CHARTERED SECRETARY IS process is followed. It is, CONSIDERED THE MOST COMPETENT therefore, a veritable tool for effective governance.

PERSON TO UPHOLD THE HIGHEST This also ensures that the STANDARD OF CORPORATE entity is working in a proper GOVERNANCE, EFFECTIVE way or not.

OPERATION, COMPLIANCE AND ADMINISTRATION.

Role as an Advisor to the Government

Role as a Catalyst to Good Governance Chartered Secretaries play a significant role to promote effective corporate governance in the following areas: (a) Corporate management.

compliance

(b) Disclosures to stakeholders. (c) Compliance of securities laws. (d) Corporate responsibilities.

social

The ICSB regularly advises the Govt. on various matters relating to formulation, modernization and amendment of Company laws, Securities laws, Banking laws, Insurance laws, Taxation laws, trust laws and any other corporate laws.

Role to Protect Stakeholders’ Interest Company secretaries align the interests of different parties around a boardroom table, facilitate dialogue, gather and

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assimilate relevant information, and enable effective decision-making.

Role as a Human Capital Developer Bangladesh is classified among the next eleven (11) emerging market economies and frontier market. The financial sector of Bangladesh is the second largest in the sub-continent. To stimulate and support this economic growth trend, it is highly important to ensure availability of required efficient professionals. Institute of Chartered Secretaries (ICSB) has been playing a vital role through the depth and breadth of the initial course offering, training and the continuing professional development programme that enables the member of ICSB to acquire knowledge and expertise, and apply the same in all sectors of our economy.

Role in Economic Development and Progress The Corporation, which is the principal organ through which business is transacted, has a vital role to play in promoting economic development and social progress. It is the engine of growth and increasingly responsible for providing employment, public and private services, goods and infrastructure. The efficiency and accountability of the corporation is now a matter of both private and public interest, and corporate governance has thereby become an issue on worldwide importance. Chartered Secretary being the primary agent of promoting good corporate July - September 2017

governance has been entrusted with the responsibility that the company adheres to the code of best practice for corporate governance.

Significant role in Corporate Social Responsibility (CSR) Formulation and Implementation CSR is an effective tool for the well-balanced growth and development of a nation.

Corporate Secretaries make a considerable contribution to Corporate Social Responsibility (CSR) processes by the nature of the positions and responsibilities they hold in organizations.

Role in Attracting Investment According to (Ssekandi, 2012) good corporate governance is necessary in order to attract investors and assure them that their investments will be secure and efficiently managed in a transparent and accountable manner. It also helps in creating competitive and efficient companies and business enterprises as well as in enhancing accountability and performance of those entrusted to manage corporations. Without efficient companies or business enterprises, the country will not create wealth or employment and consequently, companies will stagnate and collapse. If business enterprises do not prosper, there will be no economic growth, no employment, no taxes paid and invariable the country will not develop. The country needs well governed and managed business enterprises that can attract

investments, create jobs and wealth and remain viable, sustainable and competitive in the global market place. Good corporate governance, therefore, becomes a prerequisite to national economic development.

Company Secretary plays a role in enhancing corporate governance practices such as facilitating the smooth operation of the company’s decision making and reporting mechanism, convening board, committee meetings and Annual General Meetings are held in accordance with the requirements of the Companies Act and the company’s Articles of Association among others.

Role as a Government Revenue Collector Chartered Secretaries help the government in revenue collection and finds out any non-compliance if any committed by entities.

The role of the Chartered Secretary is growing to include the traditional Company Secretary function (with all the attendant, modern, grueling and complex duties – in private and public companies, as well as national and local state departments), all levels of company and departmental administrator, risk manager, compliance officer, line manager and financial manager.

The Chartered Secretary is the proprietor of a range of successful businesses: as Accounting Officers for Close Corporations and micro-finance agents, they are at home as estate agents, property and insurance brokers, and various other consultants, such as educational practitioners and assessors.

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48

Sources 1.

2.

Publications and Journals of Institute of Chartered Secretaries of Bangladesh (ICSB) Publication- The role of company Secretary in Corporate Governance in Kenyan listed companies by MAINA CAROLINE WANJIKU

« Taken all together, the Chartered Secretaries profession is contributing a lot to the economy.

Chartered Secretaries working across the diverse sectors in public, private and not-for-profit organization and they have contributed significantly to their organization and by extension, to the growth of national economy, through their expertise.

Article

3.

Chartered Southern Membership 09/2014

Secretaries Africa – Handbook

4.

Internet.

» About the Author Associate Member of the Institute

July - September 2017

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Notification

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Notes

July - September 2017

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

C.S.

ADMISSION NOTICE JANUARY-JUNE

IF 2018 SESSION YOU ARE WILLING TO PREPARE YOURSELF FOR A CHALLENGING AND REWARDING PROFESSION ‘CHARTERED SECRETARY’ (CS) IS THE RIGHT CHOICE FOR YOU. THE CHARTERED SECRETARY IS THE GLOBAL REQUISITE QUALIFICATION TO BECOME A COMPANY SECRETARY.

ADMISSION IN FOUNDATION LEVEL Application in prescribed forms are invited from Graduates other than business background and business graduates with less than 6 points for undertaking a Foundation Course for (Six) months for January-June, 2018 Session. After passing they will be automatically eligible for enrollment in Executive Level-I course in the subsequent semester.

ADMISSION IN CS EXECUTIVE LEVEL-I Applications in prescribed forms are invited from the business graduates or MBA/MBM/MBS/CA/ACCA/CMA who are interested to pursue the CS Course for enrollment in its Executive Level-I of January-June, 2018 Session.

DATE OF APPLICATION & ADMISSION TEST

MINIMUM ELIGIBILITY

- Dec 2, 2017 to Dec 20, 2017 Application form is available from Last date of submission of application - December 24, 2017 (Original Certificates must be shown at the form submission time) Admission Test (Friday) - December 29, 2017 University Graduate with 6 points (1st Div.=3, 2nd Div.=2, 3rd Div.=1) or equivalent CGPA. A-Level qualified with business graduate may also apply.

Tk.20,650 Tk. 1,000 FEES FOR FOUNDATION LEVEL Tuition fees for Foundation Level Tk.15, 000 Application Form and Students’ Handbook Tk. 1,000 CLASS TIMINGS Day Shift: 8.30am to 5.00pm (Friday & Saturday) FOR EXECUTIVE LEVEL-I Evening: 6.30pm to 9.30pm (4 Days in a week) COURSE DURATION Total 5 Semesters (excluding Foundation Course) of 6 months each.

FEES FOR EXECUTIVE LEVEL-I

Tuition fees for Executive Level - I

Application Form and Students’ Handbook

For further information, please contact

INSTITUTE OF CHARTERED SECRETARIES OF BANGLADESH Padma Life Tower (8th Floor), 115, Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka-1000 Tel: 880-2-933 6901, 4934 9578 /101 & 105 Mobile: 01708 030804, E-mail: dy.secy@icsb.edu.bd, education@icsb.edu.bd Please note that Admission Forms are also available at ICSB Website www. icsb.edu.bd