BRPD Circular Letter No. 55: Prohibiting presence of non-member at bank's Board Meetings

BRPD Circular Letter No. 55: Prohibiting presence of non-member at bank's Board Meetings

Banking Regulation and Policy Department
Bangladesh Bank
Head Office
Dhaka.

BRPD Circular Letter No. - 55 27 Kartik, 1427
Date: -----------------------
12 November, 2020

To,
Chairman, Board of Directors / Chief Executive Officer All Scheduled Banks-Companies operating in Bangladesh.

Dear Sir,

Regarding the avoidance of the presence of outsiders and non-members at the Board of Directors meetings of the bank.

Reference is drawn to your attention to BRPD Circular Letter No. 23 issued by this department on 26 December, 2013 on the above-mentioned subject.

2. Through the aforementioned Circular Letter, necessary instructions were provided regarding the avoidance of the presence of any outsider other than the directors of the bank, Managing Directors, and Company Secretary at the meetings of the Board of Directors and the committees assisting the Board. Furthermore, it was also instructed in the aforementioned Circular Letter that employees of any department of the bank may attend the said meetings when presenting any matter related to their respective departments (not for any other time).

3. Recently, Bangladesh Bank has come to know that in violation of the aforementioned instructions, outsiders, bank employees, and shareholders are attending and participating in the meetings of the Board of Directors and the committees assisting the Board of Directors of several banks. As a result, confidential matters discussed in the meetings are being disclosed, causing losses to bank-companies and depositors.

4. Considering the aforementioned matters, instructions are hereby given that under no circumstances shall any outsider, and except when specifically invited by the members of the Board and the committees assisting the Board, any employee/official and shareholder of the bank shall be present at the meetings of the Board of Directors and the committees assisting the Board.

5. To ensure compliance with the aforementioned instructions, the Managing Directors of the banks shall present this instruction to the Board for its information at the next meeting of the Board.

6. This instruction is issued under the powers granted by Section 45 of the Companies Act, 1991.

Yours faithfully,

(Md. Nazrul Islam)
Deputy General Manager
Phone-9530252