Bangladesh Securities and Exchange Commission [Capital Market Related Information Disclosure and Whistleblower Protection] Rules, 2026

Registered No. D A-1

Bangladesh Gazette
Extraordinary Issue
Published by Authority

Sunday, May 24, 2026

[ Notices and advertisements issued by private individuals and corporations for monetary consideration. ]

Bangladesh Securities and Exchange Commission
Notification

Date: 18 May 2026

No. 53.02.0000.201.22.0436.24.103.272.164—Whereas it is essential to ensure the implementation of the Securities Act and rules and regulations for the development of the capital market and protection of investors' interests, and to prevent misuse of power, corruption, favoritism, or market manipulation; and

Whereas it is necessary to ensure legal protection for whistleblowers to encourage such disclosures;

Whereas, under the powers conferred by Section 33(1) of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969) and Section 24(1) of the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), the Bangladesh Securities and Exchange Commission has, following prior publication, formulated the following rules, namely:—

1. Title and Commencement.—(a) These rules shall be called the 'Bangladesh Securities and Exchange Commission [Capital Market Related Information Disclosure and Whistleblower Protection] Rules, 2026'.

(b) These rules shall come into force immediately.

2. Definitions.—(1) Unless the subject or context otherwise requires, in these rules—

(a) 'Appropriate Authority' means the Chairman of the Bangladesh Securities and Exchange Commission;

(b) 'Rules and Regulations' means any provision of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969), the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), the Depository Act, 1999 (Act No. 6 of 1999), and the Exchange Demutualization Act, 2013 (Act No. 15 of 2013), or any rule, regulation, sub-law, order, or directive made thereunder;

(c) 'Information' means any information disclosed by a whistleblower that reveals the following matters concerning any income-regulating body, market intermediary, panel-listed audit firm, listed company, registered fund, integrated investment scheme, or Special Purpose Vehicle (SPV) registered by the Commission:

(i) Violation of Securities Act and rules and regulations;

(ii) Fraudulent activity, insider trading, or market manipulation transactions or operations;

(iii) Directly or indirectly enticing, inducing, effecting, deterring, or otherwise influencing any person's benefit regarding the purchase or sale of any securities by improper means or any other means;

(iv) Embezzlement, misuse of funds, and money laundering;

(v) Incomplete, misleading, or false presentation in financial statements;

(vi) Any other matter determined by the Commission from time to time;

(vii) Information concerning organizers, attempters, helpers, or instigators of the matters mentioned in clauses (i) to (vi);

(d) 'Whistleblower' means any officer, employee, board member, trustee board member, auditor, insider, or any person connected with such entity/ies of a registered income-regulating body, market intermediary, panel-listed audit firm, listed company, issuer, registered fund, Special Purpose Vehicle (SPV), or institution associated with securities issuance or management;

(e) 'Person Concerned with Disclosed Information' means any person or persons suspected or accused of involvement in the matters mentioned in clause (c) and clause (d) of sub-rule (1) of Rule 2.

(2) The definitions, conditions, meanings, and underlying significance used in these rules shall carry the same meaning as in the Code of Criminal Procedure, 1898 (Act No. 5 of 1898), Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969), Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), Depository Act, 1999 (Act No. 6 of 1999), Disclosure of Information in Public Interest (Protection) Act, 2011 (Act No. 7 of 2011), and Exchange Demutualization Act, 2013 (Act No. 15 of 2013).

3. Right to Disclose Information.—Any whistleblower who is employed, engaged, or contracted and reasonably believes they possess knowledge of 'Information' as defined in clause (c) of sub-rule (1) of Rule 2 shall have the right to disclose such information to the Appropriate Authority through the manner described in these rules.

4. Method of Disclosing Information.—(1) A whistleblower may disclose information to the Appropriate Authority by submitting Form-1, mentioning the matters specified therein, either personally or through their lawyer.

(2) If a whistleblower submits Form-1 as mentioned in sub-rule (1) to the Appropriate Authority and reasonably believes that the information is true, they shall be deemed to have sent it for the purpose of these rules.

(3) Any information mentioned in sub-rule (1) may be sent to the Appropriate Authority in writing, directly by hand, by post, or through any electronic medium.

Provided that if the Commission establishes an online portal for whistleblowers, information may also be sent through it.

(4) Each piece of information under these rules must be supported by prima facie evidence or supporting documents, if any.

5. Protection of Whistleblower.—(1) If a whistleblower discloses information under sub-rule (1) of Rule 4, due confidentiality shall be maintained regarding the use of the disclosed information, and their identity shall not be disclosed without their consent:

Provided that if the whistleblower discloses their identity to others before providing the information, this provision shall not apply to them.

(2) If a whistleblower is a job seeker, no departmental disciplinary action, such as biased demotion, harassing transfer, forced retirement, dismissal, censure, discriminatory behavior, unjust performance evaluation, denial of promotion or benefits, workplace harassment, intimidation, or forced resignation, or any other measure harmful to their mental, financial, or social reputation, shall be taken against them for disclosing information under these rules.

(3) If a person or institution mentioned in clause (d) of sub-rule (1) of Rule 2 takes any action mentioned in sub-rule (2) against a whistleblower for providing information under these rules, the Commission may take disciplinary action against the concerned person, institution, or relevant management authority.

(4) Information disclosed under Rule 4 shall not be used as evidence in any case.

(5) A whistleblower shall not be made a witness in any case concerning the disclosed information, nor shall any action be taken in the case proceedings that reveals the identity of such person:

Provided that if the whistleblower discloses their identity to others before disclosing the information, this provision shall not apply to them.

(6) If any case evidence, document, or paper contains information recording the whistleblower's identity, necessary measures shall be taken to keep the part containing such identity confidential when presenting it to the court:

Provided that the provisions of Section 19 of the Securities and Exchange Ordinance, 1969 shall be followed to maintain the confidentiality of the whistleblower's identity and the disclosed information.

(7) The Commission shall ensure that a banner or notice regarding the information disclosure method under these rules is displayed in a visible place in the reception hall of the persons or institutions mentioned in clause (d) of sub-rule (1) of Rule 2, and it shall mention the protection of whistleblowers.

6. Office of the Designated Officer and its Operations.—(1) The Appropriate Authority shall appoint an officer not lower than the rank of Additional Director of the Commission as the Designated Officer to conduct operations under these rules and establish an office named after the Designated Officer to perform their duties under these rules.

(2) The Appropriate Authority shall assign the necessary number of officers to the office of the Designated Officer to ensure smooth operations under these rules.

(3) The Appropriate Authority shall take necessary training measures for the smooth operation of the office of the Designated Officer and regarding information security and confidentiality.

7. Actions to be Taken Based on Disclosed Information.—(1) A confidential register in Form-2 shall be maintained in the office of the Designated Officer, in which the Designated Officer or an officer appointed by the Commission shall record the whistleblower's personal information and related information.

(2) The Designated Officer or an officer appointed by the Commission shall exercise utmost caution to ensure that the identity of the whistleblower recorded in the register maintained under sub-rule (1) is not disclosed; and if the confidentiality of such information is compromised, they and all persons aware of the information disclosed under sub-rule (1) of Rule 4 shall be liable unless they or they can prove that the whistleblower's identity was disclosed without their knowledge or that they made every effort to prevent the disclosure of the whistleblower's identity.

(3) The Designated Officer or an officer appointed by the Commission shall record the following matters in the register mentioned in sub-rule (1):

(a) Brief reasons if the disclosed information is investigated or examined;

(b) Reasons if the disclosed information is not investigated or examined;

(c) Recommendations regarding actions if the disclosed information is proven false during investigation or examination;

(d) Whether the whistleblower has been informed of the results of the investigation or examination;

(e) Measures taken to keep the whistleblower's identity confidential;

(f) Other relevant information or any other information determined by the Commission.

(4) A register of disclosed information in Form-3 shall be maintained in the office of the Designated Officer, in which the Designated Officer or an officer appointed by the Commission shall keep the whistleblower and the person concerned with the disclosed information confidential:

Provided that for the sake of the whistleblower's confidentiality, a pseudonym or code number shall be used instead of their name, and the Designated Officer or appointed officer shall record this in the aforementioned register.

(5) A register in Form-4 shall be maintained in the office of the Designated Officer, and the Designated Officer or appointed officer shall verify and screen the information received and store the preliminary evaluation report in it.

(6) During the verification and screening of information under sub-rule (5), the Designated Officer or appointed officer shall consider the information and documents submitted in support of the disclosed information, prepare an evaluation report in Form-5, and submit it to the Appropriate Authority.

(7) If the evaluation report mentioned in sub-rule (6) finds the disclosed information to be true, the Appropriate Authority shall refer the matter to the relevant department based on the type of offense.

(8) If the relevant department mentioned in sub-rule (7) deems it necessary, it shall refer the matter of conducting an investigation or examination against the disclosed information and the concerned person or institution to the Commission's Inspection, Enquiry and Investigation Department.

8. Procedure to be Followed in Preliminary Review.—(1) In any review conducted based on information disclosed under sub-rule (1) of Rule 4, if the Designated Officer or appointed officer seeks assistance, the whistleblower shall provide it:

Provided that a whistleblower shall not be compelled to assist in such a review if doing so may reveal their identity, endanger their life and physical safety, or cause them harm in any other way.

(2) During the preliminary review conducted under sub-rule (6) of Rule 7, if the Designated Officer or appointed officer deems it appropriate, they may issue a notice to the person concerned with the disclosed information to appear, providing a minimum of 3 (three) days' notice specifying the date, time, and place of appearance:

Provided that depending on the review and importance of the information, the person concerned with the disclosed information may be ordered to appear before the minimum time period;

Further provided that if the person concerned with the disclosed information cannot appear in person for any reasonable cause, they may submit their statement through a suitable representative.

(3) Upon receiving the notice under sub-rule (5), the person concerned with the disclosed information shall appear on the date, time, and place mentioned in the notice, or may apply to the Designated Officer or appointed officer for an extension of time; however, the Designated Officer or appointed officer may extend the time by up to 30 (thirty) days:

Provided that prior approval of the Commission is required for extending the time by more than 30 (thirty) days.

(4) For the purpose of sub-rule (2), the person concerned with the disclosed information may present evidence and arguments against the disclosed information to the Designated Officer or appointed officer via e-mail, fax, or any other electronic communication medium, or if necessary, send their reply, relevant information, and proofs via e-mail with electronic signatures.

(5) If the person concerned with the disclosed information fails to appear on the date and time mentioned in the notice after receiving the notice under sub-rule (1), or fails to apply for an extension of time as per the provisions of sub-rule (2), the Designated Officer or appointed officer shall refer the matter to the Appropriate Authority for a decision on taking action against such person under the provisions of sub-rule (6) of Rule 7.

9. Investigation or Examination Operations and Procedure.—(1) If a matter is referred to the Commission's Inspection and Investigation Department as per the provisions of sub-rule (8) of Rule 7, that department shall perform the duties of investigation or examination.

(2) The Chairman of the Commission, i.e., the Appropriate Authority, shall grant approval for the investigation under Section 21 of the Securities and Exchange Ordinance, 1969, or, where applicable, Section 17 of the Bangladesh Securities and Exchange Commission Act, 1993.

(3) The appointed investigation or examination officer or committee under sub-rule (2) shall complete the investigation or examination following Section 21 of the Securities and Exchange Ordinance, 1969, or, where applicable, Section 17 of the Bangladesh Securities and Exchange Commission Act, 1993.

(4) If during the investigation or examination, or upon completion of such investigation or examination, it is found that—

(a) The actual facts and complaints are of a trivial nature and baseless; or

(b) There are no sufficient reasons and elements to conduct investigation or examination and legal proceedings—

Then, the officer responsible for the investigation or examination or the committee formed for this purpose shall immediately inform the Appropriate Authority in writing of the reasons and close the proceedings, submitting such written communication to the Appropriate Authority.

(5) The officer responsible for the investigation or examination or the committee formed for this purpose shall complete the investigation or examination within the time granted by the Appropriate Authority and submit a report to the Chairman of the Commission.

10. Collection of Relevant Information and Data for Investigation or Examination.—During the investigation or examination of any matter under Rule 9, the responsible officer or committee formed for this purpose may collect relevant information and data from the whistleblower, if necessary:

Provided that such caution must be exercised in collecting such information and data that the whistleblower's identity is not revealed in any way.

11. Imposition of Disciplinary Actions.—Based on the recommendations of the investigation or examination report, the Appropriate Authority may take disciplinary actions against the person concerned with the disclosed information for violations of the existing Securities Act and rules and regulations under the Securities and Exchange Ordinance, 1969, Securities and Exchange Commission Act, 1993, Depository Act, 1999, and Exchange Demutualization Act, 2013.

12. Notification of Results.—If any action is taken based on the disclosed information under these rules, the whistleblower shall be informed while maintaining their confidentiality.

13. Application of Various Laws.—Unless otherwise provided in these rules, in relation to information disclosed under sub-rule (1) of Rule 4—

(a) The provisions of the Securities and Exchange Ordinance, 1969, or, where applicable, the Bangladesh Securities and Exchange Commission Act, 1993, shall apply to investigations or examinations;

(b) The provisions of the Securities and Exchange Ordinance, 1969, Bangladesh Securities and Exchange Commission Act, 1993, Depository Act, 1999, Exchange Demutualization Act, 2013, and, where applicable, the Code of Criminal Procedure, 1898, shall apply to the filing, trial, and resolution of criminal charges;

(c) The provisions of the Securities and Exchange Ordinance, 1969, and the Bangladesh Securities and Exchange Commission Act, 1993, and rules/regulations made thereunder, shall apply to actions against fraudulent activity, insider trading, market manipulation, or any other means of directly or indirectly enticing, inducing, effecting, deterring, or otherwise influencing any person's benefit regarding the purchase or sale of any securities;

(d) The provisions of the Securities and Exchange Ordinance, 1969, or, where applicable, the Bangladesh Securities and Exchange Commission Act, 1993, shall apply to actions against failure or non-cooperation in providing assistance during investigations or examinations, or disclosing false information;

(e) The provisions of the Disclosure of Information in Public Interest (Protection) Act, 2011, shall apply to matters concerning information disclosure and preservation of whistleblower confidentiality.

14. Financial Incentives or Honors.—(1) If a fine or penalty is collected based on the information disclosed by a whistleblower, the Appropriate Authority, while maintaining the confidentiality of the whistleblower's identity, may, at their discretion, provide appropriate financial incentives or honors to the concerned whistleblower under these rules:

Provided that this provision shall not apply to anonymous whistleblowers.

(2) For the purpose of sub-rule (1), the Commission may determine the conditions, amount, and method of providing financial incentives or honors from time to time by order:

Provided that the amount of financial incentive shall not exceed 25% (twenty-five percent) of the collected fine or penalty:

Further provided that the amount of such financial incentive shall in no case exceed 10 (ten) crore Taka.

(3) If any financial incentive or honor is provided under sub-rule (1), the Designated Officer or appointed officer shall record it in a register.

Form-1
[See Rule 4 (1)]
Information Disclosure Form

I, the undersigned, having full knowledge of my rights, duties, and protection under the 'Bangladesh Securities and Exchange Commission [Capital Market Related Information Disclosure and Whistleblower Protection] Rules, 2026', disclose the following information for the purpose of protecting investors' interests in the capital market:

1. Name of the institution concerned with the disclosed information:
2. Name and title of the person or persons concerned with the disclosed information:
3. Disclosed information or information:
4. Date of occurrence of the event concerned with the disclosed information:
5. Brief description of the event concerned with the disclosed information:
6. Description of attached documents, if any:
7. Name and address of witnesses (if any):
8. Whether the information has been disclosed elsewhere previously (if so, description):
9. Declaration by the whistleblower:
   (a) I certify that the above description is true and correct.
   (b) If the mentioned information is misleading, false, or made for any improper purpose, I shall have no right to any protection under these rules.
   (c) I will provide all necessary assistance to the relevant authority if there is no risk to my life and physical safety during the investigation or examination.

Signature and Date of Whistleblower or their Appointed Lawyer (if any):
Name:
Father's Name:
Mother's Name:
Age:
Title:
Address:
National ID Number:
Phone Number:
E-mail:

[Note: The whistleblower's identity shall be kept confidential in accordance with Rule 5(1) of these rules.]

(For Office Use)
Number of Disclosed Information:
Name and Title of the Officer to Whom Information is Disclosed:
Time and Date of Information Disclosure:

Form-2
[See Rule 7 (1)]
Register of Whistleblower's Personal and Related Information

Number of Disclosed Information:

Register Number:
Whistleblower's Code Number:

1. Whistleblower's Personal Information:
   Name - Age -
   Father's Name - Mother's Name -
   Address - National ID Number -
   Phone - E-mail -

2. Title and Office Address:

3. Whistleblower's Relationship with the Organization Concerned with the Disclosed Information:

4. Name and Address of the Organization Concerned with the Disclosed Information:

5. Type and Nature of Disclosed Information [as per Rule 2 (c)]:

6. Name and Title of the Officer to Whom Information is Disclosed:

7. Name and Title of the Officer Who Verified/Screened the Information:

8. Special Comments (if any):

Signature and Seal of Designated Officer or
Officer Appointed by the Commission

Form-3
[See Rule 7 (4)]
Register of Disclosed Information

Serial Number	Name, Title, and Address of Person(s) Concerned with Disclosed Information	Brief Description of Event Concerned with Disclosed Information	Whistleblower's Name, Title, and Address	Time and Date of Information Disclosure	Actions Taken After Receiving Disclosed Information	Comments
(1)	(2)	(3)	(4)	(5)	(6)	(7)
1
2
3
4
5

Signature and Seal of Designated Officer or
Officer Appointed by the Commission

Form-4
[See Rule 7 (5)]
Preliminary Evaluation Report of Disclosed Information

Serial Number	Description	Yes/No	Comments
(1)	(2)	(3)	(4)
1	Is the disclosed information related to a government institution, government officer, or any company or private individual?
2	Has the disclosed information been verified/screened?
3	If preliminary investigation is required during verification/screening, has permission from the Appropriate Authority been obtained?
4	Is the disclosed information malicious?
5	Is the disclosed information false, trivial, and opaque?
6	Are the documents attached with the disclosed information appropriate?
7	Is preliminary verification/screening or review necessary?

Date:..........

Signature and Seal of Designated Officer or
Officer Appointed by the Commission

Form-5
[See Rule 7 (6)]
Report Submitted Upon Completion of Preliminary Verification/Screening

Memo No.: Date:
Sender:
Name -
Title -
Office -
Recipient:
Name -
Title -
Office -
Subject:
Reference:
In view of the above subject, following the delegation of authority for preliminary investigation of the disclosed information on the past.................. date, the following report is submitted:

1. Name, address, and title of the person or persons concerned with the disclosed information:
2. If the person or persons concerned with the disclosed information are government officers, mention thereof:
3. Brief description of the event concerned with the disclosed information (clearly according to the sequence of disclosed information):
   (i)
   (ii)
   (iii)
4. Documents verified as supporting and important to prove the event concerned with the disclosed information:
   (i)
   (ii)
   (iii)
5. Comments after reviewing the statements of persons or persons supporting the event concerned with the disclosed information:
   (i)
   (ii)
   (iii)
6. Final proposal with concluding comments:

Signature and Seal of Designated Officer or
Officer Appointed by the Commission

By Order of the Bangladesh Securities and Exchange Commission

Khandakar Rasel Maxud
Chairman.

Mohammad Abu Yusuf, Deputy Director (Under Secretary), printed by Bangladesh Government Printing Office, Tejgaon, Dhaka.
Md. Nazrul Islam, Deputy Director (Under Secretary), published by Bangladesh Forms and Publications Office, Tejgaon, Dhaka. website: www.bgpress.gov.bd