BRPD Circular Letter No. 14: Formation of Board and Responsibilities of Directors of a Bank-Company

Bangladesh Bank
Head Office
Motijheel, Dhaka-1000
Bangladesh
Ref No.: BRPD-Circular-No.
Banking Regulation and Policy Department
20 Srabon 1432
BRPD Circular Letter No.-14 Date: ------------------- 04 August 2025

Chief Executive Officer/Managing Director
All Scheduled Banks Operating in Bangladesh

Dear Sir,

Regarding the policy on the formation of the Board of Directors of a bank-company and the duties and responsibilities of directors.

Reference is made to BRPD Circular No.-02, dated: 11 February 2024, on the subject cited above.

2. Through the aforementioned circular, various guidelines regarding meetings of the Board of Directors and its supportive committees of bank-companies were provided. According to paragraph 12.1(d) of the said circular, if a 'Note of Dissent' is given on any matter presented at the meetings of the Board of Directors and supportive committees, it must be recorded in the minutes. However, it has been observed that many banks are not complying with this instruction. Furthermore, in many instances, the discussions held on any matter/agenda presented at the meetings of the bank's Board of Directors and supportive committees, as well as the opinions provided by Bangladesh Bank inspectors along with the directors, are not appropriately reflected in the meeting minutes. Consequently, it becomes impossible to ensure the active participation and contribution of Board members in the meetings of the Board and supportive committees. In this context, instructions are hereby issued to follow the following policies to ensure the active participation and contribution of Board members in the meetings of the Board of Directors and supportive committees of bank-companies:

(a) Any discussion held at the meeting on any matter/agenda presented at the meetings of the bank's Board of Directors and supportive committees, and any dissenting/exceptional opinion/observation by any director, must necessarily be included in the meeting minutes;

(b) All observations/recommendations of the Board of Directors/supportive committee discussed at the meeting must be properly recorded in the minutes;

(c) If any director/directors give a 'Note of Dissent' on any matter/agenda presented at the meeting, it must be recorded in detail in the meeting minutes;

(d) If there is any inspector from Bangladesh Bank at the bank, the opinions/observations provided by such inspector of Bangladesh Bank on any matter/agenda presented at the meeting must be properly recorded in the meeting minutes.

3. In addition, other instructions mentioned in BRPD Circular No.-02, dated: 11 February 2024, shall remain unchanged.

4. These instructions are issued under the authority granted by Section 45 of the Banking Company Act, 1991; which shall take immediate effect.

Yours faithfully,

(Md. Alauddin)
Director (BRPD)
Phone: 9530095