Corporate Governance Code

†iwR÷vW© bs wW G-1 evsjv‡k Bangladesh Securities and Exchange Commission Sher￾Corporate Governance Code No. BSEC/CMRRCD/2006 Bangladesh Securities and Exchange Commission (hereinafter referred to as the “Commission”) deems it fit that the consent already accorded by the Commission, or deemed to have been accorded by it, or to be accorded by it in future, to the issue of capital by the com exchange in Bangladesh, shall be subject to certain further conditions Corporate Governance Code the interest of investors and the capital market; evsjv‡k †M‡RU AwZwi³ msL¨v KZ…©cÿ KZ…©K cÖKvwkZ iweevi, Ryb 10, 2018 Bangladesh Securities and Exchange Commission Securities Commission Bhaban E-6/C Agargaon -e-Bangla Nagar Administrative Area Dhaka-1207, Bangladesh. NOTIFICATION Dated : 3 June 2018 Corporate Governance Code SEC/CMRRCD/2006-158/207/Admin/80:Whereas, the Securities and Exchange Commission (hereinafter referred to as the “Commission”) deems it fit that the consent already accorded by the Commission, or deemed to have been accorded by it, or to be accorded by it in future, to the issue of capital by the companies listed with any stock exchange in Bangladesh, shall be subject to certain further conditions Corporate Governance Code in order to enhance corporate governance in the interest of investors and the capital market; ( 6871 ) g~j¨ t UvKv 30.00 Whereas, the Securities and Exchange Commission (hereinafter referred to as the “Commission”) deems it fit that the consent already accorded by the Commission, or deemed to have been accorded by it, or to be accorded by panies listed with any stock exchange in Bangladesh, shall be subject to certain further conditions, i.e., in order to enhance corporate governance in

6872 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 Now, therefore, in exercise of the power conferred by section 2CC of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Commission hereby repeals its earlier Notification No. SEC/CMRRCD/2006-158/134/Admin/44, dated 07 August 2012, published in the official gazette on 30 August 2012 and the relevant Notification(s) on the same matter and, imposes the following further conditions, i.e., Corporate Governance Code to the consent already accorded by it, or deemed to have been accorded by it, or to be accorded by it in future, to the issue of capital by the companies listed with any stock exchange in Bangladesh:
Provided, however, that these conditions or Code are imposed on ‘comply’ basis; the companies listed with any stock exchange in Bangladesh shall comply with these conditions or Code in accordance with the condition No. 9. The Conditions, i.e., Corporate Governance Code:

1. Board of Directors.
   (1) Size of the Board of Directors The total number of members of a company’s Board of Directors (hereinafter referred to as “Board”) shall not be less than 5 (five) and more than 20 (twenty). (2) Independent Directors All companies shall have effective representation of independent directors on their Boards, so that the Board, as a group, includes core competencies considered relevant in the context of each company; for this purpose, the companies shall comply with the following: (a) At least one-fifth (1/5) of the total number of directors in the company’s Board shall be independent directors; any fraction shall be considered to the next integer or whole number for calculating number of independent director(s); (b) For the purpose of this clause “independent director” means a director (i) who either does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6873 (ii) who is not a sponsor of the company or is not connected with the company’s any sponsor or director or nominated director or shareholder of the company or any of its associates, sister concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship and his or her family members also shall not hold above mentioned shares in the company:
Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members; (iii) who has not been an executive of the company in immediately preceding 2 (two) financial years; (iv) who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary or associated companies; (v) who is not a member or TREC (Trading Right Entitlement Certificate) holder, director or officer of any stock exchange; (vi) who is not a shareholder, director excepting independent director or officer of any member or TREC holder of stock exchange or an intermediary of the capital market; (vii) who is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company’s statutory audit firm or audit firm engaged in internal audit services or audit firm conducting special audit or professional certifying compliance of this Code; (viii) who is not independent director in more than 5 (five) listed companies; (ix) who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan or any advance to a bank or a Non-Bank Financial Institution (NBFI); and (x) who has not been convicted for a criminal offence involving moral turpitude;

6874 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (c) The independent director(s) shall be appointed by the Board and approved by the shareholders in the Annual General Meeting (AGM); (d) The post of independent director(s) cannot remain vacant for more than 90 (ninety) days; and (e) The tenure of office of an independent director shall be for a period of 3 (three) years, which may be extended for 1 (one) tenure only:
Provided that a former independent director may be considered for reappointment for another tenure after a time gap of one tenure, i.e., three years from his or her completion of consecutive two tenures [i.e. six years]:
Provided further that the independent director shall not be subject to retirement by rotation as per the ,

(

)(Companies Act, 1994).  

Explanation: For the purpose of counting tenure or term of independent director, any partial term of tenure shall be deemed to be a full tenure. (3) Qualification of Independent Director. (a) Independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial laws, regulatory requirements and corporate laws and can make meaningful contribution to the business; (b) Independent director shall have following qualifications:
(i) Business Leader who is or was a promoter or director of an unlisted company having minimum paid-up capital of Tk.
100.00 million or any listed company or a member of any
national or international chamber of commerce or business association; or (ii) Corporate Leader who is or was a top level executive not lower than Chief Executive Officer or Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or Accounts or Company Secretary or Head of Internal Audit and Compliance or Head of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid-up capital of Tk.
100.00 million or of a listed company; or

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6875 Explanation: Top level executive includes Managing Director (MD) or Chief Executive Officer (CEO), Additional or Deputy Managing Director (AMD or DMD), Chief Operating Officer (COO), Chief Financial Officer (CFO), Company Secretary (CS), Head of Internal Audit and Compliance (HIAC), Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company. (iii) Former official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale, who has at least educational background of bachelor degree in economics or commerce or business or Law; or (iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law; or (v) Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Management Accountant or Chartered Financial Analyst or Chartered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification; (c) The independent director shall have at least 10 (ten) years of experiences in any field mentioned in clause (b); (d) In special cases, the above qualifications or experiences may be relaxed subject to prior approval of the Commission. (4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer. (a) The positions of the Chairperson of the Board and the Managing Director (MD) and/or Chief Executive Officer (CEO) of the company shall be filled by different individuals; (b) The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall not hold the same position in another listed company; (c) The Chairperson of the Board shall be elected from among the non-executive directors of the company;

6876 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director and/or Chief Executive Officer; (e) In the absence of the Chairperson of the Board, the remaining members may elect one of themselves from non￾executive directors as Chairperson for that particular Board’s meeting; the reason of absence of the regular Chairperson shall be duly recorded in the minutes. (5) The Directors’ Report to Shareholders The Board of the company shall include the following additional statements or disclosures in the Directors’ Report prepared under
section 184 of the Companies Act, 1994 (Act No. XVIII of 1994):
(i) An industry outlook and possible future developments in the industry; (ii) The segment-wise or product-wise performance; (iii) Risks and concerns including internal and external risk factors, threat to sustainability and negative impact on environment, if any; (iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin, where applicable; (v) A discussion on continuity of any extraordinary activities and their implications (gain or loss); (vi) A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions; (vii) A statement of utilization of proceeds raised through public issues, rights issues and/or any other instruments; (viii) An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Share Offer, Direct Listing, etc.;

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6877 (ix) An explanation on any significant variance that occurs between Quarterly Financial performances and Annual Financial Statements; (x) A statement of remuneration paid to the directors including independent directors; (xi) A statement that the financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity; (xii) A statement that proper books of account of the issuer company have been maintained; (xiii) A statement that appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment; (xiv) A statement that International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed; (xv) A statement that the system of internal control is sound in design and has been effectively implemented and monitored; (xvi) A statement that minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly and have effective means of redress; (xvii) A statement that there is no significant doubt upon the issuer company’s ability to continue as a going concern, if the issuer company is not considered to be a going concern, the fact along with reasons there of shall be disclosed; (xviii) An explanation that significant deviations from the last year’s operating results of the issuer company shall be highlighted and the reasons thereof shall be explained; (xix) A statement where key operating and financial data of at least preceding 5 (five) years shall be summarized; (xx) An explanation on the reasons if the issuer company has not declared dividend (cash or stock) for the year;

6878 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (xxi) Board’s statement to the effect that no bonus share or stock dividend has been or shall be declared as interim dividend; (xxii) The total number of Board meetings held during the year and attendance by each director; (xxiii) A report on the pattern of shareholding disclosing the aggregate number of shares (along with name-wise details where stated below) held by: (a) Parent or Subsidiary or Associated Companies and other related parties (name-wise details); (b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and Compliance and their spouses and minor children (name-wise details); (c) Executives; and (d) Shareholders holding ten percent (10%) or more voting interest in the company (name-wise details); Explanation: For the purpose of this clause, the expression “executive” means top 5 (five) salaried employees of the company, other than the Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer and Head of Internal Audit and Compliance. (xxiv) In case of the appointment or reappointment of a director, a disclosure on the following information to the shareholders: (a) a brief resume of the director; (b) nature of his or her expertise in specific functional areas; and (c) names of companies in which the person also holds the directorship and the membership of committees of the Board;

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6879 (xxv) A Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company’s position and operations along with a brief discussion of changes in the financial statements, among others, focusing on:
(a) accounting policies and estimation for preparation of financial statements; (b) changes in accounting policies and estimation, if any, clearly describing the effect on financial performance or results and financial position as well as cash flows in absolute figure for such changes; (c) comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows for current financial year with immediate preceding five years explaining reasons thereof; (d) compare such financial performance or results and financial position as well as cash flows with the peer industry scenario; (e) briefly explain the financial and economic scenario of the country and the globe; (f) risks and concerns issues related to the financial statements, explaining such risk and concerns mitigation plan of the company; and (g) future plan or projection or forecast for company’s operation, performance and financial position, with justification thereof, i.e., actual position shall be explained to the shareholders in the next AGM; (xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No. 3(3) shall be disclosed as per Annexure-A; and (xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.

6880 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (6) Meetings of the Board of Directors The company shall conduct its Board meetings and record the minutes of the meetings as well as keep required books and records in line with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Code. (7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer (a) The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) at condition No. 6, for the Chairperson of the Board, other board members and Chief Executive Officer of the company; (b) The code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency.
2. Governance of Board of Directors of Subsidiary Company.
(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company; (b) At least 1 (one) independent director on the Board of the holding company shall be a director on the Board of the subsidiary company; (c) The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company; (d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also; (e) The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company.

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6881
3. Managing Director (MD) or Chief Executive Officer (CEO), Chief
Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS). (1) Appointment (a) The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit and Compliance (HIAC); (b) The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall be filled by different individuals; (c) The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time; (d) The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC and the CS; (e) The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s). (2) Requirement to attend Board of Directors’ Meetings The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board:
Provided that the CS, CFO and/or the HIAC shall not attend such
part of a meeting of the Board which involves consideration of an
agenda item relating to their personal matters.

6882 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (3) Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO) (a) The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and (ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards and applicable laws; (b) The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board or its members; (c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.
4. Board of Directors’ Committee.
For ensuring good governance in the company, the Board shall have at least following sub-committees:
(i) Audit Committee; and
(ii) Nomination and Remuneration Committee.
5. Audit Committee.
(1) Responsibility to the Board of Directors.
(a) The company shall have an Audit Committee as a sub￾committee of the Board; (b) The Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business; (c) The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall be clearly set forth in writing.

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6883 (2) Constitution of the Audit Committee (a) The Audit Committee shall be composed of at least 3 (three) members; (b) The Board shall appoint members of the Audit Committee who shall be non-executive directors of the company excepting Chairperson of the Board and shall include at least 1 (one) independent director; (c) All members of the audit committee should be “financially literate” and at least 1 (one) member shall have accounting or related financial management background and 10 (ten) years of such experience; Explanation: The term “financially literate” means the ability to read and understand the financial statements like statement of financial position, statement of comprehensive income, statement of changes in equity and cash flows statement and a person will be considered to have accounting or related financial management expertise if he or she possesses professional qualification or Accounting or Finance graduate with at least 10 (ten) years of corporate management or professional experiences. (d) When the term of service of any Committee member expires or there is any circumstance causing any Committee member to be unable to hold office before expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board shall appoint the new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee; (e) The company secretary shall act as the secretary of the Committee; (f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

6884 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (3) Chairperson of the Audit Committee (a) The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit Committee, who shall be an independent director; (b) In the absence of the Chairperson of the Audit Committee, the remaining members may elect one of themselves as Chairperson for that particular meeting, in that case there shall be no problem of constituting a quorum as required under condition No. 5(4)(b) and the reason of absence of the regular Chairperson shall be duly recorded in the minutes. (c) Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM):
Provided that in absence of Chairperson of the Audit Committee, any other member from the Audit Committee shall be selected to be present in the annual general meeting (AGM) and reason for absence of the Chairperson of the Audit Committee shall be recorded in the minutes of the AGM. (4) Meeting of the Audit Committee (a) The Audit Committee shall conduct at least its four meetings in a financial year:
Provided that any emergency meeting in addition to regular meeting may be convened at the request of any one of the members of the Committee; (b) The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two-third of the members of the Audit Committee, whichever is higher, where presence of an independent director is a must.

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6885 (5) Role of Audit Committee The Audit Committee shall: (a) Oversee the financial reporting process; (b) monitor choice of accounting policies and principles; (c) monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report; (d) oversee hiring and performance of external auditors; (e) hold meeting with the external or statutory auditors for review of the annual financial statements before submission to the Board for approval or adoption; (f) review along with the management, the annual financial statements before submission to the Board for approval; (g) review along with the management, the quarterly and half yearly financial statements before submission to the Board for approval; (h) review the adequacy of internal audit function; (i) review the Management’s Discussion and Analysis before disclosing in the Annual Report; (j) review statement of all related party transactions submitted by the management; (k) review Management Letters or Letter of Internal Control weakness issued by statutory auditors; (l) oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time required for effective audit and evaluate the performance of external auditors; and

6886 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (m) oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus approved by the Commission:
Provided that the management shall disclose to the Audit Committee about the uses or applications of the proceeds by major category (capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly basis, as a
part of their quarterly declaration of financial results:
Provided further that on an annual basis, the company shall prepare a statement of the proceeds utilized for the purposes other than those stated in the offer document or prospectus for publication in the Annual Report along with the comments of the Audit Committee. (6) Reporting of the Audit Committee (a) Reporting to the Board of Directors (i) The Audit Committee shall report on its activities to the Board. (ii) The Audit Committee shall immediately report to the Board on the following findings, if any: (a) report on conflicts of interests; (b) suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process or in the financial statements; (c) suspected infringement of laws, regulatory compliances including securities related laws, rules and regulations; and (d) any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately;

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6887 (b) Reporting to the Authorities If the Audit Committee has reported to the Board about anything which has material impact on the financial condition and results of operation and has discussed with the Board and the management that any rectification is necessary and if the Audit Committee finds that such rectification has been unreasonably ignored, the Audit Committee shall report such finding to the Commission, upon reporting of such matters to the Board for three times or completion of a period of 6 (six) months from the date of first reporting to the Board, whichever is earlier. (7) Reporting to the Shareholders and General Investors Report on activities carried out by the Audit Committee, including any report made to the Board under condition No. 5(6)(a)(ii) above during the year, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of the issuer company.
6. Nomination and Remuneration Committee (NRC).
(1) Responsibility to the Board of Directors (a) The company shall have a Nomination and Remuneration Committee (NRC) as a sub-committee of the Board; (b) The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive; (c) The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas stated at the condition No. 6(5)(b).

6888 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (2) Constitution of the NRC (a) The Committee shall comprise of at least three members including an independent director; (b) All members of the Committee shall be non-executive directors; (c) Members of the Committee shall be nominated and appointed by the Board; (d) The Board shall have authority to remove and appoint any member of the Committee; (e) In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee; (f) The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee; (g) The company secretary shall act as the secretary of the Committee; (h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director; (i) No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the company.

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6889 (3) Chairperson of the NRC (a) The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director; (b) In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes; (c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders:
Provided that in absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the annual general meeting (AGM) for answering the shareholder’s queries and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM. (4) Meeting of the NRC (a) The NRC shall conduct at least one meeting in a financial year; (b) The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC; (c) The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher, where presence of an independent director is must as required under condition No. 6(2)(h); (d) The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.

6890 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (5) Role of the NRC (a) NRC shall be independent and responsible or accountable to the Board and to the shareholders; (b) NRC shall oversee, among others, the following matters and make report with recommendation to the Board:
(i) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering the following:
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully; (b) the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals; (ii) devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality; (iii) identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6891 (iv) formulating the criteria for evaluation of performance of independent directors and the Board; (v) identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria; and (vi) developing, recommending and reviewing annually the company’s human resources and training policies; (c) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report.
7. External or Statutory Auditors.
(1) The issuer company shall not engage its external or statutory auditors to perform the following services of the company, namely:- (i) appraisal or valuation services or fairness opinions; (ii) financial information systems design and implementation; (iii) book-keeping or other services related to the accounting records or financial statements; (iv) broker-dealer services; (v) actuarial services; (vi) internal audit services or special audit services; (vii) any service that the Audit Committee determines; (viii) audit or certification services on compliance of corporate governance as required under condition No. 9(1); and (ix) any other service that creates conflict of interest.

6892 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 (2) No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company; his or her family members also shall not hold any shares in the said company:
Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members. (3) Representative of external or statutory auditors shall remain present in the Shareholders’ Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of the shareholders.
8. Maintaining a website by the Company.
(1) The company shall have an official website linked with the website of the stock exchange. (2) The company shall keep the website functional from the date of listing. (3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchange(s).
9. Reporting and Compliance of Corporate Governance.
(1) The company shall obtain a certificate from a practicing Professional Accountant or Secretary (Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of conditions of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report.

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6893 Explanation: “Chartered Accountant” means Chartered Accountant as defined in the Bangladesh Chartered Accountants Order, 1973 (President’s Order No. 2 of 1973); “Cost and Management Accountant” means Cost and Management Accountant as defined in the Cost and Management Accountants Ordinance, 1977 (Ordinance No. LIII of 1977); “Chartered Secretary” means Chartered Secretary as defined in the , ( ) (Chartered Secretaries Act, 2010). (2) The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the shareholders in the annual general meeting. (3) The directors of the company shall state, in accordance with the Annexure-C attached, in the directors’ report whether the company has complied with these conditions or not.

6894 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 Annexure-A [As per condition No. 1(5)(xxvi)] Name of the company ( ……….. Ltd.) Declaration by CEO and CFO Date: ………………………. The Board of Directors ………………….. Limited ………………………… ………………… ……….. Subject: Declaration on Financial Statements for the year ended on…. Dear Sirs, Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Notification No. ………………………. Dated ……… under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:
(1) The Financial Statements of …………………….. Limited for the year ended on …………………… have been prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately disclosed; (2) The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in order for the financial statements to reveal a true and fair view; (3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presented in its financial statements;

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6895 (4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records; (5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed; and (6) The management’s use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. In this regard, we also certify that:  (i) We have reviewed the financial statements for the year ended on …………….and that to the best of our knowledge and belief:
(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (b) these statements collectively present true and fair view of the Company’s affairs and are in compliance with existing accounting standards and applicable laws. (ii) There are, to the best of knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its members. Sincerely yours, (Name and Signature with date) (Name and Signature with date) Chief Executive Officer (CEO) Chief Financial Officer (CFO)

6896 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 Annexure-B [Certificate as per condition No. 1(5)(xxvii)] Report to the Shareholders of ……………………………… Limited on compliance on the Corporate Governance Code We have examined the compliance status to the Corporate Governance Code by …………………. Limited for the year ended on ……………………… This Code relates to the Notification No. ………………………… dated ……………….. of the Bangladesh Securities and Exchange Commission. Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code. This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code. We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion:
(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied, specify non-compliances); (b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code or not complied (if not complied, specify non-compliances); (c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securities laws and other relevant laws or not complied (if not complied, specify non￾compliances); and (d) The Governance of the company is highly satisfactory or satisfactory or not satisfactory. Place: For….......……….(Name of the firm) Dated: ------------(Signature with name and designation)

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6897 Annexure-C [As per condition No. 1(5)(xxvii)] Status of compliance with the conditions imposed by the Commission’s Notification No.SEC/CMRRCD/2006-158/207/Admin/80, dated 3 June 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:
(Report under Condition No. 9)
Condition No. Title Compliance Status (Put √ in the appropriate column) Remarks (if any) Complied Not complied 1(1) 1(2) (a) 1(2)(b)(i) 1(2)(b)(ii) 1(2)(b)(iii) 1(2)(b)(iv) 1(2)(b)(v) 1(2)(b)(vi) 1(2)(b)(vii) 1(2)(b)(viii) 1(2)(b)(ix) 1(2)(b)(x) 1(2)(c) 1(2)(d) 1(2)(e) 1(3)(a) 1(3)(b)(i) 1(3)(b)(ii) 1(3)(b)(iii) 1(3)(b)(iv) 1(3)(b)(v)

6898 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 Condition No. Title Compliance Status (Put √ in the appropriate column) Remarks (if any) Complied Not complied 1(3)(c) 1(3)(d) 1(4)(a) 1(4)(b) 1(4)(c) 1(4)(d) 1(4)(e) 1(5)(i) 1(5)(ii) 1(5)(iii) 1(5)(iv) 1(5)(v) 1(5)(vi) 1(5)(vii) 1(5)(viii) 1(5)(ix) 1(5)(x) 1(5)(xi) 1(5)(xii) 1(5)(xiii) 1(5)(xiv) 1(5)(xv) 1(5)(xvi) 1(5)(xvii) 1(5)(xviii) 1(5)(xix) 1(5)(xx) 1(5)(xxi) 1(5)(xxii) 1(5)(xxiii)(a) 1(5)(xxiii)(b)

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6899 Condition No. Title Compliance Status (Put √ in the appropriate column) Remarks (if any) Complied Not complied 1(5)(xxiii)(c) 1(5)(xxiii)(d) 1(5)(xxiv)(a) 1(5)(xxiv)(b) 1(5)(xxiv)(c) 1(5)(xxv)(a) 1(5)(xxv)(b) 1(5)(xxv)(c) 1(5)(xxv)(d) 1(5)(xxv)(e) 1(5)(xxv)(f) 1(5)(xxv)(g) 1(5)(xxvi) 1(5)(xxvii) 1(6) 1(7)(a) 1(7)(b) 2(a) 2(b) 2(c) 2(d) 2(e) 3(1)(a) 3(1)(b) 3(1)(c) 3(1)(d) 3(1)(e) 3(2) 3(3)(a)(i) 3(3)(a)(ii) 3(3)(b)

6900 evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 Condition No. Title Compliance Status (Put √ in the appropriate column) Remarks (if any) Complied Not complied 3(3)(c) 4(i) 4(ii) 5(1)(a) 5(1)(b) 5(1)(c) 5(2)(a) 5(2)(b) 5(2)(c) 5(2)(d) 5(2)(e) 5(2)(f) 5(3)(a) 5(3)(b) 5(3)(c) 5(4)(a) 5(4)(b) 5(5)(a) 5(5)(b) 5(5)(c) 5(5)(d) 5(5)(e) 5(5)(f) 5(5)(g) 5(5)(h) 5(5)(i) 5(5)(j) 5(5)(k) 5(5)(l) 5(5)(m) 5(6)(a)(i)

evsjv‡`k †M‡RU, AwZwi³, Ryb 10, 2018 6901 Condition No. Title Compliance Status (Put √ in the appropriate column) Remarks (if any) Complied Not complied 5(6)(a)(ii)(a) 5(6)(a)(ii)(b) 5(6)(a)(ii)(c) 5(6)(a)(ii)(d) 5(6)(b) 5(7) 6(1)(a) 6(1)(b) 6(1)(c) 6(2)(a) 6(2)(b) 6(2)(c) 6(2)(d) 6(2)(e) 6(2)(f) 6(2)(g) 6(2)(h) 6(2)(i) 6(3)(a) 6(3)(b) 6(3)(c) 6(4)(a) 6(4)(b) 6(4)(c) 6(4)(d) 6(5)(a) 6(5)(b)(i)(a) 6(5)(b)(i)(b) 6(5)(b)(i)(c) 6(5)(b)(ii) 6(5)(b)(iii)

6902 evsjv‡k †M‡RU, AwZwi³, Ryb 10, 2018 Condition No. Title Compliance Status (Put √ in the appropriate column) Remarks (if any) Complied Not complied 6(5)(b)(iv) 6(5)(b)(v) 6(5)(b)(vi) 6(5)(c) 7(1)(i) 7(1)(ii) 7(1)(iii) 7(1)(iv) 7(1)(v) 7(1)(vi) 7(1)(vii) 7(1)(viii) 7(1)(ix) 7(2) 7(3) 8(1) 8(2) 8(3) 9(1) 9(2) 9(3) This Notification shall be complied within 31 December 2018. By order of the Bangladesh Securities and Exchange Commission Dr. M. Khairul Hossain Chairman. †gvt jvj †nv‡mb, DccwiPvjK, evsjv‡k miKvix gyªYvjq, †ZRMuvI, XvKv KZ…©K gywªZ| †gvt Q‡ivqvi †nv‡mb, DccwiPvjK (AwZwi³ vwqZ¡), evsjv‡k dig I cÖKvkbv Awdm, †ZRMuvI, XvKv KZ…©K cÖKvwkZ| web site: www.bgpress.gov.bd