Temporary Relaxations for Conducting AGM, EGM, and BOD Meetings via Digital Platforms

বাংলাদেশ সিকিউরিটিজ অ্যান্ড এক্সচেঞ্জ কমিশন
সিকিউরিটিজ কমিশন ভবন
ই-৬/সি আগারগাঁও, শের-ই-বাংলা নগর প্রশাসনিক এলাকা, ঢাকা-১২০৭ www.sec.gov.bd

SEC/SRMIC/04-231/932 24 March, 2020

ORDER

Whereas, the Bangladesh Securities and Exchange Commission deems it to be proper that in the interest of investors in securities and the capital market, certain directions should be issued to the Stock Exchanges and listed companies/securities regarding holding of Annual General Meeting (AGM)/ Extraordinary General Meeting (EGM), meeting of the Board of Directors (BOD), publication and dissemination of Price Sensitive Information and requirements of monthly/quarterly submissions and other submissions to the Commission and the Exchanges;

Whereas, some listed companies and Bangladesh Associations of Publicly Listed Companies have proposed to conduct AGM /EGM and Board of Directors’ Meeting through webinar/teleconference/any means of electronic devices instead of conducting the said meetings through physical presence due to the world-wide as well as country-wide effect of Coronavirus and its risk of spreading among the participants of the said meetings;

Now, therefore, in exercise of the power conferred by section 20A of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Bangladesh Securities and Exchange Commission hereby directs the following issues to the Dhaka Stock Exchange Limited, the Chittagong Stock Exchange Limited and all listed companies, namely:-

(a) All the listed companies are, hereby, given a temporary relaxations regarding compliance with the provisions of Listing Regulations or other securities laws relating to holding of AGM/EGM, Board of Directors’ Meeting, publication and dissemination of Price Sensitive Information and requirements of monthly/quarterly submissions and other submissions to the Commission and the Exchanges subject to the limitations or compliances in other regulatory framework;

(b) In order to avoid large gathering at one place and to maintain social distancing for holding AGM/EGM, listed companies may use any digital platform at different locations considering the geographical dispersal of its members/shareholders subject to ensuring proper protective measures during the meeting, ensuring voting and other rights of shareholders as well as the limitations and compliances in other regulatory framework;

(c) The directors of the listed companies may hold their board meetings through the use of digital platform subject to the limitations and compliances in other regulatory framework;

(d) In case of using any digital platform, proceedings of the meetings (AGM/EGM/BOD) shall be recorded in both soft and hard copies in such a way so that subsequent verification can be undertaken and such hard copies shall be duly authenticated as per regulatory requirement; and

(e) The Stock Exchanges are advised to bring the provisions of this order to the notice of all the listed companies and also disseminate on their websites.

This Order shall have immediate effect.

By order of the Bangladesh Securities and Exchange Commission

(Signature)
Prof. Dr. M. Khairul Hossain 24.03.2020
Chairman

“মুজিববর্ষের অঙ্গীকার
উন্নয়ন-অর্থায়নের উৎস হবে পুঁজিবাজার”