ICSB Journal (July-December 2014)

Cell: +88 01794 550916 Volume : XVI

Issue : 3

July-December 2014

CHANGE MANAGEMENT

Institute of Chartered Secretaries of Bangladesh (ICSB)

THE COUNCIL 2013-2016

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 Asad Ullah FCS M. Naseemul Hye FCS Md. Monirul Alam FCS Mohammad Bul Hasan FCS Mohammad Sanaullah FCS Itrat Husain FCS N.G. Chakraborty FCS Md. Shahid Farooqui FCS Md. Azizur Rahman FCS Md. Selim Reza FCS M. Nurul Alam FCS Hossain Sadat FCS A.T.M. Tahmiduzzaman ACS Md. Shawkat Ali Waresi Additional Secretary, GoB Md. Ekhlasur Rahman Joint Secretary, GoB Nasreen Begum Additional Secretary, GoB Prof. Md. Helal Uddin Nizami Commissioner, BSEC Bijon Kumar Baishya Registrar, RJSC, GoB Editor Itrat Husain FCS Members Mohammad Sanaullah FCS Md. Shahid Farooqui FCS Hossain Sadat FCS Prof. Dr. Feroz Iqbal Faruque FCS Kazi Ashiqur Rahman FCS Md. Shiful Islam ACS For Students : per copy Tk. 100; per year Tk. 350 Others : per copy Tk. 150; per year Tk. 560

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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

The Council 2013-2016

3

Editorial

4

Message from the President

5

Institute News

7

National Award for CGA 2013

27

5th National Convention 2014

30

5th Convocation 2014

33

ARTICLES Managing Change Management - Prof Dr Feroz I. Faruque FCS

35

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

Resistance to Change: Myth and Reality - Md. Shiful Islam ACS

38

Published by Institute of Chartered Secretaries of Bangladesh

Methodologies and Failure in Implementing Change Management - Hasan Muhommod Sabbir

41

Administrative Ministry Ministry of Commerce Government of the People’s Republic of Bangladesh

Changing Trends in Supply Chain Management - Razia Sultana Lubna

47

Expansion of area of tax net to earn more revenue - Malik Muntasir Reza

51

Notifications

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

Office Padma Life Tower (8th Floor) 115 Kazi Nazrul Islam Avenue Bangla Motor, GPO Box No. 3100 Dhaka-1000, Bangladesh Phone Fax E-mail Web

: : : :

+880 2 933 9957, 933 4878, 935 6972, 831 5338 +880 2 933 9957 secretary@icsb.edu.bd, icsb@icsb.edu.bd www.icsb.edu.bd

Campus Padma Life Tower (7th Floor) 115 Kazi Nazrul Islam Avenue Bangla Motor, GPO Box No. 3100 Dhaka-1000, Bangladesh Phone : +880 2 934 9578, 933 6901

THE COUNCIL 2013-2016

July-December 2014

3

EDITORIAL Risk reduction through Change Management

this issue...

C

hange management is the process of implementing major changes in IT, business processes, organisation structures, job assignments, etc. to reduce the risks and costs of an organization and as a consequence optimize benefits in the long run.

Change is sometimes necessary to ensure the growth of an organization. For this a fresh analysis of the organisation and its problems is required. It must be unbiased with total support and commitment of the management including allocations of funds for the project.

Some of the areas of investigation have been mentioned above and each has to be examined in detail. It is by no means an easy task as there will always be suspicion and resistance to change. Therefore some “PR� work is advised, prior to the commencement of the project, to assure everyone that any changes made would be in the greater interest of the organization which would benefit everyone in the long run.

January

Volume

: XVI

2014 - March

Issue : 1

visualization

team

marketing

marketing

conceptual

ent managem team work

professional

definition

team

A review prior to the changes may include the following: - Present organization structure - Reporting structures and authority levels - Personalities involved - Reasons for bottlenecks/slow decision making - Information flow - Financial structures - Internal Control System - Potential for growth

changes. Through this process it is probable that potential future leaders can also be identified.

Similar techniques can be applied to all the other areas such as IT, Supply Chain Management, Production Processes, etc.

Therefore the whole process of recommendation could take several months followed by many more months of implementation.

The prime objective of Change management would be to bring about synergy and significant changes to the way certain jobs, assignments or processes are structured currently so that ultimately the organisation can increase its effectiveness and create value for the shareholders.

It is a daunting task which requires patience and commitment. It can be considered for large organisations who have the potential for growth but are unable to do so. It is not very common but some conglomerates in Bangladesh have attempted it. Others may think about it.

Itrat Husain FCMA, FCS Editor

After a detailed study and analysis followed by discussions with several employees and decision makers, a preliminary report can be prepared for further improvement and recommending

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July-December 2014

MESSAGE FROM THE PRESIDENT New Beginning New Hope

D

ear Professional Colleagues, Assalamualaikum-wa-Rahmatullahe-wa-Barkatuhu,

With utmost pleasure I would like to inform you that the 4th Annual General Meeting (AGM) of the Institute was held on Saturday, July 12, 2014 at Hotel Purbani International Ltd., Dilkusha, Dhaka. This year’s AGM was an excellent opportunity for me to spend some exclusive time with our Members to get to know them better and also understand their concerns. The Council Report of 2013 highlighting our achievements was placed at the AGM and that was seriously reviewed, considered and approved. This is what I feel is the essence of good governance culture that the Council though elected for three years are actually subject to accountability every year in the AGM to Members and that helps to keep the Institute activities on the right track. The Members also approved the Audited Financial Statements of the Institute for the year ended December 31, 2013.

As AGM this time fell in the month of holy Ramadhan, the AGM was followed by Milad, Doa-Mahfil and Holy Iftar wherein all prayed for the welfare of the Members as well as for the development of the Institute in the years ahead.

DEAR COLLEAGUES, It has been a very challenging yet interesting start for this Council in September 2013 and it has been an outstanding second year for us also as we are trying sincerely to take this Institute to an elevated level of excellence step by step. Some of the most important issues that ICSB has been dealing with on the third quarter of the year are mentioned as follows: 34TH BATCH ADMISSION The admission for the 34th batch of Students of Institute of Chartered Secretaries of Bangladesh (ICSB) (July-December, 2014 Session) began from the second half of June, 2014. There was a positive response from professionals as well as freshly graduated students alike in the collection of forms and enrolling for the examination for admission.

SHIFTING OF THE CAMPUS–CUM- OFFICE TO NEW ADDRESS As you know that there is a growing demand for Chartered Secretary Profession both at home and abroad and with our existing facilities it was very difficult for us to accommodate increasing number of students in the Institute. Moreover our Office and Campus were at two different places causing a lack of coordination in the work process. We were seriously contemplating to go for a

July-December 2014

combined office–cumcampus space at a strategically suitable location in the city like the other two professional Institutes. It is my utmost pleasure to share with you that we have overcome our limitations and moved to a suitable place and our Office cum Campus have already been shifted to Padma Life Tower (7th & 8th Floors), 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka-1000.

The inauguration ceremony of the new office-cum-campus was held on September 09, 2014 through a Doa and Milad Mahfil. On that day also Orientation Program of 34th Batch regular course for July-December 2014 was held.

LAND PURCHASE AT AFTAB NAGAR As you know we tried our level best to procure a land from the Government for building our own office-cum-campus. Since time is running out and we are in dire need of our own campus for constructing a state of the art office-cum-campus complex, we have already purchased 10 kathas of land at Aftab Nagar, Dhaka at a value of TK. 12 crores through a loan arrangement of TK. 8 crore from Dutch-Bangla Bank Ltd. and TK. 4 crore from our own fund. The Deed of Registration as well as other relevant documents was signed in presence of the land seller, concerned Sub-registrar and the Dutch Bangla Bank’s representatives. We have already approached Ministry of Commerce and Ministry of Finance, Govt of Bangladesh for a grant of TK. 40 crores for the construction work. I hope, In shaa Allah, if we can succeed, this would be an icon of seat of learning at a place which would be most suitable for running a campus.

MEETING WITH HON’BLE COMMERCE MINISTER AND HON’BLE FINANCE MINISTER On July 9, 2014, the Council Members and myself made a courtesy call on meeting with Tofail Ahmed M.P., Hon’ble Commerce Minister and briefed him on the various activities that we undertook for professional development of our Institute. We also apprised him of our future plan for having our own Campus on the aforesaid land. Hon’ble Commerce Minister assured to provide us all possible help from his Ministry, so that we can have our own campus.

On August 12, 2014, I along with some of the Council Members, held a meeting with Abul Maal Abdul Muhith, M.P., Hon’ble Finance Minister and apprised him of the different initiatives undertaken for upgrading professional skill and ensuring corporate governance in the corporate sector of Bangladesh. Hon’ble Finance Minister also assured us about fullest support from his Ministry for further development tasks of ICSB.

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« ICSB NATIONAL AWARD FOR CORPORATE GOVERNANCE EXCELLENCE, 2013 You are aware that this is for the first time that our Institute has introduced National Award for Corporate Governance Excellence, 2013 for the listed Companies of Bangladesh and the awards were presented to the winners by Hon’ble Chief Guest Abul Maal Abdul Muhith, M.P, Minister, Ministry of Finance, Govt. of Bangladesh to 15 Companies in 5 categories adjudged by the 5 Members Independent Jury Board headed by Dr. A B Mirza Md. Azizul Islam, constituted by the Council. The ceremony was held at the Bangabandu International Conference Center(BICC), Dhaka on December 04, 2014 in a befitting manner. A large number of participants from home and abroad attended the programmme. We observed that by holding this programmme a tremendous awareness was created in the corporate sector of the country and that the Institute as well as the profession took a step forward to face the challenge of 21st Century.

There is no denying the fact that corporate governance got importance after accounting scandal of Enron Corporation and WorldCom of America in 2001. After their fall, the economy of America and entire Europe was seriously hit and followed the crash later in 2008. This affected the world economy and crashed many stock markets of the world- one after another. After that, the developed countries realized the seriousness of corporate governance and readdressed the entire corporate governance scenario and took hundreds of measures to ensure corporate governance for their listed companies. Our attempt to work relentlessly for Corporate Governance will surely usher in an era of ethical corporate culture in our economy, I firmly believe.

I am happy to announce that In Shaa Allah, the ICSB National Award for Corporate Governance Excellence will be conferred annually to public listed companies adjudged by the Jury Board as a front-runner in adhering to the Corporate Governance norms in reality with a view to recognizing leadership efforts of corporate board in practicing the corporate governance principles, motivating the corporate in focusing CG practices in their functioning and implementing Corporate Governance norms in true spirit.

5TH NATIONAL CONVENTION 2014 Corporate Governance and Leadership can find opportunity in the newer challenges it faces with business world emerging through the current storm of change and crisis. Corporate Governance not only builds business positively, but also develops society in a healthy manner. It is with this view in mind in our recently held 5th National Convention 2014 at Bangabandhu International Conference Centre (BICC) on December 05, 2014 we chose the theme “Corporate Leadership: Enhancing Governing Excellence” wherein Honorable Commerce Minister Tofail Ahmed, MP remained as Chief Guest.

In the National Convention, three technical papers were presented on the following three important sub-themes:

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Message from the President

(i) Ethical Leadership promotes Governing Excellence; (ii) Leading Effective Boards-Ensuring Governance; (iii) The Changing Role of Company Secretary from Compliance to Governance.

We all know that businesses have to make profit in order to create wealth. But the way in which businesses are governed, and the relationships between management, the board, shareholders and stakeholders impact on many of the challenges faced by society as a whole. The purpose of corporations therefore is more than just maximizing profits and wealth; the well-being of all stakeholders should be considered. Chartered/ Company Secretaries help Corporations to be compliant on this focused area professionally and efficiently.

5TH CONVOCATION 2014 I am very delighted to mantion that also on the auspicious occasion of the 5th Convocation of the Institute of the Chartered Secretaries of Bangladesh (ICSB) was held on December 5, 2014 afternoon, wherein Mr. Faruq Ahmed Siddiqi, Ex-Chairman, Bangladesh Securities and Exchange Commission attended as Chief Guest while Professor Dr. A A M S Arefin Siddique, Vice-Chancellor, Dhaka University remained as Convocation Speaker and representative from Institute of Company Secretaries of India (ICSI), Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) spoke as special guests to enrich and enliven the whole Convocation program. I congratulate all our graduates who have completed their professional examinations and internship successfully. Today I would l like to remind them that attaining the ICSB qualification does not end their learning process. In fact they are starting on a new phase where learning increases in intensity, depth and scope.

CONCLUSION I am extremely delighted the way our Members are extending their positive support and cooperation in our efforts to uplift the Institute to a level of utmost excellence both infrastructural and qualitatively. I express my sincere thanks and gratitude to the Members of the Institute who worked hard to hold the ICSB National Award for Corporate Governance Excellence 2013, 5th Convention and 5th Convocation of the Institute which earned much praise at home and abroad; without their active support and co-operations it would not have been possible to hold such mega programs so nicely. Our zeal and indomitable endeavors will surely bring us desired results and ICSB shall attain its professional height for welfare of not only the Members but also for the corporate sector as well.

Kindest Regards,

Mohammad Asad Ullah FCS President July-December 2014

INSTITUTE NEWS July - December 2014

T

he 3rd & 4th quarters (July – September & October – December) of the year 2014 were quite significant for the Institute.

MEETINGS INTERNAL Council Meeting During the 3rd quarter, the Council met on August 21 & September 10, 2014 in which following major decisions were taken: • Approved the results of different levels of the Institute’s Examination, January-June 2014 Session.

• Decided to introduce Training Programme like before.

• Approved the recommendation of the Education Committee.

quarter besides the Standing Committee Meetings:

• Reviewed the works done by Architect Idea, Interior Designer, for new office –cum-campus at Padma Life Tower.

• Dhaka Regional Chapter Sub Committee met on August 13& November 15, 2014

• Approved the report of the Examination Committee.

• Reviewed the progress of 5th National Convention 2014, Convocation and ICSB National Award for Corporate Governance Excellence 2013.

• Approved the report of the Membership & Registration Committee.

Standing Committee Meetings

• Approved the report of the Organizing Committee for holding the National Convention, 5th Convocation and ICSB National Award for Corporate Governance Excellence 2013.

The following Standing Committee Meetings were held during the two quarters:

• Reviewed the situation of the Aftabnagar Land issue and a strategy for facing the legal issues was drawn up.

• The Education Committee met on August 13 & November 8, 2014

• Reviewed the progress of works for shifting Office-cum-Campus to Padma Life Tower, Bangla Motor.

During the 4th quarter, the Council met on December 01, 2014 wherein following major decisions were taken: • Reviewed the Financial Statement of the Institute for the quarter ending September 30, 2014.

July-December 2014

• The Executive Committee met on July 2, August 6, August 27 & November 23, 2014

• Examination Committee met on August 21 & November 19, 2014 • Audit Committee met on August 18 & December 22, 2014 • Membership & Registration Committee met on December 01, 2014 Meetings of Sub Committees under Executive Committee The following Sub-Committee Meetings were also held during the

• Corporate Governance Award Sub Committee met on August 12 and September 6 & October 23, 2014.

• Journal & Publication Sub Committee met on August 25 & October 18, D 2014

MEETING EXTERNAL Meeting with Honorable Commerce Minister Tofail Ahmed, MP The Council Members of the Institute of Chartered Secretaries of Bangladesh (ICSB) led by its President, Mohammad Asad Ullah FCS called on Tofail Ahmed, MP Hon’ble Minister, Ministry of Commerce, Government of Bangladesh on July 09, 2014. The President of the Institute introduced the Council Members to the Hon’ble Minister and apprised him about the various initiatives that ICSB undertook for professional development of its Members as well as the Institute’s future plans.

The President specially briefed the Hon’ble Minister about the introduction of ICSB National Award for Corporate Governance Excellence-2013 during its 5th National Convention and Convocation Programme on December 04 & 05, 2014 and invited him to be the chief guest on

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INSTITUTE NEWS

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Honorable Commerce Minister Tofail Ahmed, MP with the Members of ICSB Council the Convention day i.e December 05, 2014.

Honorable Commerce Minister gave a patient hearing to various activities of the Institute and gave consent to be the Chief Guest at the National Convention Program.

He appreciated the role of ICSB in promoting professionalism and development of the Company Secretaries profession in the country and also lauded ICSB’s international standard professional education for developing corporate governance and professionalism in corporate world. He assured that the Ministry of Commerce will do everything possible for further development of the profession in the country.

Council Members N. G. Chakraborty FCS, Md. Shahid Farooqui FCS, Md. Selim Reza FCS, Mohammad Nurul Alam FCS, A.T.M Tahmiduzzaman ACS, and Mustafa Mohiuddin, Secretary of the Institute were present during the meeting.

Meeting with Honorable Finance Minister, Abul Maal Abdul Muhith, MP

Mohammad Asad Ullah FCS, President of Institute of Chartered Secretaries of Bangladesh (ICSB) along with some of his elected Council Members met with Honorable Finance Minister, Abul Maal Abdul Muhith at his meeting room on August 12, 2014. The President expressed his sincerest thanks and gratitude to the past Government of Sheikh Hasina for passing the Chartered Secretaries Act -2010 that gave ICSB a legal footing as the recognized professional body under Ministry of Commerce for the development and enhancement of corporate governance in the corporate sector of the country.

The President also briefed the Hon’ble Minister about the introduction of ICSB National Award for Corporate Governance Excellence-2013 by ICSB during its 5th National Convention and Convocation Programme to be held on December 04 & 05, 2014 and invited him to be the chief guest on the occasion of Corporate Governance Award on December 4, 2014, to which the

The Council Members thanked the Hon’ble Minister for giving his valuable time and hoped that his continued support and guidance will help the Institute to move forward to achieve its objectives.

M. Naseemul Hye FCS, Senior Vice President of the Institute and

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Meeting of Honorable Finance Minister, Abul Maal Abdul Muhith, MP with the ICSB delegates

July-December 2014

INSTITUTE NEWS

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Honorable Finance Minister gave his consent.

Appreciating the role of ICSB in promoting professionalism and development of the Company Secretaries profession in the country, the Honorable Finance Minister assured that the Ministry of Finance will do everything possible for further development of the profession in the country. He also stressed that in order to inject professionalism and corporate governance in our capital market the role of Company Secretaries is of prime importance. He further reiterated the Government’s proactive role in facilitating development of the Institute like ICSB in greater national interest.

The Council Members thanked the Hon’ble Minister for giving his valuable time and hoped that his continued support and guidance will help the Institute to move forward to achieve its objectives.

Senior Vice President of the Institute M. Naseemul Hye FCS, Council Members Itrat Husain FCS, Md. Azizur Rahman FCS, M. Nurul Alam FCS, A. T. M. Tahmiduzzaman ACS and Secretary of the Institute Mustafa Mohiuddin were present during the Meeting.

proposed by the various organizations under Ministry of Commerce on August 4, 2014.

Additional Secretary, Ministry of Commerce Murtoza Reza Chowdhury ndc presided over the meeting held at his chamber. The Secretary highlighted onthe Proposed Development Projects of ICSB sent to the Ministry at the meeting. Two Projects of ICSB (construction of its own building and skill development programme) were accepted by Ministry of Commerce for sending them to Ministry of Planning.

ICSB President attended a discussion meeting held in view of Proposed Official Visit of the Prime Minister to Ministry of Commerce President of the Institute of Chartered Secretaries of Bangladesh (ICSB), Mohammad Asad Ullah FCS, attended a discussion meeting on August 06, 2014 at the Conference Room of Ministry of Commerce held under the chairmanship of Senior Secretary, Ministry of Commerce Hedayetullah Al Mamun. The

Meeting was arranged for stocktaking the activities of different organizations under Ministry of Commerce in view of forthcoming visit of Hon’ble Prime Minister to the Ministry of Commerce.

The President thanked the newly posted secretary of the Ministry of Commerce and highlighted on different activities undertaken by the Institute for promoting good governance and professional skill development in the arena of Corporate Management of the listed companies. He also thanked the Secretary for enhancing ICSB’s budget to the tune of TK. 75 lakh from this year (2014-2015).

4th AGM of Institute of Chartered Secretaries of Bangladesh held The 4th Annual General Meeting of the Institute of Chartered Secretaries of Bangladesh (ICSB) was held on Saturday, July 12, 2014, at Hotel Purbani International Ltd, Dhaka. The Meeting was chaired by the President of the Institute Mohammad Asad Ullah FCS. The President in his address tabled the Council Report of 2013 which has

ICSB attended Proposed Development Project Proforma (PDPP) meeting at the Conference Room of Ministry of Commerce Secretary of the Institute of Chartered Secretaries of Bangladesh (ICSB) attended Proposed Development Project Proforma (PDPP) meeting

July-December 2014

Mohammad Asad Ullah FCS, President of the Institute is presenting the Council Report of 2013

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INSTITUTE NEWS

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At the AGM, after the President’s Report of the Council for 2013, Mohammad Bul Hassan FCS, Treasurer, gave a power point presentation on the Audited Accounts of the Institute for the year ended December 31, 2013. The members approved the Council Report and the Audited Accounts of the Institute.

Members at the 4th Annual General Meetting seen remarkable achievements for the Institute. He highlighted on taking some initiatives for arranging adequate fund from the Government for the development activities of the Institute. He also disclosed that Members Group Insurance Coverage has been implemented and ICSB Members Benevolent Fund has also been established with the Deed of Trust duly registered in the Sub- Registrar Office, Dhaka. He urged upon the Members to contribute generously for Benevolent Fund so that major steps can be taken for the welfare of the Members. He also mentioned about the initiative taken by the Institute for purchasing a land for ICSB’s own Office-cum-Campus Complex. He declared ICSB’s initiative to introduce National Award for Corporate Governance Excellence 2013 during its ensuing 5th National Convention and Convocation Program in December, 2014.

The President in his report also highlighted on having more CPD Programs for professional

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development and ensuring state of the art service to the students for academic pursuit. He further mentioned that ICSB website has been upgraded and more official works have been brought under IT enabled services to serve Members better.

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

They also put forward their valuable suggestions for the development of the Institute. The Annual General Meeting was followed by a Doa-Mahfil and Iftar.

Shifting of the Office-cumCampus to Padma Life Insurance Building, Bangla Motor, Dhaka

The New Office-cum-Campus of ICSB at Padma Life Insurance Building, Bangla Motor, Dhaka

July-December 2014

INSTITUTE NEWS

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The Campus and Office of the Institute of Chartered Secretaries of Bangladesh (ICSB) has been shifted to Padma Life Insurance Building (7th and 8th floors) Bangla Motor, Dhaka in September, 2014.

The New Office-cum-Campus was inaugurated through a Doa and Milad Mahfil on September 09, 2014.The total rented area is 11266 square feet, each floor containing 5,633 square feet. The number of the class rooms as well as the accommodation of the students has been increased significantly in the new campus. All the class rooms, library, training room, faculty member’s room, and office rooms have been furnished with modern amenities including Air-Condition, Multi Media, etc. The building authority will also provide uninterrupted supply of power and water, lift and parking facilities. The interior decoration of the New Office-cum-Campus was completed as per approved design of ICSB authority through a reputed interior designing firm, ‘Architect Idea’.

Purchase of Land (10 Katha) by the Institute at Aftabnagar, Dhaka The Deed of Registration as well as other relevant documentations of purchasing the land (10 katha) for ICSB at Aftabnagar, Eastern Housing Limited, Dhakahas already been completed. The Deed of Registration was signed and executed by the President of the Institute, Mohammad Asad Ullah FCS on behalf of ICSB as buyer and Mohammad Abul Hashem as land seller. The deed was executed by a commission made at land site. The action taken by the President and July-December 2014

Vice-President in this respect was unanimously approved in the 24th Council Meeting held on December 7, 2013.

Vice President Md. Monirul Alam FCS, Treasurer, Mohammad Bul Hassan FCS, Council Members Md. Selim Reza FCS, M. Nurul Alam FCS, A. T. M. Tahmiduzzaman ACS were also present during the signing ceremony. A representative of Dutch Bangla Bank Ltd. who financed the purchase of the land was also present.

In order to build a State-of-the Art Office-cum-Campus Complex at the purchased land of Aftab Nagar, a Project Profile will be made and submitted to the Ministry of Commerce for approval and onward submission to Ministry of Finance for Government Funding.

For this purpose a Special Committee with M. Naseemul Hye FCS, Senior Vice President of the Institute as Chairman, Md. Monirul Alam FCS, Vice President of the Institute and Mohammad Bul Hassan FCS, Treasurer of the Institute as Members has been formed to design and develop the Project Profile.

Preparation for holding the upcoming programmes of the National Convention, 5th Convocation and CG Award of Excellence-2013: An Action Plan and Check-List to organize the programme has already been prepared. Meanwhile the Venue, Chief Guests, Special Guests, design of the Invitation Cards, Brochures and Souvenirs etc. have also been finalized.

A good number of Annual Reports of different categories for Corporate Governance Award of Excellence-2013 has been received and sent to the Chairman of Corporate Governance Award Sub Committee for further action.

Inauguration of Chartered Secretary 34th Batch of Students held The Orientation programme of the 34th Batch of Chartered Secretary Course of ICSB was held on Tuesday, September 09, 2014 at Padma Life Tower, 115 Nazrul Islam Avenue, Banglamotor, Dhaka. As many as 139 students who have been admitted in the regular

Mohammad Asad Ullah FCS, President of ICSB addressing the newly admitted students

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INSTITUTE NEWS

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RESULT OF THE CHARTERED SECRETARY EXAMINATION The Council of the Institute of Chartered Secretary of Bangladesh (ICSB) has announced the result of the Chartered Secretary (C.S) January – June Session-2014 Examination held in June, 2014.

Roll Nos. of the successful Candidates are as follows: Students of 34th Batch in their Orientation Programme course of Chartered Secretary for the Session July –December 2014 participated in the inauguration programme. The programme began with recitation from the Holy Qur’an.

Mohammad Asad Ullah FCS, President of ICSB, inaugurated the programme by welcoming the newly admitted students with his blessings, and urged them to strive for academic excellence, personal dignity, ethical values and social concerns. He also highlighted on the prospects of Chartered Secretary Profession, which has global demand not to speak of the demand within the country. He spoke about the greatly diverse opportunities for the profession in the emerging corporate sector of Bangladesh.

Terming the fresh students as ambassadors of ICSB, he also emphasized on the need of value addition, creativity and innovation in order to show brilliance in professional field and to set a solid platform for the future generation.

Among others, Md. Shahid Farooqui FCS, Chairman, Education

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Committee, Mohammad Sanaullah FCS, Immediate Past President & Chairman, Examination Committee, M. Naseemul Hye FCS, Senior Vice President and Md. Monirul Alam FCS, Vice President of the Institute, spoke in the occasion. They discussed about the significance of Company Secretaries to establish Corporate Governance and also corporate expectations from the new generation of management personnel. Terming ICSB’s academic syllabus as one of global standard, they also advised the students to be regular and attentive in classes.

Maintenance of corporate principles in adverse situations, need of team work in management have been the major advice to the students at the orientation programme.

On the very first day the students got the basic guidelines for adapting to challenging corporate sector and on the measures to achieve excellence through both academic pursuit and corporate experience.

The function was conducted by Mustafa Mohiuddin, Secretary of the Institute.

C.S. Executive Level-I: Roll No 002,003,004,005,009,015,017,018, 019,021,025,027,029,036,037,039, 041,043,044,045,049,050,053,05 4,058,059,061,062,065,067,072,07 3,080,082,084,086,089,090,091 and 093 Total- 40 (Forty) Only C.S. Executive Level-II: Roll No. 094,095,096,097,098,099,100,101, 102,103,104,105,106,107,109,110,113,1 14,115,116,123,126,129,131 and133 Total - 25 (Twenty Five) Only C.S. Inter. Level-II (Old): Roll No. 138,139,143,144,145,147,148,153,154,1 57,158,160,162,178,180,184,187,188,18 9,190,193,196,199,200,207,208,215, 216,219,220,222,224,225,226,227,2 28,229,231,233,234,235 and 236 Total- 42 (Forty Two) Only C.S. Inter. Qualified: Roll No. 237,238,239,240,241,242,243,244,2 45,252,254,255,256,258,260,261,2 62,264,266,268,270,273,274,278,2 79,280,281,289,291,292,294,297,29 8,300,301,303,304,305,309,312,31 4,315,319 and 321 Total - 44 (Forty Four) Only C.S. Final Group I: Roll No. F-02, F-03, F-04, F -08, F-10, F-13, F-19, F-21, F-25, F-29, F-30, F-33, F-36, F-37, F-38, F-39, F-40, F-41, F -42, F-44, F-45, F-46, F-50, F-51, and F-57 Total - 25 (Twenty Five) Only

July-December 2014

INSTITUTE NEWS

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C.S. Final Qualified: Roll No. & Name: Sl. Roll No

Name

01 F-58 Md. Khalilur Rahman 02 F-59 Santush Chandra Sarker 03 F-60 Md. RashedulAzim 04 F-62 Munshi Abu Naim 05 F-64 Md. Mijanur Rahman 06 F-65 Uttam Kumar Dey 07 F-66 Forhad Hossain Khandaker 08 F-70 Md. Rashedul Karim 09 F-73 Asadullah Mahmud 10 F-77 Monirul Islam 11 F-81 Md. Abdul Aziz 12 F-83 Md. Atiqul Islam 13 F-85 Mohammed Maruf Al Hasnat 14 F-87 Md. Mizanur Rahman 15 F-88 Md. Mehadi Hasan Mazumder 16 F-90 Nayamul Hoque 17 F-91 Md. Alauddin 18 F-95 Md. Abu Saeed 19 F-96 Md. Ashraful Anowar 20 F-100 Al-Mamun 21 F-101 Md. Shamibur Rahman 22 F-104 Mohammed Saifullah Total - 22 (Twenty Two) Only

MEETINGS OF THE ORGANIZING COMMITTEE First Meeting of the Organizing Committee The 1st Meeting of the Organizing Committee for ICSB National Award for Corporate Governance Excellence 2013, 5th National Convention & 5th Convocation, 2014 of the Institute was held on 30 April 2014. The Meeting was presided over by the President.

At the outset, the President briefed the background of organizing the

July-December 2014

National Convention and said that this practice was derived from Institute of Chartered Secretaries of India where all regional Members from different States congregate in the event and create a nationwide image about this event. He also proposed that the Corporate Governance Award may be combined with the Convention and Convocation.

Mohammad Bul Hassan FCS, Treasurer, also opined to integrate the Corporate Governance Award with National Convention and Convocation.

Mohammad Nurul Alam FCS, Council Member and Chairman of Corporate Governance Award Sub-Committee, proposed to combine Corporate Governance Award with National Convention & Convocation 2014. He further said that we are going to introduce Corporate Governance Award while ICMAB has given Corporate Award. So our program should be a bit in different dimension.

To form an Organizing Committee to hold the ICSB National Award for Corporate Governance Excellence, 5th National Convention & 5th Convocation, 2014 of the Institute, the Meeting discussed at length the proposal of the Organizing Committee given by the Chairman and decided that the following Members will be in the Organizing Committee.

Organizing Committee: 1. Mohammad Asad Ullah FCS Chairman 2. Mohammad Sanaullah FCS Co-Chairman 3. M Naseemul Hye FCS Member

4. Md. Monirul Alam FCS Member 5. Mohammad Bul Hassan FCS Member 6. Itrat Husain FCS Member 7. N G Chakraborty FCS Member 8. Md. Shahid Farooqui FCS Member 9. Mohammad Nurul Alam FCS Member 10. Prof. Dr. Feroz I. Faruque FCS Member 11. Md. Shawkat Ali Waresi, Addl.

Secy, MOC Member 12. S Abdur Rashid FCS Member Secretary It was also decided in the Meeting that Chairman and Co-Chairman will pick up the Members’ names in their respective Committees and send the names to the Secretary, ICSB, who will centrally collect it to avoid overlapping of names inform Chairman accordingly.

The Committee can be of 5 to 11 Members as Chairman concerned decides. The Committees once finalized the Organizing Committee will sit for preparing Detailed Action Plan for holding the ICSB National Award for Corporate Governance Excellence 2013, 5th Convention 2014 & 5th Convocation of the Institute . The Meeting resolved that the Action Plan will be finalized in the next Meeting.

Second Meeting of Organizing Committee

the

The 2nd Meeting of the Organizing Committee for ICSB National Award for Corporate Governance Excellence 2013, 5th National

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« Convention & 5th Convocation, 2014 held on Tuesday, 13 May 2014.

The Meeting was presided over by Mohammad Asad Ullah FCS, Chairman of the Committee.

The Chairman invited proposals from the Members for the Theme of the National Convention 2014.

The Members recalled the themes selected for the past conventions.

A good number of Themes was proposed. After a threadbare discussion, the Committee unanimously accepted the following Theme for the 5th National Convention 2014: “Corporate Leadership – Enhancing Governing Excellence” Thereafter, a discussion regarding Title of Papers and the prospective authors thereof was taken place.

During discussion, it was proposed that some selected members should submit the papers for presentation in the Technical Sessions and the write-ups on the Convention Theme would be invited from the members of the Institute for publication in the Convention Souvenir.

After discussion, it was unanimously resolved that (1) The Theme Paper would be written by Prof. Feroz I. Faruque FCS (2) The Technical/ Key Note Papers would be written by(i) Mohammad Sanaullah FCS, Director & Company Secretary, Singer Bangladesh Limited, Immediate Past President and Council Member, ICSB. (ii) M Naseemul Hye FCS, Senior Executive Director & Company Secretary,

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Bashundhara Group, Senior Vice President, ICSB (III) Md Shahid Farooqui FCS, General Manager & Company Secretary, IBN SINA Pharmaceutical Industry Ltd. (3) CS Nesar Ahmed, Past President of ICSI, would be requested to present a Technical/ Key Note Paper in the Convention (4) Articles on the Convention Theme would be invited from the members of the Institute for publication in the Convention Souvenir.

A draft Budget was placed before the Committee. A brief discussion was held. After discussion, it was decided that Mohammad Bul Hassan FCS (Treasurer, ICSB and Member, Organizing Committee) shall place a revised draft budget for the program in the next meeting of the committee.

A brief discussion was also held on to prepare an Action Plan and Check-List to organize 5th National Convention 2014 5th Convocation and Corporate Governance Award 2013. After that it was decided that Mohammad Sanaullah FCS (Past President, ICSB and Co-Chairman, Organizing Committee) shall draft Action Plan and Check-List to organize 5th National Convention 2014, 5th Convocation and Corporate Governance Award 2013 and place the same before the committee in its next meeting.

It was proposed that Corporate Governance Award program would be held in the afternoon on Thursday or Friday and the Convention and Convocation would be on the following day. It

was proposed that the program should be in BICC and it may be organized even in the month of November/December.

The Chairman invited proposals from the Members for selecting Chief Guest, Special Guests and Jury Board for the entire program.

The members put their suggestions and opinions. A discussion was held on the matter.

After discussion, it was decided that the following distinguished persons should be invited as Chief Guest(s) in the 3 major events of the program: •

The Minister for the Ministry of Finance

•

The Minister for the Ministry of Commerce

•

The Minister for the Ministry of Law, Justice & Parliamentary Affairs

•

Mr. Muhammad Faruk Khan MP, Ex-Minister for the Ministry of Commerce

The Organizing Committee proposed the following Jury Board: • Dr. A. B. Mirza Md. Azizul Islam Chairman Former Advisor, Care Taker GOB • Dr. Hossain Zillur Rahman Member Former Advisor, Care Taker GOB • Mr. Suhel Ahmed Choudhury Member Former Secretary, Ministry of Commerce • Mr. Feroz Ahmed, Former Secretary Member Ministry of Commerce • Mr. Mohammad Nurul Alam FCS Member Secretary Chairman, Corporate Governance Award Sub- Committee

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The Council approved the above proposal for the Jury Board.

•

Mohammad Sanaullah FCS Chairman

Third Meeting of the Organizing Committee

•

N G Chakraborty FCS Member

The 3rd Meeting of the Organizing Committee for ICSB National Award for Corporate Governance Excellence 2013, 5th National Convention and 5th Convocation 2014 of ICSB held on Wednesday, 11 June 2014 at 07.00 PM and after adjournment on Thursday, 26 June 2014 at 07:00 PM. The Meeting was presided over by Mohammad Asad Ullah FCS, Chairman of the Committee.

The president proposed that the Organizing Committee should arrange a formal meeting with the Hon'ble Members of the Jury Board very soon and accordingly invitation letters to be issued to them well ahead; The venue would be a Hotel like Sonargaon, Westin or Raddison so that the Members could be positively impressed; A precise presentation should be made before them about the objects and different aspects of the Award to make them understand what we want to do.

Finally, Ruposhi Bangla Hotel (Top of the Park) was selected as the venue for the Meeting with the Jury Board to be held on 27 June 2014 at 07:00 PM. The Members of the Organizing Committee expressed thanks to the President for such a great achievement and endorsed all the proposals noted above.

Thereafter, upon discussion, the following 4-Member Committee was formed for drafting TOR for the Jury Board for the Corporate Governance Award 2013 : July-December 2014

•

Mohammad Nurul Alam FCS Member

•

Prof. Dr. FerozI. Faruque FCS Member

The Chairman of the Corporate Governance Award Sub-Committee Mohammad Nurul Alam FCS apprised that an Action Plan was being placed for consideration of the Organizing Committee. A draft Action Plan & Check-list was also placed before the Organizing Committee.

A discussion was held to finalize the Action Plan and Check-list to organize the program. The draft Action Plan & Check-list placed before the Organizing Committee was reviewed and after discussion, it was decided that the Action Plan should revised and placed again before the Committee for consideration.

The Committee suggested that a strategic media partner may be arranged for covering all the activities of the program.

Record(s) on views of the Members of Jury Board may be displayed during the Award Program.

Fourth Meeting of the Organizing Committee The 4th Meeting of the Organizing Committee for ICSB National Award for Corporate Governance Excellence 2013, 5th National Convention 2014 and 5th Convocation 2014 of ICSB held on Sunday, 17 August 2014. The

Meeting was presided over by Mohammad Asad Ullah FCS, Chairman of the Committee.

A list of Committees for ICSB National Award for Corporate Governance Excellence 2013, 5th National Convention 2014 and 5th Convocation 2014 of ICSB shall have to be published in the upcoming issue of ‘The Chartered Secretary’, the Journal of ICSB. The Committees were finalized as stated below: A. Organizing Committee 1.

Mohammad Asad Ullah FCS Chairman

2. Mohammad Sanaullah FCS Co-Chairman 3. M Naseemul Hye FCS Member 4. Md. Monirul Alam FCS Member 5. Mohammad Bul Hassan FCS Member 6. Itrat Husain FCS Member 7.

N. G. Chakraborty FCS Member

8. Md. Shahid Farooqui FCS Member 9. Mohammad Nurul Alam FCS Member 10. Prof. Dr. Feroz I. Faruque FCS, Member 11. Md. Shawkat Ali Waresi Addl. Secretary, MOC Member 12. S. Abdur Rashid FCS Member Secretary B. Fund Raising Committee 1.

Mohammad Asad Ullah FCS Chairman

2. M Naseemul Hye FCS Co-Chairman

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ÂŤ 3. Mohammad Sanaullah FCS Member

2. Md. Selim Reza FCS Co Chairman

F. Corporate Governance Award Committee

4. Md. Monirul Alam FCS Member

3. Nasreen Begum Addl. Secretary MOLJPA Member

1.

5. Mohammad Bul Hassan FCS, Member 6. Md. Shahid Farooqui FCS Member 7.

Md. Selim Reza FCS Member

8. Hossain Sadat FCS Member 9. Bijon Kumar Baishya Registrar of JSC&F Member 10. Gopal Chandra Debnath FCS Member Secretary C. Delegates Committee 1.

Mohammad Sanaullah FCS Chairman

2. Hossain Sadat FCS Co Chairman 3. Mohammed Enamul Hye FCS Member 4. Md. Abdus Salam Khan FCS Member 5. Abu Hanif Bari FCS Member 6. S. Abdur Rashid FCS Member 7.

Syed Moniruzzaman FCS Member

4. Sadhan Chandra Das FCS Member 5. Sayed Amimul Ihsan ACS Member 6. A.T.M. Tahmiduzzaman ACS Member 7.

Khalid Mohammad Sharif ACS Member

8. Tauhidul Islam ACS Member 9. Md. Sharif Hasan ACS Member Secretary E. Convocation Committee 1.

Md. Shahid Farooqui FCS Chairman

2. M. Naseemul Hye FCS Co-Chairman 3. Mohammad Sanaullah FCS Member 4. Hossain Sadat FCS Member 5. Prof. Md. Helal Uddin Nizami Commissioner, BSEC Member 6. Nazmul Karim FCS Member

2. Mohammad Bul Hassan FCS Co-Chairman 3. Md. Shah Alam Miah FCS Member Secretary 4. Prof. Dr. Feroz I. Faruque FCS Member 5. Mohammad Ataur Rouf FCS Member 6. Md. Monowar Hossain ACS Member 7.

Md. Shiful Islam ACS Member

G. Reception and Registration Committee 1.

M Naseemul Hye FCS Chairman

2. Mohammad Nurul Alam FCS Co-Chairman 3. Md. Abdus Salam Khan FCS Member 4. KaziAshiqur Rahman FCS Member 5. Jashim Uddin FCS Member 6. Md. Mahbubur Rahman FCS Member 7.

Oli Kamal FCS Member

8. Syed Moniruzzaman FCS Member

8. Md. Rafiqul Islam ACS Member Secretary

7.

9. Hossain Ahmed Bhuiyan ACS Member

8. Sayed Amimul Ihsan ACS Member Secretary

9. Mohammad Sarwar Jahan Tarafder ACS Member Secretary

10. Mohammad Monirul Islam Khan ACS Member

9. Mohammad Ruhan Miah ACS Member

10. Md. Asadur Rahman ACS Member

11. Kh. Nasir Uddin Mahmud ACS Member

10. Arojit Saha ACS Member

11. Jesmin Akter ACS Member

D. Event Management and Cultural Committee

11. Md. Mokammel Hoque ACS Member

12. Md. Lokman Hossain ACS Member

1.

12. Md. Myeen Uddin Majumder ACS Member

13. Muhammad Aminur Rahman ACS Member

N. G. Chakraborty FCS Chairman

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Md. Nazmul Ahsan FCS Member

Mohammad Nurul Alam FCS Chairman

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ÂŤ

H. Convention Souvenir Committee 1.

Itrat Husain FCS Chairman

2. Prof. Dr. Feroz I. Faruque FCS Co-Chairman 3. Mohammad Sanaullah FCS Member 4. N. G. Chakraborty FCS Member 5. Md. Munirul Hoque ACS Member 6. Md. Shiful Islam ACS Member Secretary I. 1.

2.

3.

4.

5.

6.

CGE Award Souvenir Committee Prof. Dr. Feroz I. Faruque FCS Chairman Mohammad Nurul Alam FCS Co-Chairman Mohammad Bul Hassan FCS Member Kazi Ashiqur Rahman FCS Member Md. Shah Alam Miah FCS Member Secretary Md. Zaker Rahmatullah ACS Member

J. Public Relations Committee 1. Md. Monirul Alam FCS Chairman 2. Md. Azizur Rahman FCS Co-Chairman 3. Salim Ahmed FCS Member 4. Md. Nazmul Ahsan FCS Member 5. Sharmi Noor Nahar ACS Member 6. Raja Mahmudul Haque ACS Member Secretary 7. Md. Abul Fazal ACS Member 8. Md. Zahangir Alam Manik ACS Member 9. Lorens Shamol Mollick ACS Member

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10. Hossain Ahmed Bhuiyan ACS Member 11. Mohammad Monirul Islam Khan ACS Member 12. Mohammad Firoz Khan ACS Member K. Gift and Presentation Committee 1.

Mohammad Bul Hassan FCS Chairman

2. A.T.M. Tahmiduzzaman ACS Co-Chairman 3. Nazmul Karim FCS Member 4. Md. Abdul Haque Sarder FCS Member

a. The Committee had a Meeting on 12 August 2014 and reviewed the list of interested entities who had sent their Annual Reports.

The Committee decided that every Member of the Technical Committee(s) shall evaluate the entities separately and the marks would be tabulated by the Committee for submission of the tabulations before the Jury Board b. The Committee will arrange meetings of the technical committees tentatively by the 1st week of September 2014 A discussion was held on the matter. After discussion, it was decided that

5. A.K.M. Mushfiqur Rahman FCS Member 6. Muhammad Hasanur Rahman Rakib FCS Member

9. Darul Awam Tuhin ACS Member

c. The Technical Committee(s) shall evaluate the entities separately and the marks would be tabulated by respective Technical Committee and the tabulations would be submitted directly before the Jury Board

10. Mohammad Monirul Islam Khan ACS Member Secretary

d. The technical committees shall have their meetings by 26 August 2014

Respective Chairmen of the Committees would take necessary steps towards successful completion of the tasks.

Committees were requested again to submit their draft TORs to the Secretary of the Organizing Committee within the shortest possible time.

e. Hard Copy of Documents should be communicated to the Jury Board for CGE Award in addition to e-mails. Hard Copies of CG Awarding Charter and minutes of the meeting of Jury Board held on 27 June 14 will be sent to all members of the JB.

At the outset, the Chairman of Corporate Governance Award Committee Mohammad Nurul Alam FCS reported as follows:

f.

7.

Md. Mokammel Hoque ACS Member

8. Amit Kumar Roy ACS Member

Mohammad Sanaullah FCS and Itrat Husain FCS shall prepare Brochure for Convention and Convocation

17

ÂŤ and Prof. Dr. Feroz I Faruque FCS shall prepare CGE Award Brochure by 21 August 2014. g. Convocation Souvenir shall be published by the Convocation Committee.

Fifth Meeting of the Organizing Committee The 5th Meeting of the Organizing Committee for ICSB National Award for Corporate Governance Excellence 2013, 5th National Convention 2014 and 5th Convocation 2014 of ICSB held on Monday, 22 September 2014 at 07.30 PM. The Meeting was presided over by Mohammad Asad Ullah FCS, Chairman of the Committee.

A discussion was held to approve the sub themes / Technical papers for the national convention 2014.

After discussion, it was resolved unanimously that in the National Convention three technical papers will be presented on the following three important sub-themes: (i) Ethical Leadership promotes Governing Excellence; (ii) Leading Effective Boards Ensure Governance; and (iii) The Changing Role of Company Secretary from Compliance to Governance.

Also decided that the Paper Presenters and Key Note Speakers will be as follows: Ethical Leadership promotes Governing Excellence Session Chairman: Dr. A.B. Mirza Md. Azizul Islam

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Former Honorable Adviser, Ministry of Finance, Planning, Commerce and Posts & Telecommunications, Immediate Past Caretaker Government of Bangladesh.

Keynote Presenter: Mohammad Sanaullah FCS Director & Company Secretary, Singer Bangladesh Limited, Immediate Past President and Council Member, ICSB. Discussants: Mohammad Bul Hassan FCS Treasurer, ICSB & CFO & Company Secretary, Siemens Bangladesh Limited.

Hossain Sadat FCS Council Member, ICSB & Director Regulatory Affairs & Company Secretary Grameenphone Limited.

Leading Effective Boards - Ensure Governance Session Chairman: Faruq Ahmad Siddiqi Former Chairman Bangladesh Securities and Exchange Commission (BSEC).

Keynote Presenter: M. Naseemul Hye FCS Senior Executive Director & Company Secretary, Bashundhara Group, Senior Vice President, ICSB Discussants: N.G. Chakraborty FCS Council Member, ICSB & Practicing Chartered Accountants, Sadhan Das & Company.

Md. Monirul Alam FCS Vice President, ICSB & Company Secretary, Dutch-Bangla Bank Limited.

The Changing Role of Company Secretary from Compliance to Governance.

Session Chairman: Suhel Ahmed Choudhury Former Chairman, Bangladesh Securities and Exchange Commission (BSEC) & Former Secretary, Ministry of Commerce.

Keynote Presenter: CS Nesar Ahmed Former President, Corporate Secretaries International Association (CSIA) & Former President, Institute of Company Secretaries of India (ICSI), Practicing Chartered Secretary Discussants: Md. Shahid Farooqui FCS Council Member, ICSB & General Manager & Company Secretary, The IbnSina Pharmaceuticals Industry Ltd. Md. Azizur Rahman FCS Council Member, ICSB & Company Secretary, British American Tobacco (Bd.) Co. Limited.

A discussion was held on update information To select Chief Guests and Special Guests in the Corporate Governance Award, National Convention and Convocation and placed by the Chairman. After discussion, it was resolved unanimously that Chief Guests and Special Guests in the Corporate Governance Award, National Convention and Convocation will be :

CORPORATE GOVERNANCE AWARD Chief Guest: Abul Maal Abdul Muhit MP

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«

Honorable Minister for the Ministry of Finance Government of the People’s Republic of Bangladesh Special Guest: Professor Dr. M. Khairul Hossain Chairman, Bangladesh Securities and Exchange Commission (BSEC).

NATIONAL CONVENTION Chief Guest: Tofail Ahmed MP Honorable Minister for the Ministry of Finance Government of the People’s Republic of Bangladesh

CONVOCATION Chief Guest: Faruq Ahmad Siddique Former Chairman, Securities and Commission (BSEC)

Bangladesh Exchange

Special Guest: Professor Dr. A A M S Arefin Siddique Vice-Chancellor, Dhaka University.

Draft programs for Corporate Governance Award, National Convention and Convention were placed by Mohammad Sanaullah FCS, Mohammad Nurul Alam FCS and Md. Shahid Farooqui FCS respectively. After discussion, the programs were finalized.

Draft brochure for Corporate Governance Award and National Convocation were placed for consideration of the Committee.

After discussion, the brochures for Corporate Governance Award and National Convention were finalized.

July-December 2014

A discussion was held to consider publication of Supplements in the national dailies for CGA, Convention and Convocation.

After discussion, it was decided that a full page supplement for Corporate Governance Award shall be published on December 04, 2014 and a full page supplement for Convention and Convocation shall be published on December 05, 2014.

Sixth Meeting of the Organizing Committee

A discussion was held to discuss on the invitation of the foreign delegates and their accommodation. After discussion, it was resolved that invitation to the foreign CSIA Member Institutes will be sent.

A discussion was held on the progress of different sub-committees.

During discussion, the members gave suggestions for finalization of the Brochure for 5th Convention (including contents, rates for sponsorships etc.) and advised the Chairman of Corporate Governance Award Committee to finalize the Brochure Corporate Governance Award (including contents etc.). The members also suggested for the contents to be included and arranged in the Convention Brochure.

A discussion was held on the list of companies to be approached for corporate sponsorship / support.

Upon discussion, the Secretary of ICSB was given responsibility for finalizing the list upon confirmation from Mohammad Sanaullah FCS. A discussion was held To finalize the list of the messages to be collected for CGA and Convention and Convocation. Massages shall be compiled by N. G. Chakraborty FCS for National Convention and Feroz Iqbal Faruque FCS for Corporate Governance Award and S. Abdur Rashid FCS for Convocation.

A discussion was held on (i) CGA crest and certificate, (ii) Convention bag, and Others.

Suggestions were given by the members present. Thereafter it was decided that the respective committee is authorized to finalize CGA Crest and Certificate and Selection of Convocation Bag.

The 6th Meeting of the Organizing Committee for ICSB National Award for Corporate Governance Excellence 2013, 5th National Convention 2014 and 5th Convocation 2014 of ICSB held on Saturday, 18 October 2014. The Meeting was presided over by Mohammad Sanullah FCS, Co-Chairman of the Committee.

As proposed by Md. Shahid Farooqui FCS, Chairman of Convocation Committee, who is also the Chairman of Education Committee of the Institute, it was recommended that the Academic Awards may be handed over in the Convocation. The Chairman of Education Committee in consultation with the Chairman of Examination Committee shall arrange to steps in this regard.

Seventh Meeting of Organizing Committee

the

The 7th Meeting of the Organizing Committee for ICSB National Award for Corporate Governance Excellence 2013, 5th National Convention 2014 and 5th

19

ÂŤ Convocation 2014 of ICSB held on Saturday, 01 November 2014. The Meeting was presided over by Mohammad Asad Ullah FCS, Chairman of the Committee.

In this Meeting the Committee reviewed the Progress Reports of different Functional Committees for holding ICSB National Award for Corporate Governance Excellence 2013, 5thNational Convention 2014 and 5th Convocation 2014 Progress Reports of Fund Raising Committee The Chairman of Fund Raising Committee Mohammad Asad Ullah FCS informed the Organizing Committee that the Committee could not hold any meeting due to delay in sending the letters for sponsorship. He also informed that a meeting would be held on 03 November 2014.

Progress Reports of Delegates Committee The Chairman of Delegates Committee Mohammad Sanaullah FCS informed the Organizing Committee that the Committee held its 1st meeting on 23 October 2014. He also informed the decisions made and actions taken by the Delegate Committee.

Request letter to Radisson has been made for booking of rooms for Foreign Delegates. Design for Delegate Card and Invitation Cards have been finalized and the same would be ready upon completion of the registration process.

Progress Reports of Event Management and Cultural Committee The Chairman of Event Management and Cultural Committee N. G.

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Chakraborty FCS informed the Organizing Committee that the Committee held its 1st meeting on 28 October 2014. He also detailed the decisions made by the Committee. He was requested to submit a complete budget proposal for effective event management and cultural program. A discussion was held on the entire program of 2 days. After discussion, the program was finalized.

Progress Reports of Convocation Committee The Chairman of Convocation Committee Md. Shahid Farooqui FCS informed the Organizing Committee that the Committee held its 1st meeting on 18 October 2014. Although the decisions of the said meeting were discussed in the last meeting of the organizing committee, he informed summary of decisions made by the Committee and the progress. He requested the committee that the Committee will manage the activities relating to convocation including publication of convocation souvenir.

Progress Reports of Corporate Governance Award Committee The Chairman of Corporate Governance Award Committee Mohammad Nurul Alam FCS informed the Organizing Committee that the Committee has finalized the Evaluation Criteria.

He expressed special thanks to Mohammad Sanaullah FCS for his efforts towards finalization of the Evaluation Criteria. The Organizing Committee suggested to obtain consent on the Evaluation Criteria from the Hon’ble Members of the

Jury Board. He informed that the Technical Committee shall complete their screening very soon for submission their reports/ recommendations before the Jury Board. He also placed the draft Brochure for consideration of the Organizing Committee.

The Members of the Organizing Committee put suggestions and comments for finalization of the same.

Progress Reports of Reception and Registration Committee The Chairman of Reception and Registration Committee M Naseemul Hye FCS informed the Organizing Committee that the Committee will hold its 1st Meeting shortly. The Organizing Committee emphasized on Registration of the Members and Students for the program.

Progress Reports of Relation Committee

Public

The Chairman of Public Relation Committee Md. Monirul Alam FCS informed that the Committee will finalize its TOR and take action accordingly.

Progress Reports of Convention Souvenir Committee The Chairman of Convention Souvenir Committee Itrat Husain FCS informed the Organizing Committee that the Committee shall hold its meeting soon. The Organizing Committee suggested that the Theme Paper, Keynote Papers and write ups on Theme and Sub-themes should be collected and the messages of dignitaries would be compiled in the Convention Souvenir.

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Progress Reports of CGE Award Souvenir Committee The Chairman of CGE Award Souvenir Committee Prof. Dr. Feroz I. Faruque FCS informed the Organizing Committee that the Committee listed the contents to be incorporated in the Souvenir and would compile the same.

Progress Reports of Gift and Presentation Committee The Chairman of Gift and Presentation Committee Mohammad Bul Hassan FCS informed the Organizing Committee that the Committee held its meeting on 28 October 2014 and worked on selection of Gift and Presentation Items. He showed some designs for Crests.

The Members put comments and suggestions for finalization of the design.

FIRST MEETING OF THE JURY BOARD FOR ICSB NATIONAL AWARD FOR CORPORATE GOVERNANCE EXCELLENCE 2013 The Jury Board for ICSB National Award for Corporate Governance Excellence 2013 met on June 27, 2014 at Ruposhi Bangla Hotel Dhaka.

Mohammad Asad Ullah FCS, President of ICSB welcoming the Members of Jury Board, described in detail the objectives of the ICSB initiative for introducing the Corporate Governance Excellence Award. He also expressed gratitude to the eminent Members of the Jury Board for their great contributions for the process of

July-December 2014

Members of the Jury Board along with the Council Members of the Institute enactment of Chartered Secretaries Act 2010 in the National Parliament of Bangladesh and their help and support for achieving ICSB’s today’s standing and recognition to promote professional education in the country.

M. Nurul Alam FCS, Secretary of the Jury Board, gave a brief introduction of the Jury Board Members, ICSB Council members and other participants. He apprised the meeting regarding the ICSB initiatives for National Award for Corporate Governance Excellence to the listed Companies who comply with best practices in Corporate Governance.

Mohammad Sanaullah FCS, Immediate Past President made a power point presentation on the ICSB Corporate Governance Awarding Charter and apprised the Jury Board that ICSB National Award for Excellence in Corporate Governance will be conferred annually on Public Listed Companies adjudged by the Jury as a front-runner in adhering to the Corporate Governance norms in

reality. The award winners will be selected through a comprehensive evaluation process by the Jury Board with the assistance of ICSB Technical Committees, he added.

All the Members of the Jury Board appreciated the efforts made by the ICSB for introducing the ICSB National Award for Corporate Governance Excellence-2013 which would create awareness amongst the Listed Companies of the Country to develop a culture of Corporate Governance in their respective organizations and to contribute for a healthy stock market as well as economic development of the nation.

They also raised some valuable comments/queries on the ICSB Corporate Governance Awarding Charter. Mohammad Sanaullah nicely answered the queries raised by the Jury Board.

Detailed discussions were held on the number of categories of the award. According to the Dhaka Stock Exchange, the Listed Companies are in 18 categories.

The Jury Board suggested that award categories initially should be limited to following 5 categories:

21

ÂŤ i)

Banking Companies;

ii) Non-Banking Institutions and Companies;

Financial Insurance

iii) Pharmaceuticals, Food & Allied Companies; iv) Manufacturing and

Companies;

v) Service, Communication & IT Companies; The Jury Board discussed the matter in details and decided that the number of award should be limited in 3 for each category i.e.

First, Second and Third positions.

In total awardees number would be 15.

The Jury Board reviewed and approved the ICSB Corporate Governance Awarding Charter with some amendments which were mainly required for fixing award categories and the number of awards.

Thereafter, the Board advised the Secretary of the Jury Board to update the Corporate Governance Award Charter and circulate to the Members of the Jury Board and Technical Committees for taking necessary actions in this regard.

The President informed the Jury Board that an official letter was issued to all the heads of the listed companies to submit their published Annual Report 2013 addressing to the Chairman Corporate Governance Award Sub-Committee. The Jury Board suggested giving a press advertisement in the national dailies inviting listed companies to

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participate in the National Award Competition. The Board also opined that in the next meeting of the Jury Board would like to review the activities of the Technical Committees and finalize the list of awardees in each category.

The Meeting was presided over by Dr. A.B. Mirza Md. Azizul Islam, Former Finance Advisor to the Caretaker Government of Bangladesh and Chairman, ICSB National Award for Corporate Governance Excellence Jury Board-2013 while Dr. Hossain Zillur Rahman, Former Commerce Advisor to the Caretaker Government of Bangladesh, Faruq Ahmad Siddiqi, Former Chairman of Bangladesh Securities and Exchange Commission, Suhel Ahmed Choudhury, Former Secretary to the Ministry of Commerce, Feroz Ahmed, Former Secretary to the Ministry of Commerce were also present as honourable Members of the Jury Board.

Mohammad Asad Ullah FCS, President, ICSB, Naseemul Hye FCS, Senior Vice President, ICSB,

Md. Monirul Alam FCS, Vice President, ICSB, Mohammad Bul Hassan FCS, Treasurer, ICSB, Mohammad Sanaullah FCS, Immediate Past President & Council Member, ICSB, N. G. Chakraborty FCS, Council Member, ICSB, Mustafa Mohiuddin, Secretary, ICSB, S. Abdur Rashid FCS, Member Secretary of the Organizing Committee of ICSB National Award for Corporate Governance Excellence 2013 were also present in the Meeting.

SECOND MEETING OF THE JURY BOARD FOR ICSB NATIONAL AWARD FOR CORPORATE GOVERNANCE EXCELLENCE 2013 The Jury Board for ICSB National Award for Corporate Governance Excellence 2013 met on Sunday, November 16, 2014 at 6.30 PM at ICSB Officeto review and approve the Corporate Governance Evaluation Reports submitted by four Technical Committees.

The Meeting was presided over by Dr. A.B. Mirza Md. Azizul Islam,

Meetting of the Jury Board

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Former Finance Advisor to the Caretaker Government of Bangladesh and Chairman, ICSB National Award for Corporate Governance Excellence Jury Board-2013 while Dr. Hossain Zillur Rahman, Former Commerce Advisor to the Caretaker Government of Bangladesh, Faruq Ahmad Siddiqi, Former Chairman of Bangladesh Securities and Exchange Commission, Suhel Ahmed Choudhury, Former Secretary to the Ministry of Commerce, Feroz Ahmed, Former Secretary to the Ministry of Commerce were also present as honourable Members of the Jury Board.

Mohammad Asad Ullah FCS, President, ICSB, all Chairmen, Co-Chairmen and Members of four Technical Committees and S. Abdur Rashid FCS, Member Secretary of the Organizing Committee of ICSB National Award for Corporate Governance Excellence 2013 were also present in the Meeting on Invitation. M Nurul Alam FCS, Chairman, Corporate Governance Award Sub Committee was also present in the Meeting as Secretary to the Jury Board.

NEWLY ELEVATED FELLOW MEMBERS During the year 2014 the Council has elevated nine Associate Members to Fellow Members. The newly elevated Fellow Members are: F-0148 Md. Zahangir Alam Manik FCS DMD & Company Secretary Meghna Insurance Co. Ltd.

F-0149 Mohammad Shahajahan FCS BCS (Audit & Accounts), Deputy Director Procurement SPEMP-B: Project Office of the Comptroller and Auditor General of Bangladesh

F-0150 Md. Monowar Hossain FCMA, ACA, FCS Consultant of “Executive Director” Bangladesh Securities & Exchange Commission (BSEC)

F-0151 Mohammad Akram Hossain FCS Deputy Company Secretary The Premier Bank Limited

F-0152 Jagadish Kumar Bhanja FCS Company Secretary Apex Tannery Ltd .

F-0153 Mintu Kumar Das FCS Company Secretary SL FINANCE LIMITED

F-0154 Md. Nazrul Islam FCS General Manager (Audit & Corporate Affairs) Opex & Sinha Textile Group

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INSTITUTE NEWS

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NEW ASSOCIATE MEMBERS During 2014 the following Chartered Secretaries were admitted as Associate Members of the Institute:

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A-0318 Mohammed Harun-Ar- Rashid FCMA, ACS DGM & Company Secretary Elite Group of Industries

A-0325 Prodip Lal Bhowmick ACS Assistant Director PMBP, Bangladesh Bridge Authority Bridges Division Ministry of Road Transport and Bridge

A-0319 Md. Muniruzzaman ACS Manager,Audit Electricity Generation Company of Bangladesh Limited

A-0326 Sunita Barua LL.M, ACS HR & Admin Manager Pendekar Energy Limited

A-0320 Mohammad Shahidul Islam FCA, ACS Senior Vice President & Chief Financial Officer Prime Finance & Investment Limited

A-0327 Mahamudhul Hasan ACS Assistant of the Company Secretary Fareast Islami Life Insurance Co. Ltd.

A-0321 A.K.M Rashidul Hasan ACS Executive Officer Social Islami Bank Limited Babubazar Branch

A-0328 Muhammad Shamsul Islam ACS Senior Principal Officer ONE Bank Limited Corporate Head Quarter, CBS Business Operation Information Technology Division

A-0322 Arif Abdut Towab ACS Company Secretary & Head of Human Resources First Security Islami Capital & Investment Limited

A-0329 Muhammad Anowarul Kibria ACS Asst. Manager, Finance Checkpoint Systems Bd. Limited

A-0323 Md. Atiqur Rahman ACS Assistant Company Secretary S. ALAM GROUP

A-0330 Muhammad Junaeed Akbar ACS Senior Officer, Human Resources Division Islami Bank Bangladesh Limited

A-0324 Mohammad Asaduzzaman ACS Manager-Issue Management Prime Finance Capital Management Ltd.

A-0331 Swapan Kumer Guha Magumder ACS Deputy General Manager-Human Resource Ha-Meem Group

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A-0332 Md. Raihan Habib Siddiqi ACS Assistant Manager-Human Resource Dhaka Power Distribution Company Limited (DPDC)

A-0333 Mohammed Abu Salam LL.B, ACS Deputy Secretary & Branch In-charge The Institute of Chartered Accountants of Bangladesh (ICAB)

A-0338 Babul Meah ACS Deputy Manager BASIC Bank Limited Agrabad Branch, Chittagong

A-0339 Masudul Haque ACS Executive Finance Coats Bangladesh

A-0334 Muhammad Amran Hossain Bhuiya ACS Manager(Accounts & Finance) Asian Dredgers Limited

A-0340 Abdulla-Al- Mamun ACS Principal Officer Al-Arafah Islami Bank Limited Panthapath Branch

A-0335 Shariar-Al-Mamun ACS Senior Officer-Board Secretariat Division Bank Asia Limited

A-0341 Khandker Abu Jafar Sadique ACS Assistant Company Secretary Berger Paints Bangladesh Limited

A-0336 Mohammad Emarot Hossain ACS Group CFO & Company Secretary Mariners Group

A-0342 Khandoker Taslima Rahman ACS Assistant Manager, Corporate Affairs Singer Bangladesh Limited

A-0337 Ummey Tahera Sultana ACS Senior Teacher BIAM Laboratory School, Dhaka

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INSTITUTE NEWS

ÂŤ SUCCESS GREETINGS F- 0117 Md. Anwar Hossain Chowdhury FCA, FCS

has recently been promoted as Deputy Team Leader (DTL) of Economic Empowerment of the Poorest in Bangladesh (EEP/Shiree), Financed by DFID, SDC and RDCD. He was with EEP/Shiree since February 2008 as CFO. He is now Deputy Team Leader and CFO of EEP/Shiree under the employment of British Council.

A-0269 Mohammad Monirul Islam Khan ACS has joined in Bangladesh Infrastructure Finance Fund Ltd., (BIFFL) as Company Secretary in August 2014. Having more than 12 years of multitasking Corporate Experience Mr. Khan worked at different levels of Company Secretariat, Corporate Financing & Administration.

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July-December 2014

NATIONAL AWARD FOR CORPORATE GOVERNANCE EXCELLENCE 2013 December 4, 2014

A view of Crests for ICSB National Award 2013 for Corporate Governance Excellence

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he 1st ever ICSB National Award 2013 for Corporate Governance Excellence was held on December 4, 2014 at Celebrity Hall of BICC, Dhaka. Abul Maal A. Muhith, Hon’ble Finance Minister was the Chief Guest at the Award Ceremony and gave away trophies to the Award recipients who got Corporate Governance Award in the field of Banking, Non-Banking Financial Institutions and Insurance Companies, General Manufacturing, Food & Allied and Pharmaceuticals, IT Communication and Services. In total about 150 listed Companies

participated and a high powered independent Jury Board decided on the awardees based on specific evaluation criteria. The Award was given to 15 Companies in total for complying with the Corporate Governance based on Securities and Exchange Regulations and transparency in Administration.

Among the awardees in the Banking sector Eastern Bank Ltd. got the Gold while Dutch-Bangla Bank and United Commercial Bank bagged Silver and Bronze respectively.

Similarly, in Non-Banking Financial Institutions and Insurance sector, Prime

Honorable Finance Minister Abul Maal Abdul Muhith MP along with others inagurating the CGA Souvenir

July-December 2014

Finance & Investment Ltd. got Gold while Prime Insurance Company Ltd. and Union Capital Ltd. bagged Silver and Bronze respectively.

Likewise, in General manufacturing sector, British American Tobacco Bangladesh got Gold while Summit Power Ltd. and Premier Cement Mills Ltd. bagged Silver and Bronze respectively. In the same way, in Food & Allied and Pharmaceutical sector The IbnSina Pharmaceutical Industry Ltd. got Gold while Beximco Pharmaceutical Ltd. and Glaxo Smith Kline Bangladesh Ltd. bagged Silver and Bronze respectively. Likewise, in IT Communication and Services sector Singer Bangladesh Ltd. got Gold while Grameenphone Ltd. and Bangladesh Submarine Cable Co. Ltd. bagged Silver and Bronze respectively.

While extending heartiest congratulation to all award recipients the Hon’ble Finance Minister underscored on the present government’s commitment to ensure good

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NATIONAL AWARD FOR CGA 2013

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governance and corporate culture in the listed companies of Bangladesh.

He applauded the role of the Institute of Chartered Secretaries of Bangladesh for developing professional skills in the listed companies.

Honorable Finance Minister Abul Maal Abdul Muhith MP delivering his speech

Prof. Dr. M. Khairul Hossain, Chairman, BSEC delivering his speech

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President of the Institute Mohammad Asad Ullah, FCS emphasized the need to reform the Companies Act 1994 catering to the present day needs of business and commerce of the world.

He proposed to set up a separate Ministry as “Ministry of Corporate Affairs” like India to provide services precisely to 1,30,000 Companies registered with the RJSC. He also appealed to the government to include the ICSB in the Financial Reporting Bill, so that ICSB can significantly contribute for ensuring good governance and to achieve the objectives of the Bill.

Dr. A.B. Mirza Md. Azizul Islam Chairman of Jury Board delivering his speech

The award giving ceremony was also addressed by Prof. Dr. M. Khairul Hossain, Chairman, Bangladesh Securities and Exchange Commission who was the special guest, Dr. A.B. Mirza Md. Azizul Islam, Former Finance Advisor to the Caretaker Government of Bangladesh as Chairman of ICSB National Award for Corporate Governance Excellence Jury Board-2013 and while Mohammad Asad Ullah FCS, President of ICSB chaired the Award Program.

Mohammad Asad Ullah FCS, President of ICSB delivering his speech

M. Nurul Alam, Chairman Sub-Committee delivering his speech

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NATIONAL AWARD FOR CGA 2013

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GOLD AWARDEES Eastern Bank Limited

British American Tobacco (BD) Co. Ltd.

Prime Finance & Investment Limited

IBN SINA Pharmaceutical Industry Ltd. SINGER Bangladesh Limited

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5TH NATIONAL CONVENTION 2014 December 5, 2014

A view of guests and participants at the 5th National Convention 2014

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he Inaugural Session of the 5th National Convention of Institute of Chartered Secretaries of Bangladesh (ICSB) was held on December 05, 2014 at the Bangabandhu International Conference Centre (BICC), at Sher-E-Bangla Nagar, Dhaka on the theme “Corporate Leadership: Enhancing Governing Excellence�.

The Programme was chaired by the President of ICSB Mohammad Asad Ullah FCS. The Honorable Minister of Commerce Tofail Ahmed, MP attended the Convention and inaugurated the programme as the Chief Guest.

The Honorable Chief Guest, during his speech, announced that it was the initiative of Commerce Ministry under able guidance of Prime Minister, Sheikh Hasina that the Chartered Secretaries Act 2010 was passed in the parliament and Institute of Chartered Secretaries (ICSB) has been established for developing and promoting Corporate Management and

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Governance in the Listed Companies. The professional skill developed by this Institute shall not only generate employment opportunities for private sectors in the country, but also open up avenues for job market abroad as the syllabus of ICSB has been formulated according to global standard. He gave the assurance about providing all necessary support to the Institute for the development of the profession of Company Secretaries and the establishment of good governance in the country.

Mohammad Asad Ullah FCS, President, ICSB, in his speech spoke of the importance of the need of Company Secretaries and their professional knowhow for the establishment of good corporate governance in the Country. He also spoke for the development of the skills of the Members of ICSB, who are serving as Company Secretaries in renowned organizations all over Bangladesh.

The President requested the concerned Ministry and the Government to help ICSB in developing the quality of education materials and the own

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

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5TH NATIONAL CONVENTION 2014

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presented the Keynote Paper. Mohammad Bul Hassan FCS, CFO &Company Secretary, Siemens Bangladesh Limited and Hossain Sadat FCS, Director, Regulatory Affairs & Company Secretary, Grameenphone Limited were the official discussants respectively.

Honorable Commerce Minister Tofail Ahmed, MP delivering his speech premises of the Institute. He specially mentioned that recently ICSB has purchased a land at Aftabnagar to build its own complex with state-of-the art building with modern facilities. He requested for funding from Ministry of Finance through Ministry of Commerce for this purpose.

The Convention was attended by a large number of Members, Corporate Professionals, Foreign Delegates and other important dignitaries from all over the country.

After the inaugural session, the Institute also arranged three technical sessions from 10:30 am to 4:15 pm.

First Technical Session: “Ethical Leadership Promotes Governing Excellence”.

Dr. A. B. Mirza Md. Azizul Islam Former Advisor, Ministry of Finance, Planning, Commerce, Post and Telecommunications, Government of Bangladesh was the Session Chairman.

Mohammad Sanaullah FCS, Director & Company Secretary, Singer Bangladesh Limited

Honorable Commerce Minister Tofail Ahmed, MP along with the foreign delegates & other Members of ICSB

July-December 2014

Second Technical Session: “Leading Effective Boards-Ensuring Governance.”

Faruk Ahmed Siddiqi, Former Chairman, BSEC was the Session Chairman. M. Naseemul Hye FCS, Senior Executive Director & Company Secretary, Bashundhara Group presented the Keynote Paper. N. G. Chakraborty FCS, Practicing Chartered Accountant and Md. Monirul Alam FCS, Senior Vice President & Company Secretary, Dutch Bangla Bank Limited were the official discussants respectively.

Third Technical Session: “The Changing Role of Company Secretary from compliance to Governance.”

Suhel Ahmed Choudhury Former Secretary, Ministry of Commerce was the Session Chairman. CS Nesar Ahmed FCS, Former President, ICSI & CSIA presented the Keynote Paper. Md. Shahid Farooqui FCS, General Manager & Company Secretary and Md. Azizur Rahman FCS, Company Secretary, British American Tobacco (Bangladesh) Limited were the official discussants respectively.

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GLIMPSES OF 5TH NATIONAL CONVENTION 2014

IBN SINA Pharmaceutical Industry Ltd.

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July-December 2014

5TH CONVOCATION 2014 December 5, 2014

Newly Qualified Chartered Secretaries

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he 5th Convocation of the Institute of Chartered Secretaries of Bangladesh (ICSB) was held at Bangabandu International Conference Center (BICC), Dhaka. Faruq Ahmad Siddiqi, former Commerce Secretary and former Chairman of Bangladesh Securities and Exchange Commission (BSEC)was present in the Programme as Chief Guest while Prof. Dr. A. A. M. S. Arefin Siddiqui, Vice Chancellor of the Dhaka University attended the function as Special Guest and Convocation Speaker.

The Convocation was presided over by the President of the Institute Mohammad Asad Ullah FCS.

Inauguration of Convention Souvenir The Chief Guest, Faruq Ahmad Siddiqi, expressed his pride in remaining present as Chief Guest. In his speech he highlighted on the qualities that are needed to become a sound Company

/ Chartered Secretary, and the role needed to flourish in the corporate world. He also hoped that the Institute by its professionally qualified members will play a vital role in listed Companies.

The Chartered Secretaries will also contribute effectively in the competitive business environment as well as ensuring good governance for sustainable development of the economy of the Country, he added.

The Convocation was followed by an enthralling cultural program and ended up with a Sumptuous Dinner.

The President of ICSB, Mohammad Asad Ullah in his speech

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5TH CONVOCATION 2014

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GLIMPSES OF 5TH CONVOCATION 2014

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July-December 2014

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MANAGING CHANGE MANAGEMENT - Prof Dr Feroz I. Faruque FCS

I

ntroduction: Experience

with organizational change management suggests that there are two major hurdles to overcome. The first—no surprise—is “change fatigue,” the exhaustion that sets in when people feel pressured to make too many transitions at once. A full 65% of respondents to the Katzenbach Center survey reported this as a problem. The change initiatives they suffered through may have been poorly thought through, rolled out too fast, or put in place without sufficient preparation.

Fatigue is a familiar problem in organizational change management, especially when splashy “whole new day” initiatives are driven from the top.

The next major obstacle is that transformation efforts are typically decided upon, planned, and implemented, with little input from those at lower levels. In the Katzenbach Center survey, 44% of participants reported not understanding the changes they were expected to make, and 38% said they didn’t agree with the changes.

How to Lead Change Management: The following list of 10 guiding principles for change can help executives navigate the treacherous shoals of transformation in a systematic way.

1. Consider culture Lou

Gerstner,

who

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as

chief

executive of IBM led one of the most successful business transformations in history, said the most important lesson he learned from the experience was that “culture is everything.” In the Katzenbach Center survey, 84% said that the organization’s culture was critical to the success of change management, and 64% saw it as more critical than strategy or operating model. Yet change leaders often fail to address culture—in terms of either overcoming cultural resistance or making the most of cultural support. Among respondents whose companies were unable to sustain change over time, a startling 76% reported that executives failed to take account of the existing

SUSTAINABLE MANAGEMENT INCLUDES CONCEPTS SUCH AS CORPORATE SOCIAL RESPONSIBILITY AND BUSINESS ETHICS.

culture when designing the change.

2. Kick-off from the top Although it’s important to engage employees at every level early on, all successful change management initiatives start at the top, with a committed and well-aligned group of executives strongly supported by the CEO. This alignment can’t be taken for granted. Rather, work must be done in advance to ensure that everyone agrees about the

case for the change and the particulars for implementing it.

3. Involve every layer Strategic planners often fail to take into account the extent to which midlevel and frontline people can make or break a change initiative.

The path of rolling out change is immeasurably smoother if these people are tapped early for input on issues that will affect their jobs.

Frontline people tend to be rich repositories of knowledge about where potential glitches may occur, what technical and logistical issues need to be addressed, and how customers may react to changes. In addition, their full-hearted engagement can smooth the way for complex change initiatives, whereas their resistance will make implementation an ongoing challenge.

IBM recognized the need for such an approach in 2003, when rolling out a new initiative on culture. The leadership team had met intensively to develop clear definitions of the cultural traits the organization would require going forward. They then declared a “values jam,” a website set up for a 72-hour period, where anyone in the company could post comments, responses, suggestions, and concerns.

Leaders then made key changes based on the feedback they received and communicated clearly how the input they received was being incorporated.

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« 4. Make the rational and emotional case together Leaders will often make the case for major change on the sole basis of strategic business objectives such as “we will enter new markets” or “we will grow 20% a year for the next three years.” Such objectives are fine as far as they go, but they rarely reach people emotionally in a way that ensures genuine commitment to the cause. Human beings respond to calls to action that engage their hearts as well as their minds, making them feel as if they’re part of something consequential.

Hewlett-Packard CEO Meg Whitman and her senior executive team appeared to be following this principle in their transformation efforts. They have sought to activate a strong personal connection between HP and its employees, by drawing directly on the company’s cultural history and traditions. Whitman tells this story in an April 2013 LinkedIn blog post, “The Power of Transparent Communication.”

In any organization facing a challenging environment, the emotional connection fostered by moves like these is likely to make a major difference.

5. Act your way into new thinking Many change initiatives seem to assume that people will begin to shift their behaviors once formal elements like directives and incentives have been put in place.

People who work together on cross-functional teams will start collaborating because they are

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supposed to do so. Managers will become clear communicators because they have a mandate to deliver a message about the new strategy.

Leaders of a major global manufacturer seeking to escape bankruptcy believed the company had lost touch with customers because of entrenched problems in its culture. Managers operated in an overly layered system without much accountability. They were ponderous, risk averse, insular, and prone to spending time on approvals and office politics.

Instead of implementing a dramatic, full-scale turnaround, the change team demanded that leaders adopt three specific behaviors: • Make major, visible decisions in days instead of weeks or months.

• Spend time with people at the frontline leadership (supervisory) level, asking for their input and engaging them in frank discussions.

• Ensure the middle and lower ranks have direct contact with real-life customers.

6. Engage, engage, engage (communicate communicate & communicate) Leaders often make the mistake of imagining that if they convey a strong message of change at the start of an initiative, people will understand what to do. Nothing could be further from the truth.

Powerful and sustained change requires constant communication, not only throughout the rollout but

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after the major elements of the plan are in place. The more kinds of communication employed, the more effective they are.

A global publisher undertook a major initiative to become more digital, putting in place far-reaching structural changes. The top leaders decided to engage people throughout the company at a variety of levels. First, they convened a series of town halls where large groups were given the news and invited to ask how the company-wide shift would affect them. Executives followed this with function-wide meetings where people could learn, for example, about the prospective impact on finance or human resources.

Finally, an internal trade fair was planned to showcase what various teams were doing to make the company more digital. This multifaceted and ongoing communications effort kept the message alive, giving every employee an understanding of the change and a stake in the outcome.

7. Lead beyond the lines Change has the best chance of cascading through an organization when everyone with authority and influence is involved. In addition to those who hold formal positions of power—the company’s recognized leaders—this group includes people whose power is more informal and is related to their expertise, to the breadth of their network, or to personal qualities.

I call these informal leaders “special forces.” They can be found throughout any organization. They might include a well-respected field supervisor, an innovative project manager, or a receptionist who’s

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been at the firm for long time.

Companies that succeed at implementing major change identify these people early and find ways to involve them as participants and guides. There are three distinct kinds of informal leaders: • Pride builders- are great at motivating others and inspiring them to take pride in their work.

People influenced by them feel good about working for the organization and have a desire to go above and beyond.

• Trusted nodes- are go-to people.

They are repositories of the organization’s culture. They are the ones approached by people who want to know what’s really happening in the organization—for example, when they’re trying to figure out if those leading a change initiative are actually going to follow through.

• Change ambassadors- know, as if by instinct, how to live the change the organization is making. They serve as both exemplars and communicators, spreading the word about why change is important. Informal leaders must be identified before they can be engaged. The best way to do this in a large organization is to run a network analysis. By mapping out connections and seeing who people talk to, you can complement the formal organization chart with one that enables you to lead outside the lines.

8. Leverage formal solutions Persuading people to change their behavior won’t suffice for

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transformation unless formal elements—such as structure, reward systems, ways of operating, training and development—are redesigned to support them. Many companies fall short in this area.

9. Leverage informal solutions Even when the formal elements needed for change are present, the established culture can undermine them if people revert to long-held but unconscious ways of behaving.

This is why formal and informal solutions must work together.

One of the most powerful solutions was purely cultural and informal—changing the informal motto that governed frontline decision making. The slogan of the cost-cutting era, “Ship by any means,” was replaced by a new aphorism: “If it’s not right, don’t ship it.” Pride builders were enlisted to instill the message that everyone needed to prevent flawed products from going out, even if that meant pulling products apart to check them or slowing down production.

By asking people at every level to be responsible for quality and by celebrating and rewarding improvements, change leaders were able to create an ethic of ownership in the product and vanquish the old ethic: “We just do what we’re told.”

10. Assess and adapt The Strategy& Katzenbach Center survey revealed that many organizations involved in transformation efforts fail to measure their success before moving on. Leaders are so eager to claim victory that they don’t take the time to find out what’s working

and what’s not, and to adjust their next steps accordingly. This failure to follow through results in inconsistency and deprives the organization of needed information about how to support the process of change throughout its life cycle.

A global consumer products company had made a far-ranging commitment to lowering costs.

Leaders designed a robust change template and implemented it widely; the metrics indicated that they were succeeding. But the company wanted to be sure that people understood the ongoing nature of this commitment. So they rolled out a series of pulse surveys and convened focus groups to describe the case for change and the new behaviors required of everyone. The first round of surveys found that only 60% of respondents understood the message. The company then called on informal leaders to play a bigger role in evangelizing for the initiative.

They continued to run these surveys and focus groups to measure the result until a more sizable majority of the staff had shown they were prepared.

These 10 guiding principles offer a powerful template for leaders committed to effecting sustained transformational change. The work required can be arduous and exacting. But the need for major change initiatives is only going to become more urgent. It behooves us all to get it right. » About the Author Fellow Member, ICSB

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« RESISTANCE TO CHANGE: MYTH AND REALITY - Md. Shiful Islam ACS

W

ith a view to have a clear introduced the ‘Managed Change’ idea about the area of process. organizational change,firstly we may single out Since then a number of research strategy, structure, and and development was initiated in organizational power. Others may the field of change management add technology or the corporate and a significant improvement population ("people"). All of these visualized over the decades. areas, of course, are related; Among others, the rapid change in companies often must institute areas such as information changes in all areas when they technology and human resources 1990s, widespread attempt to make changes in one. during of change Change may also occur in broader acceptance scale or small scale in organization. management during 2000s ; rapid Strategic change, can take place on growth of change management a large scale e. g. when a company tools and training through this shifts its resources to enter a new period, emergence of as many as line of business; or on a small scale 320 consulting firms offering e. g. when a company makes productivity "CHANGE YOUR THOUGHTS AND improvements in order to YOU CHANGE YOUR WORLD" reduce costs.

Change management as a discipline began to emerge in the 1980s driven by leading consulting firms working with Fortune 50 companies. Early adopters were GE, Ford, AT&T, etc.

They pioneered the concept of change management and derived flashed improvement and competitive advantage through it.JeanenneLaMarsh was actively using her organizational change model in the 1980's with companies like AT&T Bell Laboratories and later with Ford and Caterpillar. She authored the book ‘Changing the Way We Change’ in 1995 and later

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negative consequence or the negative slogan about the change management always goes to shoulder of workers. If it claims success then credit goes to management or the leaders of the company. If there is any discomfort, then the workers or the employees are blamed.

It’s a common myth thatpeople resist change. As if there’s some gene in our DNA that hard-wires us to stay stuck. But, there is no ‘resist-change’ gene. People don’t actually resist change. People appear to be resisting change.

Across the world a good number of studieswere conducted by famous management scholars, international journals, business schools, — Henry Wadsworth Longfellow consulting firms including Bain & Company and it was found that mythsstill exist in today’s consulting services by 2011and the corporate world about the change formation of the industry’s first management. Every time it is the global association for change workers whoare to take upon management practitioners, the shoulders all the fiasco.

Association of Change Management Professionals (“ACMP”)at the close of the decadegave change management a strong positioning.

Though huge developments occurred in the sector and it associated a number of parties such as change advocate,change targets,change sponsor, change agent, external influencers etc., the

Their findings reinforce what decades of experience with clients have shown us: companies usually fall prey to some common change management myths, which lead to a superficial approach to change initiatives.

Many companies assume they can get it done, for instance, with the right combination of strong incentives for their leaders and overlook the

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importance of building employee commitment during a change effort. The 30 percent of companies that succeed take a radically different course of action.

They know that success requires leaders to learn and apply some counterintuitive strategies to change. Let’s take a look at some common mysths.

Myth: As long as the effect on

people is minimized, change will succeed

Reality: It’s about helping people succeed despite their discomfort

Reality: The risks of change are predictable, measurable and manageable

Myth: Workers don’t want to

Most companies devote too little effort to predicting how the transformation will affect the organization. The leaders of a change effort tend to focus on limiting the risks by using the tools they most know about, such as incentives. But they leave a lot on the table by not using the full range of tools available to mitigate risks.

And they often fail to distinguish when to use which risk mitigation tool.

attitude still exist in the workplace.

know/own the business.

Reality: White collar-blue collar

It is commonly cited in most of the events, that the workers or the employees do not own the business or the business does not belong to its employees. But the reality is that the workers are not properly communicated and honored by the top management of the employees. Consequently feeling of white collar and blue collar concept exist significantly and it results in getting employees discouraged, not committed and not determined towards organizational objective.

Myth: All you need is good Everybody knows that change leadership and day-to-day starts by aligning people around a management vision. But many organizations fail to win broad support, from the Reality: Disruption changes the Myth: Treating change start to C-suite to the frontline. The reason rules of the game—and the begin when it comes to the for that is fundamental: Workers. change disrupts what people "THE NOTION THAT WORKERS Reality: Change start expect from their jobs and sufficiently earlier at the RESIST CHANGE IS JUST….SILLY. many leaders don’t bother to strategic level/top level EMPLOYEES WILL ALWAYS CHANGE anticipate—and plan for—the reactions of the individuals WHEN THE CHANGE MAKES THEM The change process start who will feel the impact the AND THEIR COMPANIES MORE sufficiently earlier to the most.

When people SUCCESSFUL AND IS CONSISTENT point when it becomes a experience loss of control, WITH A MORE ENJOYABLE WORK subject to the employees many will do anything; even EXPERIENCE.” supposed to deal with it. The remain in unsatisfying — Jeffrey Pfeffer, Stanford Business success and failure scenario situations, to try to Professor is not judged at the top level, reestablish some form of though highly strategic and predictability.

Readjusting sensitive efforts need to play by the expectations to the changed patterns for success are often top levels of management or the environment consumes mental, counterintuitive leaders. emotional and physical energy.

Distracted employees cannot When an organization experiences Managing Resistance to meet productivity and quality high levels of disruption, the Change standards. That puts the core management rules change. The business at risk, and leaves people practices and patterns that have It is normal to experience with little or no capacity to change proven effective for leading the resistance whenever there is organization break down when the way they do their jobs. change. Understanding that there employees are struggling to will be resistance to change will help Myth: So much about change is understand what change means one anticipate resistance, identify irrational and hard to predict for them. its sources and reasons, and

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« modify one’s efforts to manage the issues of change to ensure the success of change efforts. That’s why Kotterin this book ‘Leading Change argued that the change agent should be the change leader who can keep a company a step ahead over the change manager.

Resistance is good for managers because it makes them check their assumptions and it forces them to clarify what you are doing. Manager must always probe the objections to find the real reason for resistance. Many times, it comes down to personal fear.

4. Design flexibility into change by phasing it in wherever possible.

This will allow people to complete current efforts and assimilate new behaviours along the way. Allow employees to redefine their roles during the course of implementing change.

5. Be open and honest and respective.

As a leader, you must take the time to understand resistance and you may have to come at it from several different angles before it is conquered. You must understand what your employees are feeling, as well as thinking.

6. Do not leave openings for people to return to the status quo. If you and your organization are not ready to commit yourselves to the change, don't announce the strata.

Ways to reduce resistance to change:

7. Focus continually on the positive aspects of the change. Be specific where you can.

1. Involve interested parties in the planning of change by asking them for suggestions and incorporating their ideas.

8. Get the employees to own the business

2. Clearly define the need for the change by communicating the strategic decision personally and in written form.

a

3. Address the "people needs" of those involved. Disrupt only what needs to be changed. Help people retain friendships, comfortable settings and group norms wherever possible.

9. Make the business Management can take concrete steps to deal constructively with these staff attitudes. The steps include emphasizing new standards of performance for staff specialists

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and encouraging them to think in different ways, as well as making use of the fact that signs of resistance can serve as a practical warning signal in directing and timing technological changes.

The smart leader finds advantages and strengthens their effort rightly knowing and predicting the probable consequences to be caused among the workers. Leader does not suppress the resistance/ responses of the employees rather they redress it efficiently and reaches the zenith of success with the stiff commitment of all stakeholders.

Source a. Kotter, J. P., & Schlesinger, L. A. (1979). Choosing strategies for change.

Harvard Business Review, 57, 106-114. b. Alan Bird, Gib Carey and Paul Meehan “Busting three common myths of change management”, Bain & Company January 12, 2011 c. SAE International » About the Author Associate Member and Adjunct Faculty of the Institute.

Kotter's 1996 book; ‘Leading Change’is one of the best-selling book in change management even in business. It is one of the best 20 books by ‘Time’ ever written in the business discipline. It details an intuitive, eight-stage process, each illustrated with examples drawn from his extensive consulting experience, for implementing real and lasting organizational change. As important as the practical tips, however, is the powerful distinction Kotter draws between managing change and leading change. As Kotter vividly demonstrates, only the latter can keep a company a step ahead.

Dr. John P. Kotter (born 1947) is the Konosuke Matsushita Professor of Leadership, Emeritus, at the Harvard Business School, a New York Times best-selling author, and the chairman of Kotter International, a management consulting firm.

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METHODOLOGIES AND FAILURE IN IMPLEMENTING CHANGE MANAGEMENT - Hasan Muhommod Sabbir

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he phrase "Change Management" can mean many things to many different people. Some may see it as simply communications and training. Others may see it from an IT perspective as the process for managing hardware and software version control. In the project management world, the phrase has sometimes been used to describe the steps for addressing a change in schedule or scope. In addition, some in the change management community have entertained other words as a label for managing the people side of change.

According to Prosci's definition of Change Management"Change management is the set of tools, processes, skills and principles for managing the people side of change to achieve the required outcomes of a change project or initiative."

Therefore, the summary about Change management is as followsChange management is the approach for supporting individuals through the changes required in how they do their jobs.

Three Mythologies about Managerial Change • Myth # 1: The Goal is Change

• The set of tools, processes, skills and principles

One of the first to study organization development, Kurt Lewin described the change process as Unfreeze > Change > Freeze.

It is commonly misinterpreted that the thing you are freezing is the change itself. That is, you permanently affix the initiative you are implementing. In

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No one will deny the importance of leadership driving and reinforcing the change process throughout the organization.

Nevertheless, does change need to start with leadership? The answer is a definite "no." There are numerous examples of large-scale organizational changes that started as either grass-roots efforts or small trials without much leadership involvement.

"CHANGE WILL NOT COME IF WE Moreover, ideas for change WAIT FOR SOME OTHER PERSON initiatives frequently come OR SOME OTHER TIME. WE ARE from people lower on the THE ONES WE HAVE BEEN organization chart that are WAITING FOR. WE ARE THE more directly affected by the CHANGE THAT WE SEEK." problems and challenges of -US President Barack Obama the organization.

The definition has three distinct clauses that will be addressed in more detail.

• To achieve the required outcomes of the project or initiative

• Myth # 2: Change Must Start at the Top

Perhaps we are victims of language.

Organizational change practitioners commonly talk as though the end goal is change itself.

It is common to say "implement change" as if the change itself is the

goal. It is not! Change is the process of bringing about the desired future state.

• For managing the people side of change

fact, it means that the state you freeze is the true desired future that continues as "normal" after the initiative ends.

When we believe that change only starts at the top, any lack of leadership commitment can make us feel like our efforts are fruitless.

The truth is that change can start with you. Your job is to help the leaders to drive and reinforce the change process.

• Myth # 3: People Behave Rationally You knew this was a myth already, didn't you? And yet as change

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« agents we frequently assume that we can predict what the reaction will be to our initiative based on what we think a rational human being would do.

We believe that if we provide a monetary incentive to accomplish something, it will motivate people to do it. We assume that if we list all the benefits of the initiative, people will get on board. We think that if we put a group in a room together with a goal they will work as a team to get it done. The good news is that although people do not always behave rationally, their irrational behavior is actually fairly predictable. When you think through the impact of your initiative, consider whether your plan is based on the assumption that people will behave the way you want them to behave or that people will behave as they will actually behave.

Change Management in Practice: Why Does Change be unsuccessful?

There is success and failure in change management.

However, resistance to change may be active or passive, overt or covert, individual or organized, aggressive or timid and on occasions totally justified.

Sadly, most significant change fails to meet the expectations and targets of the proposers. The failure is given the catchall name resistance, yet resistance can be principled and creative as well as from stake. Top management is frequently unreasonable in its expectations and time scale, forgetting the process it went through when it decided to make

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the change. An effective change manager will prepare an organization for change in the early stages of project definition and stakeholder review, by taking managers through a similar sales process and responding to their apparent resistance: the creative conflict.

This process is likely to improve the project definition and buy in. It will also ensure that it is clear the moment resistance becomes stake. It is unrealistic to expect an independent change manager to tackle vested interest resistance but the change director can use his or her intervention as a signal to the organization - such interventions should be few but telling.

An independent change manager is a cross between a foil and a lightning conductor - the foil ensuring that positive energy is

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• A further 20% failed to achieve their objectives but were nevertheless regarded as satisfactory • 65% were unsatisfactory.

A subsequent discussion forum on ecademy.com identified 7 key reasons why change fails. (The list is virtually identical to one made by Kotter at Harvard 15 years ago).

1. The organisation had not been clear about the reasons for the change and the overall objectives. This plays into the hands of any stakes.

2. They had failed to move from talking to action quickly enough.

This leads to mixed messages and gives resistance a better opportunity to focus.

3. The leaders had not been prepared for the change of management style required to manage a THE WORLD HATES CHANGE, YET changed business or one IT IS THE ONLY THING THAT HAS where change is the norm.

BROUGHT PROGRESS. "Change programmes" fail in that they are seen as – Charles Kettering just that: deflected to the right place, the lightening conductor removing negative energy from the organization.

Avoiding failure: managing resistance Resistance is a key element in why change fails. A recent informal UK survey of 120 government transformation programmes identified that: • 15% achieved their objectives

"programmers". The mentality of "now we're going to do change and then we'll get back to normal" causes the failure.

Change as the cliché goes is a constant; so a one off programme, which presumably has a start and a finish, does not address the long-term change in management style.

4. They had chosen a change methodology or approach that did not suit the business. Worse still had piled methodology upon methodology, programme upon

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programme. One organization had 6 sigma, balanced scorecard and IIP methodology all at the same time.

5. The organization had not been prepared and the internal culture had 'pushed back' against the change.

6. The business had 'ram raided' certain functions with little regard to the overall business (i.e. they had changed one part of the process and not considered the impact up or downstream) In short they had panicked and were looking for a quick win or to declare victory too soon.

7. They had set the strategic direction for the change and then the leaders had remained remote from the change (sometimes called 'Distance Transformation') leaving the actual change to less motivated people. Success has many parents; failure is an orphan.

Very few organizations will manage all 7! However, any one in isolation will make the change programme inconsistent and aggravate resistance. Advance planning and stakeholder management will avoid some of these pitfalls. Furthermore, the list is an invaluable diagnostic tool for identifying why (and where) resistance is taking place, giving an opportunity to defuse resistance by correcting the mistake.

Examples of Change Management Plans that Worked However, there is failure; success is not so far from the benchmark.

Some examples of Change Management are as follows-

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• British Airways Back in 1981, British Airways brought on board a new chairperson. When this chairperson started, he noticed that the company was very inefficient and was wasting many valuable resources. To make the organization more profitable, this chairperson decided to restructure the entire organization. He realized that the best way to do this was through a change methodology management plan.

Systematically, the company began reducing its workforce. But, before this was done, through his change management leadership, the chairman gave the company the reasons for the restructuring and privatization of the company in order to prepare them for the upcoming change. Thus, through leadership and communication, he directed his company through a difficult time that could have been disastrous without effective change management resistance communication.

• California State University While the 1980s may seem like a long time ago, a more recent example can be found at California State University (CSU). Any IT system change that happens at the main campus has to go through every satellite campus, meaning those 23 campuses and thousands of employees, staff, and students must adapt their IT systems as well.

Dealing with change at a smaller organization can be a nightmare by itself; it is worse at a larger organization like CSU. However, instead of merely throwing their hands up in disgust, the IT department decided to

institute an automated change management system. Using Cisco’s Pace functionality, the company can now make upgrades that will automatically make changes to the entire system. To make their change management strategy even more effective, they are now defining who can use what system and what changes they can make to their designated area. Their change management strategy considered the human factor and not only included the automated system, but also defined roles of change so that it would minimize the confusion and issues when a change has to be instituted.

In Conclusion, Change management is used for one reason: To ensure business success.

Without change management, the risks of missing project objectives, losing productivity, or complete project failure all increase and threaten a business’s future. Lacking effective, thorough, and timely change management is extremely hazardous to an organization.

Reference: http://www.torbenrick.eu/blog/changemanagement/20-awesome-quotes-o n-change-management/ https://hbr.org/2005/10/the-hard-sideof-change-management http://www.businessweek.com/articles /2013-05-01/the-key-to-managing-cha nge http://www.change-management.com/ tutorial-methodology-overview.htm

» About the Author IT Officer, ICSB

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« RESISTANCE TO CHANGE: SOLUTIONS - Rahat Mahmud

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hange can be a time of exciting opportunity for some and a time of loss, disruption or threat for others. How such responses to change are managed can be the difference between surviving and thriving in a work or business environment.

Change is an inherent characteristic of any organisation; all organisations whether in the public or private sector must change to remain relevant.

Change can originate from external sources through technological advances, social, political or economic pressures, or it can come from inside the organisation as a management response to a range of issues such as changing client needs, costs or a human resource or a performance issue. It can affect one small area or the entire organisation.

Nevertheless, all change whether from internal or external sources, large or small, involves adopting new mindsets, processes, policies, practices and behaviour.

Irrespective of the way the change originates, change management is the process of taking a planned and structured approach to help align an organisation with the change. In its most simple and effective form, change management involves

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working with an organisation’s stakeholder groups to help them understand what the change means for them, helping them make and sustain the transition and working to overcome any challenges involved. From a management perspective it involves the organisational and behavioural adjustments that need to be made to accommodate and sustain change.

Why is Managing Change Important?

Successful change involves ensuring employees’ capacity to

if people understand the benefits of change, they are more likely to participate in the change and see that it is successfully carried out, which in turn means minimal disruption to the organisation.

Techniques that can mitigate the challenges of achieving strategic transformations in organizations: While there is no one perfect way to communicate change, and each organisation should plan and determine the approach that best suits its culture and style, the following elements are common to successful communication approaches:

IRRESPECTIVE OF THE WAY THE CHANGE ORIGINATES, CHANGE MANAGEMENT IS THE PROCESS OF TAKING A PLANNED AND STRUCTURED APPROACH TO HELP ALIGN AN ORGANISATION WITH THE CHANGE. adapt to and work effectively and efficiently in the new environment.

The underlying basis of change management is that people’s capacity to change can be influenced by how change is presented to them. Their capacity to adapt to change can shrink if they misunderstand or resist the change, causing barriers and ongoing issues. The rationale is that

1. Clearly Communicate the Change Vision and Doing it early

By clearly communicating the change idea for how the organisation will look and feel at the end of the change, the foundation for the change can be established. The vision should be clear, compelling, able to be described in simple terms and capable of acting as a guide for change decisions and outcomes.

The earlier in the change process that the end goal is communicated, the easier it will be for people to adapt. People may work at cross purposes if they are unaware that they are pursuing dissimilar goals.

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2. Bring employees face to face with the external pressures to change Staff can be energized to participate in a change initiative if they understand how their work contributes to the company’s success. A consumer products company used small group meetings to reach all employees and to explain changes in its industry’s cost structure and its rapidly declining demand. These meetings, and the effective opening of the books on the industry, prepared the employees to shift from a “blank check” culture in which cost did not matter to a leaner institutional mind-set with fewer personnel and with organization-wide accountability for costs.

3. Outline the Benefits and Impacts of the Change Communication is important to overcome the fears and concerns aroused by change, to explain why the change is happening and what the whole thing really means in the long run. People wonder what effect it will have on them - will they still have a job after the change, will they maintain their position, will they have an interesting role, what will their future be? Because these questions will always be asked, and uncertainty in a working environment reduces productivity, it's important to communicate what is changing and why. This is the core of the message for many.

Stakeholders need to know who will be affected and how, why it is happening and what the timelines for the change are.

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4. Ensure the Organisation’s Leaders Actively Communicate throughout the Change Process

Finally, some, whom we call found change agents, are already demonstrating the behavior, values, and capabilities crucial to the future operating model.

The message from an organisation’s leaders need not just be about the progress of the change – important as that is – it is more about showing that the organisation and its leaders remain committed to the change. The personal and visible involvement of the organisation’s leaders in communicating the change, sends a powerful message to stakeholders about how serious the organisation is in implementing the change. This is not something that should be delegated. Active and visible management commitment gives credibility to communications, demonstrates management’s ownership to doing business in a different way and encourages a greater degree of stakeholder acceptance.

6. Using Multiple Channels to communicate the change message

5. Engage change believers People who “own” and drive the change can serve as role models. A clear best practice is to identify the believers early and encourage them to drive the changes. Some will have influence because of their positions or titles; among them will be early adopters and resisters of change, and both will affect the way people around them think. Others will be in the cultural center of the organization. Still others are leaders not because of their titles or positions, but because of their connections and ability to persuade or influence others.

Some people are visual learners best approached with written material. Others do better by listening and responding to the spoken word.

7. Manage employee feelings Help people deal with their emotional reactions to change and decide whether they can thrive in the new environment. For example, Booz Allen Hamilton research on severance package acceptance rates, shows that when the magnitude of layoffs and the scope of change are clearly communicated, 10 to 30 percent more employees accept voluntary severance than is the case in firms with less developed programs.

8. Provide Opportunities for Dialogue The more dramatic the change the greater the need for two way communication with stakeholders.

Providing opportunities to discuss and directly respond to stakeholders helps to promote a sense of ownership and tells stakeholders that their opinions are important and their comments and suggestions are valued.

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« 9. Repeating Change Messages Often Once the situation for change is communicated and it is clear that change is going to happen, regular communication is a priority. People also need multiple opportunities to hear and question information.

Repetition of clear and compelling change messages via multiple channels greatly increases the probability that it will get through to those who need to hear it.

10. Monitor and measure the effectiveness of communications The effort of monitoring and measuring results may seem time-intensive, but sampling key stakeholders’ reactions to communications is vital. It is rare that people hear exactly what is intended in a message the first time, and monitoring provides an opportunity to determine

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stakeholders’ level of awareness and attitudes, address instances of misinformation, identify and address ongoing issues and adjust and tailor the information to suit the needs of the change participants.

resist the change program. The top team needs to communicate that employees who cannot change will need to either move into new positions or leave the company.

11. Support the change with new tools and systems

Companies often say that their employees are their greatest asset.

Yet the very attributes that making them valuable — their commitment and passion, and the satisfaction, identity, and pride they derive from their work and the company’s success — also create formidable barriers to change. With these techniques, companies can break down these barriers and make change happen, while still treating their employees with dignity and respect.

The international bank cited above created customer profitability models to help the sales force identify priority accounts for cross-selling, and developed balanced scorecards to monitor changes in sales behavior and financial results. Incentives were being adapted to reward the selling of noncredit products. The most successful units have used recognition programs to help employees understand the new definitions of success.However, incentives also need to include negative effects for those who

Conclusion

» About the Author Senior Executive AFC Capital Limited

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CHANGING TRENDS IN SUPPLY CHAIN MANAGEMENT - Razia Sultana Lubna

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ith the buzz of globalization, the concept of change management has been taking place since mid-20thcentury. Idea of change management is a complete package of competitive advantages that allow an organization to quickly and effectively implement changes in order to meet market needs. It’s an application of structured process with a set of tools for leading human resources of an organization to change to achieve desired outcome. In broader form, change management is principally emphasis on human resources to change and targets leadership within all stages of an organization namely, executives, senior leaders, middle managers and line supervisors. After successful execution of change management, staffs feel engaged in the change process and work collectively towards a common objective, realizing benefits and delivering results. Today, in the business landscape, organizational change management as well as transformation has turned into permanent attributes because with innovative technologies, extensive new markets along with labour pools have jointly put powerful business models where capital

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flows and investor demand have become less predictable. To meet these challenges, organizations have become more sophisticated during the best practices for organizational change management and they are far more sensitive to and also more keenly aware of the role that culture plays.

A Snapshot on Contemporary Supply Chain Management In the era of globalization, technological advancement and increasing consumer demands is largely expected from the available

IT’S AN APPLICATION OF STRUCTURED PROCESS WITH A SET OF TOOLS FOR LEADING HUMAN RESOURCES OF AN ORGANIZATION TO CHANGE TO ACHIEVE DESIRED OUTCOME. performers on the market. This progressive trend has directed an uplifting competition by businesses competing with their products.

Currently, making available the potential consumer with a perfect product or service more rapidly as well as more reliably than the competition is no more distinguished as a competitive advantage. Thus, it is a prerequisite

to remain than in the changing game. Considering the state, now businesses is directed to pay attention on supply chain management for proper utilization of their money. Because whilst the supply chain works in a right way, it could able to provide swiftness and minimum cost as required by recent global trend. In fact additionally, superior performance management of supply chain is an effective competitive tool that enables to bring thrive in fierce business atmosphere. Therefore, integration is a crucial part of modern supply chain management with two prime ingredients such as information sharing and operational planning.

Core Change Issues in Supply Chain Management In the light of contemporary supply chain management concept, several research reports have focused on ten core change issues for all categories of industry.

Take a look of them as bellow –

1. Emphasis on Customer Relationship Management than Customer Service By targeting limited resources consumer relationship can be an ideal game changer for all categories of business organization

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« since it demands consumer prioritization to boost revenue. For instance, few leading Supply Chain Forum has appraised that during global economic downturn, through focusing on critical consumer strategy many companies took out approximately 48% of their investment where as till date its on demand of improving consumer service.

2. Highlight Collaborative Relationships than Adversarial Relationships Collaborative relationship has strong efficiency to accomplish true win-win partnerships and thus few firms jointly can enjoy this advantage. Moreover, incredible breakthrough progresses in product availability, cash flow, cost management and shareholder value can also be experienced and simultaneously reduce adversarial overtones. Taken into following three success factors business organizations can establish long term mutual benefits.  Collaboration Commitment Forsuccessful collaboration between two organization mutual trusts is essential but simply trusting the business partner is risky. For this reason, external forces and internal interests are also required for best collaborative intentions as well as violation of the agreement.  Goal Congruency – secondly, collaborating parties need to share desired outcomes in order to stick with the original agreement until the venture is complete.

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 Integrated Information Sharing– thirdly, integrated technology sharing is needed to share real-time information to assess opportunities and threats to shared goals; then they can pre-emotively solve problems.

3. Consider a Transformational Agile Strategy than Incremental Change Though the supply chain is the heartbeat of an organization, the prime driver of economic profit and shareholder value, organizations clearly must havea transformational agile strategy by following three tasks as bellow.

1. Identify as well as document an expanded total landed cost 2. Develop business analytics and modeling skills 3. Build enhanced expertise in the application of decision support and it tools Modern researches firms indicate that supply chain agility possesses five different dimensions namely – a) Alertness: it defines as the organization’s ability to quickly detect changes, opportunities, and threats b) Accessibility: it is described as the ability to access relevant data c) Decisiveness: it attributes to use the available information to make decisions resolutely d) Swiftness: its the ability to implement decisions quickly

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e) Flexibility: its the expertness to modify the range of tactics and operations to the extent needed

4. Chose Process Integration than Functional Focus In many supply chain audits recognize that cross-functional integration consists of huge issue holding them back. Some of them are – i) organization’s operating model, ii) metrics alignment, iii) alignment with supply chain, iv) culture and v) tools.Business leaders have to first create strong and robust cross-functional integration within their organization and then they will have the opportunity to reach its integration potential with upstream suppliers and downstream customers.

Organizationis essentially needed to engage in this areafor fewmajor reasons. For example, A. Volatility is the new norm.

B. Segmented supply chains are necessary to handle high volume–low variability products vs. low volume and high variability products and highly profitable customers C. Agility along with responsiveness is compulsory to capture margins with profitable growth.

D. Wearing away of traditional competitive advantages like changing cost structures

5. Work on Relative Value for Customers than Absolute Value for the Firm Duringassessment of popularity scale of an organization, a set of key

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performance indicators (KPIs) is suddenly formedat a higher level of performance. Based on survey on thousand of organization, metrics framework is structured on following four key principles.

1. Create the right crossfunctional accountability 2. Establish a driverbased metrics framework 3. Set an appropriate goals 4. Ensure that metrics cannot be easily gamed

end-user demand data and data is now available for analysis and insight into demand patterns not just from channel partners but from end consumers.

these is the need for a strong focus on relationship management skills in the company of internal customers, employees and external partners.

7. Arrange Knowledge-Based Learning or Talent Management than Training

1. Global Orientation

To change the supply chain concept, firms have to be world-class at getting the right people with the right skill sets in the

2. Cross-Functional and CrossCompany Understanding 3. Leadership Skills 4. Technical Know-how

and

Analytics

5. Superior Business Skills

8. Exhibit Virtual Integration than Vertical Integration

6. Prefer Demand Management or End Casting than Forecasting Forecasting is conceptualized as predicting the demand from supply chain collaborator, whereas demand management or endcasting is heightened to focus on final consumer demand. A comprehensive trend has helped further this thought of end casting is the availability of vast amounts of July-December 2014

right place, and that does not happen without a lot of effort and focus. In consistent with that talent management has taken back seat in many firms and now many large manufacturers of consumer and industrial products is maintained the training budget. The best talent can only be acquired after it has been identified and to select the right people supply chain leaders require going through five key competencies. Embedded in all of

Third party experts can help an organization to change their supply chain game but only if they follow a well-defined set of best practices.The benefits of virtual integration consist of the potential for reduced price and labor cost, increased knowledge and access to a larger customer base though virtual integration can also introduce risk, supply chain disruption, fluctuating costs, and variable quality. Virtual integration may also require an investment in supply chain relationships that causes a shift in power and a loss of control.

9. Adopt Information Sharing and Visibility than Information hoarding Globalization see business intelligence as a key way to drive innovation and to do these organizations must move business intelligence from the periphery to the center of how business gets

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« done. This considers three key issues –

Common Change

Big Data and Key Insights– toavoid getting caught in the trap of focusing on and being inundated with big data

 Taking about changes rather than leading change

Data Quality – determine what constitutes high-quality data by developing specific metrics for measuring quality of the information The Breadth of Your Anticipated Supply Chain Network– chose solutions that enable or enhance firm’s ability to improve collaboration among members of your anticipated supply chain network like domestic or global

10. Practice Value-Based Management than Managerial Accounting The supply chain will not drive economic profit without a supply chain strategy. After working with thousands of firms researchers have surprisingly found very few that have a real supply chain strategy. To succeed the supply chain organization must challenge itself to take a broad economic profit based view, and they must understand his language and the language of the Board and thus the supply chain drives economic profit.

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Mistakes

during

 Burning platform where there is none  Value statement than dialogue about purpose  Focusing on the lack of resources than prevail over the circumstances.  Not removing change blockers and not offering education and training The benefits of change arefar balanced than dangers that oppose it. Low costs andincreasing customer satisfaction levels with customer value will therefore be a prioritywhenimplementing external integration.

As a result, management and employees must work together to support one another, to be flexible and open to changing as the market changes.

Thesuccess of the change is not all up to how management behaves but how they have preparedthe employees as well as on the environment in which they work.

Moreover, management must also remember tolook beyond the individual and place to remember that thechange is new for everyone as no change is the other alike.

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Sources: 1.Deanne Aguirre and Micah Alpern (Summer 2014) ‘10 Principles of Leading Change Management’, available at: < http://www.strategy-business.com/ media/file/sb75_00255_Feat_10pri nciples-r1.pdf > [accessed on 10 November 2014] 2.Global Supply Chain Institute (Spring 2013) ‘GAME-CHANGING TRENDS IN SUPPLY CHAIN’, available at: < http://www.ey.com/Publication/vwL UAssets/Game-Changing_Trends_i n_Supply_Chain/$FILE/UT%20Ga me%20Changing%20Trends%20in % 2 0 S C _ F I N A L % 2 0 O n l i n e .p d f >[accessed on 10 November 2014] 3.Emma Toivo (Spring 2008) ‘Change Management and Supply Chain Management’, available at: < http://www.diva-portal.org/smash/g e t /d i va 2 : 4 0 / F U L LT E X T 0 1 .p d f >[accessed on 10 November 2014] 4.Phil Buckley (01May 2013)‘The Key to Managing Change’, available a t : < http://www.businessweek.com/arti cles/2013-05-01/the-key-to-mana ging-change >[accessed on 10 November 2014] » About the Author Student, Executive Level – 1, ICSB

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EXPANSION OF AREA OF TAX NET TO EARN MORE REVENUE - Malik Muntasir Reza

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he National Board of Revenue (NBR) deserves thanks for taking initiatives to reduce harassment. But, such benefits must reach the doorsteps of taxpayers. People’s conviction is that complicacy in tax laws open the space of harassment. To reduce it, the tax laws should be user-friendly by way of making such kind of provisions transparent and easily understandable/ interpretable.

Calculation of tax slabs and investment allowances have to be simplified. It may categorize within one or two slabs instead of multiple slabs and should be rational. Tax officials have also to submit their tax returns along with their asset and liability statements to a different and independent body/authority so that their incomes also come under strict surveillance and scrutiny and scope of harassment of taxpayers are reduced and alleviated by laws by limiting such provisions.

It is to be mentioned that under 'Universal Self- Assessment', the few unscrupulous tax officials scan almost all the files/returns submitted by the taxpayers in the name of audit bypassing the motto of motivating people towards payment of taxes without intimidation and to avoid the devils mentioning tenacious reasons of tax dodging though the taxpayers meet all the conditions as per

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prevailing laws. In this regard benefit of laws are not reaching by the people. In most of the cases, in connivance with some unscrupulous officials, a large number of people find no other alternative but to conceal their actual income and pay tax at the lowest rate which is not commensurate with their tax liability even if they are paying tax which might be hundred times lesser than that of the tax rate to be leviable. A large number of people are living in metropolitan city area.

But among them the number of taxpayers holding TIN is very few even though some of them are holding it due to some compelling circumstances (i.e. in times of purchase of land/buildings or in matters associated with some trade bodies or other activities).

On the other hand, there are a lot of departmental stores, shops of different category/nature (i.e. small, medium and large) in Dhaka and other metropolitan areas and the number of taxpayers compared to such building owners/shop owners is very insignificant and not comparable. So, the number of taxpayers/vat payers/other duty payers can be increased manifold if an honest and strenuous drive is made.

Due to lack of control, supervision and monitoring, tax evasion, in connivance with such officials, is also going on in the field of VAT,

Customs Duty & other Regulatory Duties. Most of the shops/business houses are determining the prices after adding VAT, but a few of them are depositing VAT to the government exchequer.

Consequences of which reveals a budget deficit due to failing to achieve target set for revenue earnings from indirect sources.

Moreover, Customs duty also is not determined on the basis of actual price due to corruption by way of over/under-invoicing or through application of other techniques.

So, to widen tax/VAT/other duties regime/net, the following may be considered as useful tools/ techniques/ways of augmenting such earnings of the authorities:  Tax rate for an individual should be maximum 10/15 per cent on flat rate. Simplified and flat tax rate would make people pay tax happily due to its simplicity and reduced rate. It is to be mentioned that after deducting investment allowances and other admissible expenses, the rate of tax would be within or less than 15 per cent bracket;  To widen Tax/VAT net, the number of Tax/VAT/other duties payers can be increased by way of stopping pilferage;  To reduce/alleviate/stop pilferage, stringent and tougher provision(s) are to be incorporated for tax dodgers

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« and tax officials with its proper implementation;  Honest and actual Tax/VAT/other duties payers and Tax/VAT/Customs officials need to be rewarded by way of lucrative incentives;  Salary and compensation of Tax/VAT/Customs officials have to be commensurate with market scenario/inflation/living standard;  Different privileges/packages/ incentives have to be offered/ extended to Tax/VAT/Other Duties payers;  Tax/VAT/Other duties net has to be widened. Also a transparent system is to be adopted towards stopping/eliminating unauthorized income;  A separate watchdog has to be engaged to identify sources of assets/income earned by tax/VAT/Customs officials;  Zakat is to be considered and should be deducted from tax liability for muslim community and corporate bodies who are paying Zakat in addition to payment of Tax;  All notices are to be served electronically (i.e. by e-mail or other means) instead of manual system, so that no scope can be given to tamper such a notice by such officials;  Online tax return submission process has to be started soon;  Linkages with the NBR, the Bangladesh Bank and all other Banks have to be made so that every transaction can be monitored/identified, if deemed fit;

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 Surveillance software has to be introduced to identify persons evading income tax though having income over the minimum tax threshold and to identify transactions of such taxpayers not matched with their income/ expenses as disclosed;  Super or additional tax has to be imposed only after widening tax/VAT/Other Duties net up to certain level which should not be less than 90% of eligible tax/vat/duties payers,  All business transactions have to be made through electronic means so that reflection of such transactions can be reflected in his/her/their bank accounts as well as the NBR's domain,  Transaction through mobile banking increasing/growing rapidly and hoping to capture more than 80% of total economic activities, which will help to calculate real GDP for economists as well assist government agencies to easily track most of the transactions/economic activities of the country. This will also help regulators to identify illegal money and make them able to reduce risk of money laundering,  Tax/VAT etc. to be withdrawn from SIM Card & mobile sets, which will increase collection of more revenues from talk time,  Land administration to be reshuffled and fully automotive.

Because, a lot of money requires getting registration/mortgage/gift including obtainment of Mutations and other papers/documents from such

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offices. So, this illicit transaction can be avoided or at least reduced substantially (an example can be given in this respect: to get Mutation Parcha an owner has to bear cost of Tk. 15,000/- for Mohammedpur area, of which a very smallest portion came to government treasury) by way of purchasing/selling properties including obtainment of papers/documents from electronic means. This will help government to increase the tax revenues in thousand folds, even if, without increasing a single percent of taxes.  To encourage the entrepreneurs to form limited companies, tax rate for such companies to be less than those, who are carrying on businesses as proprietorship/par tnership firms. This also help the watchdogs to monitor companies having registration under the veils of an Act and increase revenues.  A major portion of the government's revenue comes from indirect tax such as VAT, Customs duty and other duties.

So, automated and stringent surveillance system can reduce/eliminate impediments of collecting revenue. In this regard, a uniform system has to be implemented to identify each transaction. » About the Author Senior Vice President and Company Secretary of Jamuna Bank Limited

July-December 2014

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July-December 2014

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July-December 2014