Whether Companies Are Following Corporate Governanc1

1
Whether companies are following Corporate Governance
Prepared for
Md. Mahadi Hasan
Name Id
Abdullah al nahiyan 22-061
Lecturer, University of Dhaka

Prepared by
Team Vector
Date: 10 JULY,2018
2
TABLE OF CONTENTS
Page
Abstract ……………………………………………………………………………………………………………………………………… 2
Introduction to the Study ……………………………………………………………………………………………………… 3-4
MTB Bank ………………………………………………………………………………………………………………………………….5-16
NTL Bank …………………………………………………………………………………………………………………………..…….17-28
One Bank………………………………………………………………………………………………………………………..…….29-40
Premier Bank Limited …………………………………………………………………………………………….………..…..41-51
PRIME BANK LIMITED………………………………………………………………………………………………………..….52-62
PUBALI BANK LIMITED………………………………………………………………………………………………………. 63-73
RUPALI BANK LIMITED………………………………………………………………………………………………………. 74-84
84SHAHJALAL ISLAMI BANK LIMITED…………………………………………………………………………………….85-95
SOCIAL ISLAMI BANK LIMITED………………………………………………………………………………………………...96-106
UTTARA BANK LIMITED …………………………………………………………………………………………………..…….107-117
TRUST BANK LIMITED ……………………………………………………………………………………………………………118-128
UNITED COMMERCIAL BANK LIMITED………………………………………………………………………………….129-139

3
Abstract
Like other developing economies, the banking sector becomes the dominant financial
intermediary in the financial system of Bangladesh due to underdeveloped capital markets,
limited availability of financial instruments and lack of confidence on financial system. Given
the bank’s intermediary role in providing stability to the financial system, Bangladesh as well
as many emerging economies has implemented policies to develop and restructure the
banking sector. An important feature of these policies was to design guidelines for ‘best
practices’ known as, ‘corporate governance of banks’. The unique feature of banking
industry which deals with the money of the depositors conveys the inevitability to
implement corporate governance in this sector. This paper in early part deals with the
concept and evolution of corporate governance in this sector and argued the importance of
a broader view of corporate governance, which encapsulates both shareholders and
depositors. The penultimate section examines the corporate governance of banks in
Bangladesh in the context of ongoing banking reforms. The final section provides a set of
measures for both micro and macro level to strengthen corporate governance in this sector.
Our corporate governance framework ensures effective engagement with our stakeholders
and helps us evolve with changing times. The publication of the Cadbury Report in the U.K.
in 1992 was a significant event in modern corporate governance. The report recommended
the arrangement of company boards and accounting systems to reduce corporate
governance risks and failures. The enactment of the Sarbanes-Oxley Act, 2002, resulted in
the senior management individually certifying the accuracy of their company's financial
information. The Dodd-Frank Wall Street Reform and Consumer Protection Act looks to
build a safer, more stable financial system to set the foundation for sound economic growth
and job safety.
In the report which bank companies are not abiding which rule is determined and remarked
and some comments are given
4
Introduction to the Study

Introduction
Many companies today don’t follow Corporate Governance accurately. Corporate governance is an
ethically driven business process that is committed to values aimed at enhancing an organization's
wealth generating capacity. This is ensured by taking ethical business decisions and conducting
business with a firm commitment to values, while meeting stakeholders' expectations. At Infosys, it
is imperative that our company affairs are managed in a fair and transparent manner. This is vital to
gain and retain the trust of our stakeholders. There are many rules and among these rules
companies may not abide by some.
Statement of the Problem

The purpose of this study was to determine whether Bank com companies are following the rules of
corporate governance related to bank industries.
Significance of the Study

There are three primary groups that may benefit from this study. The first group,
consisting of employees in today's Bank companies, may learn to identify rules how to accomplish
bank task. By sharing this knowledge, employees can act as a vehicle to help management
implement appropriate
. The second group that may benefit from this study researcher who can use the information for
their research
And finally the Government bodies who set rules and regulation and monitor the activities .
Since 2009, I have served as the chair of a Federal Reserve System group known as the Community
Banking Organization Management Group (CBOMG). This group was established a number of years
ago to promote consistent and effective implementation of supervision programs and policies for
community banking organizations. Members of the CBOMG include senior leaders with
responsibility for community bank supervision from each of the Reserve Banks and the Board of
Governors. The group meets regularly to share information about banking conditions and emerging
risks. It also provides a platform for promoting best practices and enhancing communication and
coordination within the Federal Reserve System, as well as with our federal and state banking
supervision partners.
5
Scope of the Study

This study is limited to the banks activities whether they are following corporate
government. There is a set of rules regarding how bank will work. Which bank companies do
not follow and which rule does it not follows. The rule that Bank Company doesn’t follow is
remarked here. From this study one can know about Bank Company and stockholder will be
able to take decision.
Limitations of the Study

This study may be limited through the use of financial report of bank as a data collection instrument.
Because financial report must generally be brief, and does not provide all information.
Financial report sometimes conceals information. Researcher also has some limitation and might
have miss some information
Note:
As the compliance status of 2014, 2015, 2016 and 2017 are same. None of the
bank has changed their compliance status in 2014-2017.
NCC Bank didn’t show their compliance status in their annual report
6
MTB Bank
Compliance Status as on
31 December 2014 -2017
(Put √ in the appropriate
column) Remarks
Condition Title (if any)
No. Complied Not
complied
1.0 Board of Directors

1.1 Board’s size shall not be less √
than 5 and more than 20
1.2 Independent Director √
1.2 (i) Independent director: At √ As per Bank
least 1/5th of the total Companies Act.
number of
directors
1.2 (ii) a) Independent director does √
not hold any share or holds
less
than one percent (1%) shares
of total paid up capital.
1.2 (ii) b) Independent Director is not a √
sponsor of the company and
is not connected with the
company’s Sponsor or
Director or
Shareholder who holds 1% or
more shares.
1.2 (ii) c) Independent director does √
not have any other
relationship,
whether pecuniary or
otherwise, with the company
or its
subsidiary/associated
companies.
1.2 (ii) d) Independent directors are √
not the members, directors
or
officers of any stock
exchange.
1.2 (ii) ) e) Independent director is not √
the shareholder, director or
officers of any member of
Stock Exchange or an
intermediary
7
of the capital market.

1.2 (ii) ) f) Independent director is/was √
not the partners or
executives
during preceding 3 (three)
years of concerned
company’s
statutory audit firm.
1.2 (ii) ) g) Independent directors is not √
the independent director in
more
than 3 (three) listed
companies.
1.2 (ii) ) h) Independent director is not √
convicted by a court of
competent
jurisdiction as a defaulter in
payment of any loan to a
bank or
a non-bank financial
institution (NBFI).
1.2 (ii) ) i) Independent director has not √
been convicted for a criminal
offence involving moral
turpitude.
1.2 (iii) The independent director √
shall be appointed by the
Board of
Directors and approved by
the Shareholders in the AGM.
1.2 (iv) The post of independent - No such event
occurred.
directors cannot remain
vacant for
more than 90 days.
1.2 (v) The Board shall lay down a √
Code of Conduct of all Board
Members and annual
compliance of the Code to be
recorded.
1.2 (vi) The tenure of office of an √
Independent Directors shall
be for
a period of 3 (three) years
which may be extended for 1
(one)
term only.
1.3 Qualification of Independent √
Director (ID)
1.3 (i) Independent Director shall be √
knowledgeable individual
with
8
integrity who is able to

ensure required compliance.
1.3 (ii) The independent director √
must have at least 12
(twelve) years
of corporate management/
professional experiences
along
with other requisites.
1.3(iii) In special cases above - No such
deviation
qualifications may be relaxed occurred
by the
Commission
1.4 The Chairman of the Board √
and Chief Executive Officer
and
their clearly defined roles and
responsibilities.
1.5 Directors’ Report to √
Shareholders
1.5 (i) Industry outlook and possible √
future developments in the
industry
1.5 (ii) Segment-wise or product- √
wise performance.
1.5 (iii) Risks and concerns √
1.5 (iv) Discussion on cost of goods √
sold, gross profit margin and
net
profit margin
1.5 (v) Discussion on continuity of - No such event
occurred
any Extra-Ordinary gain or
loss.
1.5 (vi ) Basis for related party √
transaction- a statement of
all related
party transactions should be
disclosed in the annual
report.
1.5 ( vii) Utilization of proceeds from - No such item
exists
public issues, right issues
and/ or
through any others
instruments.
1.5 ( viii) An explanation if the financial - No such event
occurred
results deteriorate after the
company goes for IPO, RPO,
Rights Offer, Direct Listing
etc.
1.5 (xi ) If significant variance occurs √
between quarterly financial
9
performance and annual

financial statements the
management
shall explain about the
variance on their Annual
Report.
1.5 (x ) Remuneration to directors √
including independent
directors.
1.5 (xi ) The financial statements √
prepared by the
management of the
company present fairly its
state of affairs, the results of
its
operation, cash flows and
changes in equity.
1.5 (xii ) Proper books of account of √
the company have been
maintained.
1.5 (xiii ) 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.
1.5 (xiv ) International Accounting √
Standards (IAS)/Bangladesh
Accounting Standards
(BAS)/International Financial
Reporting
Standards (IFRS)/Bangladesh
Financial Reporting Standards
(BFRS), as applicable in
Bangladesh, have been
followed in
preparation of the financial
statements and any
departure
there-from has been
adequately disclosed.
1.5 (xv ) The system of internal -
control is sound in design and
has been
effectively implemented and
monitored.
1.5 ( xvi) There are no significant √
10
doubts upon the company's

ability to
continue as a going concern.
1.5 (xvii ) Significant deviations from -
the last year’s operating
results
of the company shall be
highlighted and the reasons
thereof
should be explained.
1.5 ( xviii) Key operating and financial -
data of at least preceding 5
(five)
years shall be summarized.
1.5 (xix ) If the company has not - Board of
Directors has
declared dividend (cash or recommended
stock) for 12.50% (Twelve
the year, the reasons thereof & a half
percent) Stock
shall be given. dividend for the
year 2017.
1.5 ( xx) The number of Board √
meetings held during the
year and
attendance by each director
shall be disclosed.
1.5 (xxi ) The pattern of shareholding √
shall be reported to disclose
the aggregate number of
shares (along with name
wise details where stated
below) held by:
1.5 (xxi ) a) Parent/Subsidiary/Associated √
Companies and other related
parties (name wise details);
1.5 ( xxi) b) Directors, Chief Executive √
Officer, Company Secretary,
Chief
Financial Officer, Head of
Internal Audit and their
spouses and
minor children (name wise
details);
1.5 ( xxi) c) Executives (top five salaried √
employees of the company
other
than stated in 1.5(xxi)b);
1.5 ( xxi ) d) Shareholders holding ten - No shareholder
holds more
percent (10%) or more voting than 10% or
interest in the company more shares
(name wise details).
1.5 ( xxii ) In case of appointment/re- √
11
appointment of a director,
the company shall disclose
the following information
to the Shareholders:
1.5 ( xxii ) a) A brief resume of the √
Director;
1.5 ( xxii ) b) Nature of his/her expertise in √
specific functional areas.
1.5 ( xxii ) c) Names of companies in which √
the person also holds the
directorship and the
membership of committees
of the board.
2.0 Chief Financial Officer, Head
of Internal Audit & Company
Secretary
2.1 Appointment of CFO, Head of √
Internal Audit and Company
Secretary and their clearly
defined roles, responsibilities
and
duties.
2.2 Attendance of CFO and the √
Company Secretary at Board
of
Directors meeting
3.0 Audit Committee:
3(i) Audit Committee shall be the √
sub-committee of the Board
of
Directors.
3(ii) The Audit Committee shall √
assist the Board of Directors
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.
3(iii) The Audit Committee shall be √
responsible to the Board of
Directors. The duties of the
Audit Committee shall be
clearly
set forth in writing.
3.1 Constitution of the Audit √
Committee
3.1 (i) The Audit Committee shall be √
12
composed of at least 3
members.
3.1 (ii) Constitution of Audit √
Committee with Board
Members
including one Independent
Director.
3.1 (iii) All members of the Audit √
Committee should be
“financially
literate” and at least 1 (one)
member shall have
accounting or
related financial
management experience.
3.1 (iv) Filling of Casual Vacancy in - No such event
occurred
Committee
3.1 (v) The Company Secretary shall √
act as the secretary of the
Committee.
3.1 (vi) The quorum of the Audit √
Committee meeting shall not
constitute without at least 1
independent director.
3.2 Chairman of the Audit √
Committee
3.2 (i) Chairman of the Audit √
Committee shall be an
Independent
Director.
3.2 (ii) Chairman of the audit √
committee shall remain
present in the
Annual General Meeting
(AGM).
3.3 Role of Audit Committee √
3.3 (i) Oversee the financial √
reporting process.
3.3 (ii) Monitor choice of accounting √
policies and principles.
3.3 (iii) Monitor Internal Control Risk √
management process.
3.3 (iv) Oversee hiring and √
performance of external
auditors.
3.3 (v) Review along with the √
management, the annual
financial
statements before
submission to the board for
approval.
13
3.3 (vi) Review along with the √

management, the quarterly
and half
yearly Financial Statements
before submission to the
Board
for approval.
3.3 (vii) Review the adequacy of √
internal audit function.
3.3 (viii) Review statement of √
significant related party
transactions
submitted by the
management.
3.3 (ix) Review Management Letters/ √
Letter of Internal Control
weakness issued by statutory
auditors.
3.3 (x) When money is raised - No such event
occurred
through Initial Public Offering
(IPO)/
Repeat Public Offering
(RPO)/Rights Issue the
company shall
disclose to the Audit
Committee about the uses/
applications
of funds 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.
3.4 Reporting of the Audit √
Committee
3.4.1 Reporting to the Board of √ No such event
happened
Directors as per audit
3.4.1 (i) The Audit Committee shall √ report, thus not
reported
report on its activities to the
Board
of Directors.
3.4.1 (ii) The Audit Committee shall √
immediately report to the
Board of
Directors on the following
findings, if any:√
3.4.1 (ii) a) Report on conflicts of -
interests.
14
3.4.1 (ii) b) Suspected or presumed fraud √

or irregularity or material
defect
in the internal control
system;
3.4.1 (ii) c) Suspected infringement of √
laws, including securities
related
laws, rules and regulations;
3.4.1 (ii) d) Any other matter which shall √
be disclosed to the Board of
Directors immediately.
3.4.2 Reporting of anything having √
material financial impact to
the
Commission.
3.5 Reporting to the √
Shareholders and General
Investors.
4.0 External/Statutory Auditors
should not be engaged in:
4(i) Appraisal or valuation √
services or fairness opinions.
4(ii) Financial information systems √
design and implementation.
4(iii) Book-keeping or other √
services related to the
accounting
records or financial
statements.
4 (iv) Broker-dealer services. √
4 (v) Actuarial services. √
4 (vi) Internal audit services. √
4 (vii) Any other service that the √
Audit Committee determines.
4 (viii) 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.
4 (ix) Audit/certification services √
on compliance of corporate
governance as required
under clause (i) of condition
No. 7.0
5.0 Subsidiary Company
5(i) Provisions relating to the √
composition of the Board of
Directors of the holding
15
company shall be made

applicable
to the composition of the
Board of Directors of the
subsidiary
company.
5(ii) At least 1 (one) independent √
director on the Board of
Directors
of the holding company shall
be a director on the Board of
Directors of the subsidiary
company.
5(iii) The minutes of the Board √
meeting of the subsidiary
company
shall be placed for review at
the following Board meeting
of
the holding company.
5(iv) The Minutes of the respective √
Board meeting of the holding
company shall state that they
have reviewed the affairs of
the
Subsidiary Company also.
5 (v) The Audit Committee of the √
holding company shall also
review
the Financial Statements, in
particular the investments
made
by the Subsidiary Company.
6.0 Duties of Chief Executive
Officer (CEO) and Chief
Financial Officer (CFO):
6(i) They have reviewed financial √
Statements for the year and
that
to the best of their
knowledge and belief:
6(i) a) These financial statements do √
not contain any materially
untrue
statement or omit any
material fact or contain
statements that
might be misleading.
6(i) b) These financial statements √
together present a true and
fair
16
view of the company’s affairs

and are in compliance with
existing accounting standards
and applicable laws.
6(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 violation
of the company’s code of
conduct.
7.0 Reporting and Compliance of
Corporate Governance:
7 (i) The company shall obtain a √
Certificate from a
Professional
Accountant/Secretary
(CA/CMA/CS) regarding
compliance
of conditions of Corporate
Governance Guidelines of the
Commission and shall send
the same to the shareholders
along with the Annual Report
on a yearly basis.
7 (ii) The directors of the company √
shall state, in accordance
with
the Annexure attached, in the
directors' report whether the
company has complied with
these conditions.
17
NTL Bank
31 December 2014-217
column) Remarks
No. Complied Not
complied

1.2 (i) Independent director: At √
least 1/5th of the total
number of
directors
less
Director or
more shares.
1.2 (ii) c) Independent director does √
not have any other
relationship,
whether pecuniary or
otherwise, with the company
or its
companies.
or
exchange.
intermediary
18
not the partners or

executives
years of concerned
company’s
more
companies.
competent
bank or
institution (NBFI).
turpitude.
Board of
the Shareholders in the
AGM.
1.2 (iv) The post of independent √
vacant for
more than 90 days.
Members and annual
recorded.
be for
(one)
term only.
Director (ID)
1.3 (i) Independent Director shall √
be knowledgeable individual
with
19

(twelve) years
along
1.3(iii) In special cases above √
qualifications may be relaxed
by the
Commission
and
their clearly defined roles
and responsibilities.
Shareholders
industry
wise performance.
1.5 (iv) Discussion on cost of goods √ Cost of Fund,
sold, gross profit margin and operating
net & net profi t
profit margin and related
ratios are
provided.
Details are
given
Highlights on
the
activates of the
Bank.
1.5 (v) Discussion on continuity of - NBL does not
any Extra-Ordinary gain or have
loss. such gains or
loss.
all related
report.
1.5 ( vii) Utilization of proceeds from -
and/ or
through any others
20
instruments.
1.5 ( viii) An explanation if the -
financial results deteriorate
after the
etc.
1.5 (ix ) If significant variance occurs √ No signifi cant
between quarterly financial variance
performance and annual occurred.
management
Report.
directors.
prepared by the
management of the
its
changes in equity.
maintained.
policies have been
consistently
the
prudent
judgment.
Reporting
Financial Reporting
Standards
followed in
21
statements and any

departure
there-from has been
1.5 (xv ) The system of internal √
control is sound in design
and has been
monitored.
ability to
1.5 (xvii ) Significant deviations from - No signifi cant
the last year’s operating deviation
results
thereof
1.5 ( xviii) Key operating and financial √
(five)
1.5 (xix ) If the company has not -
declared dividend (cash or
stock) for
the year, the reasons thereof
shall be given.
year and
shall be disclosed.
below) held by:
1.5 (xxi ) a) Parent/Subsidiary/Associate √
d Companies and other
related
Chief
spouses and
22
details);
1.5 ( xxi) c) Executives (top five salaried √
employees of the company
other
than stated in 1.5(xxi)b);
1.5 ( xxi ) d) Shareholders holding ten √
percent (10%) or more voting
interest in the company
Director;
1.5 ( xxii ) c) Names of companies in √
which the person also holds
the
of the board.
2.0 Chief Financial Officer, Head √
Secretary
and
duties.
of
Directors meeting
3.0 Audit Committee: √
of
Directors.
in
fair
a
23

clearly
Committee
members.
Members
Director.
Committee should be
“financially
member shall have
accounting or
related financial
3.1 (iv) Filling of Casual Vacancy in -
Committee
Committee.
Committee
Independent
Director.
3.2 (ii) Chairman of the audit √
present in the
Annual General Meeting
(AGM).
reporting process.
24

management process.
auditors.
financial
statements before
approval.
and half
Board
for approval.
transactions
submitted by the
management.
3.3 (ix) Review Management √
Letters/ Letter of Internal
Control
auditors.
3.3 (x) When money is raised -
through Initial Public Offering
(IPO)/
Repeat Public Offering
(RPO)/Rights Issue the
company shall
disclose to the Audit
Committee about the uses/
applications
and
financial
results.
Committee
3.4.1 Reporting to the Board of √ No such
25
Directors conflicts.
3.4.1 (i) The Audit Committee shall √
report on its activities to the No such fraud
Board or
of Directors. Irregularities
3.4.1 (ii) The Audit Committee shall √
immediately report to the No such
Board of infringement
Directors on the following of laws
3.4.1 (ii) a) Report on conflicts of √ No such case of
interests. anything
3.4.1 (ii) b) Suspected or presumed √ having material
fraud or irregularity or financial impact
material defect to the
in the internal control Commission.
system;
3.4.1 (ii) c) Suspected infringement of √ No such case
laws, including securities which should
related be disclosed to
laws, rules and regulations; the Board of
3.4.1 (ii) d) Any other matter which shall √ Directors
be disclosed to the Board of immediately.
3.4.2 Reporting of anything having √
the
Commission.
Investors.
4.0 External/Statutory Auditors √
4(ii) Financial information √
systems design and
implementation.
accounting
statements.
Audit Committee
determines.
26

during
No. 7.0
5.0 Subsidiary Company √
5(i) Provisions relating to the √
composition of the Board of
Directors of the holding
company shall be made
applicable
to the composition of the
Board of Directors of the
subsidiary
company.
5(ii) At least 1 (one) independent √ NBL have
director on the Board of Seven
Directors subsidiaries.
be a director on the Board of NBL Securities
Directors of the subsidiary Ltd & NBL
company. Capital &
Equity
Management
Ltd. situated
in Bangladesh
other fi ve
subsidiaries are
outside
of the country.
Out of
seven
subsidiaries
two
subsidiaries
complied with
this condition.
company
of
5(iv) The Minutes of the √
27
respective Board meeting of

the holding
the
review
made
6.0 Duties of Chief Executive √
that
6(i) a) These financial statements √
do not contain any materially
untrue
statements that
fair
transactions
conduct.
7.0 Reporting and Compliance of √
Certificate from a
Professional
compliance
28
Governance Guidelines of
the
on a yearly basis.
7 (ii) The directors of the company √

with
the Annexure attached, in
the directors' report whether
the
these conditions.
29
One Bank
31 December 2014-2017
column) Remarks
No. Complied Not
complied

1.2 (i) Independent director: At √
least 1/5th of the total
number of
directors
less
Director or
more shares.
1.2 (ii) c) Independent director does √ Mr. Syed Nurul
not have any other Amin, being an
relationship, Independe
whether pecuniary or nt
otherwise, with the company Director of ONE
or its Bank Limited, is
subsidiary/associated also the
companies. nominated
Director of ONE
Securities
Limited, a
subsidiary of
OBL.
or
exchange.
30

intermediary
not the partners or
executives
years of concerned
company’s
more
companies.
competent
bank or
institution (NBFI).
turpitude.
Board of
the Shareholders in the
AGM.
1.2 (iv) The post of independent √
vacant for
more than 90 days.
Members and annual
recorded.
be for
(one)
31
term only.
Director (ID)
1.3 (i) Independent Director shall √
be knowledgeable individual
with
(twelve) years
along
1.3(iii) In special cases above - - Not applicable
qualifications may be relaxed (No special
by the case arose)
Commission
and
their clearly defined roles
and responsibilities.
Shareholders
industry
wise performance.
1.5 (iv) Discussion on cost of goods √
sold, gross profit margin and
net
profit margin
1.5 (v) Discussion on continuity of √
loss.
all related
report.
1.5 ( vii) Utilization of proceeds from √
and/ or
through any others
instruments.
1.5 ( viii) An explanation if the - - Not
32
financial results deteriorate Applicable

after the
etc.
1.5 (ix ) If significant variance occurs √
management
Report.
directors.
prepared by the
management of the
its
changes in equity.
maintained.
policies have been
consistently
the
prudent
judgment.
Reporting
Financial Reporting
Standards
followed in
statements and any
departure
33
there-from has been

1.5 (xv ) The system of internal √
control is sound in design
and has been
monitored.
ability to
1.5 (xvii ) Significant deviations from √
the last year’s operating
results
thereof
1.5 ( xviii) Key operating and financial √
(five)
1.5 (xix ) If the company has not - - Current year's
declared dividend (cash or dividend has
stock) for been
the year, the reasons thereof recommended
shall be given. in the
Board Meetings
for
approval in the
upcoming
AGM.
year and
shall be disclosed.
below) held by:
1.5 (xxi ) a) Parent/Subsidiary/Associate √
d Companies and other
related
Chief
34

spouses and
details);
1.5 ( xxi) c) Executives (top five salaried - - Not Applicable
employees of the company (as
other "Nil" in
than stated in 1.5(xxi)b); director's
report)
1.5 ( xxi ) d) Shareholders holding ten √
percent (10%) or more voting
Director;
1.5 ( xxii ) c) Names of companies in √
which the person also holds
the
of the board.
2.0 Chief Financial Officer, Head √
Secretary
and
duties.
of
Directors meeting
3.0 Audit Committee: √
of
Directors.
in
35
fair
a
clearly
Committee
members.
Members
Director.
Committee should be
“financially
member shall have
accounting or
related financial
3.1 (iv) Filling of Casual Vacancy in - - Not applicable
Committee (No casual
vacancy in
2017)
Committee.
Committee
Independent
Director.
3.2 (ii) Chairman of the audit - - Status is given
committee shall remain on the basis of
present in the 2016 AGM's
Annual General Meeting attendance
36
(AGM). since current

year's AGM
not yet held.
reporting process.
management process.
auditors.
financial
statements before
approval.
and half
Board
for approval.
transactions
submitted by the
management.
3.3 (ix) Review Management √
Letters/ Letter of Internal
Control
auditors.
3.3 (x) When money is raised - - Not
through Initial Public Offering Applicable
(IPO)/ (The last IPO
Repeat Public Offering was issued in
(RPO)/Rights Issue the 2003. RPO
company shall and Right
disclose to the Audit share were not
Committee about the uses/ issued by the
applications bank)
and
37

financial
results.
Committee
3.4.1 Reporting to the Board of √ According to
Directors the CS (who is
3.4.1 (i) The Audit Committee shall √ also secretery
report on its activities to the to the Audit
Board Committee)
of Directors. and head of
3.4.1 (ii) The Audit Committee shall √ ICC, there was
immediately report to the no conflict of
Board of interest in the
Directors on the following year 2017.
3.4.1 (ii) a) Report on conflicts of - - Not applicable
interests. (The
3.4.1 (ii) b) Suspected or presumed √ management
fraud or irregularity or has informed
material defect that no such
in the internal control issue arose,
system; and therefore
3.4.1 (ii) c) Suspected infringement of √ nothing has
laws, including securities been reported
related to the board of
laws, rules and regulations; Directors)
3.4.1 (ii) d) Any other matter which shall √
3.4.2 Reporting of anything having - -
the
Commission.
Investors.
4.0 External/Statutory Auditors √
4(ii) Financial information √
systems design and
implementation.
accounting
statements.
38

Audit Committee
determines.
during
No. 7.0
5.0 Subsidiary Company √
5(i) Provisions relating to the √ Mr. Syed Nurul
composition of the Board of Amin, being an
Directors of the holding Independe
company shall be made nt
applicable Director of ONE
to the composition of the Bank Limited, is
Board of Directors of the also the
subsidiary nominated
company. Director of ONE
Securities
Limited, a
subsidiary of
OBL.
5(ii) At least 1 (one) independent √
director on the Board of
Directors
be a director on the Board of
Directors of the subsidiary
company.
company
of
5(iv) The Minutes of the √
respective Board meeting of
the holding
39
the
review
made
6.0 Duties of Chief Executive √
that
6(i) a) These financial statements √
do not contain any materially
untrue
statements that
fair
transactions
conduct.
7.0 Reporting and Compliance of √
Certificate from a
Professional
compliance
Governance Guidelines of
the
40

on a yearly basis.
√
7 (ii) The directors of the company
with
the Annexure attached, in
the directors' report whether
the
these conditions.
41
Corporate Governance Compliance Status:
Premier Bank Limited

(Report under Condition No. 07)
2014-2017
Condition Title Compliance Status Remarks
No. Complied Not
Complied
1. Board Of Directors:
1.1 Board’s Size( No. of Board √
members to be 5-20)
1.2 Independent Directors:
1.2 (i) At least one fifth (1/5) of the √
total number of directors
shall be Independent
directors
1.2(ii) Independent Director means
a director:
1.2(ii) (a) 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
1.2(ii) (b) Who is not a sponsor of the √
company and is not
connected with the
company’s any sponsor or
director or shareholder who
holds one percent (1%) or
more shares of the total paid-
up shares of the company on
the basis of family
relationship. His/her family
members also should not
hold above mentioned shares
in the company
1.2(ii) (c) Who does not have any other √
relationship whether
pecuniary or otherwise with
the company or its
companies
1.2(ii) (d) Who is not a member, √
42
director or officer of any

stock exchange
1.2(ii) (e) Who is not a shareholder, √
member of stock exchange
or an intermediary of the
capital market
1.2(ii) (f) Who is not a partner or √

executive or was not a
partner or an executive
during the preceding 3
(three) years of the
companies statutory audit
firm
1.2(ii) (g) Who shall not been an √
independent director in more
companies
1.2(ii) (h) Who has not been convicted √
by a court of competent
bank or a Non-Bank Financial
Institution(NBFI)
1.2(ii) (i) Who has not been convicted √
for a criminal offence
involving moral turpitude
1.2(iii) Independent Director(s) shall √

be appointed by the board of
directors and approved by
the shareholders in the
Annual General
Meeting(AGM)
1.2(iv) The post of independent √
director(s) cannot remain
vacant for more than
90(ninety)days
1.2(v) The Board shall lay down a √
code of conduct of all board
members and annual
compliance of the code to be
recorded
1.2(vi) The tenure of office of an √
independent director shall be
for a period of 3 (three)
43
years, which may be

extended for 1 (one) term
only
director(ID):
a knowledgeable individual
with integrity who is able to
ensure compliance with
financial regulatory and
corporate laws and can make
meaningful contribution to
business
1.3(ii) Independent Director should √
be Business Leader/
Corporate
Leader/Bureaucrat/University
Teacher with Economics or
Business Studies or law
background/ Professional like
Chartered Accountants, Cost
& Management Accountants,
and Chartered Secretaries.
The independent director
must have at least 12(twelve)
years of corporate
management/ professional
experiences
1.3(iii) In special cases the above
qualifications may be relaxed N/A
subject to prior approval of
commission
1.4 The Chairman of the board √
and the Chief executive
officer:
The Chairman of the board
officer (CEO) shall be
different individuals. The
chairman shall be elected
from the directors. The Board
of Directors shall clearly
define respective roles and
responsibilities of the
Chairman and the CEO
1.5 The directors report shall √
include the following
44
additional statements:
industry
1.5(ii) Segment-wise or product – √
wise performance
1.5(iii) Risk and concerns √
1.5(iv) A discussion on Cost of goods √

sold, Gross profit Margin and
Net Profit Margin
1.5(v) Discussion on continuity of The Bank does not
any Extra-Ordinary gain or have such gains or
loss losses
1.5(vi) Basis for related party √
transactions-a statement of
all related party transactions
should be disclosed in the
annual report
1.5(vii) Utilization of proceeds from N/A
and/or through any other
instruments
1.5(viii) An explanations if the N/A
after the company goes for
Initial Public Offering(IPO)
1.5(ix) If significant variance occurs No such variance
between quarterly financial occurred and
performance and annual accordingly not
financial statements the recorded
management shall explain
about the variance:
1.5(x) Remuneration to directors √
directors
1.5(xi) The financial statements √
present fairly its state of
affairs , the result of its
operations, cash flows and
changes in equity
1.5(xii) Proper books of account have √
been maintained
1.5(xiii) Adaption of appropriate √
accounting policies &
estimates
45
1.5(xiv) IAS/BAS/IFRS/BFRS as √
applicable in Bangladesh
have been followed and
adequate disclosure for any
departure
1.5(xv) The system of internal √
has been effective
implemented and monitored
1.5(xvi) Going Concern (ability to √
continue as a going concern
1.5(xvii) Highlight and explain N/A
significant deviations from
the last years operating
results
1.5(xviii) Key operating and financial √
data of at least preceding
5(five) years shall be
summarized
1.5(xix) Reason for non-declaration of N/A
dividend
1.5(xx) The number of board √
meeting held during the year
and attendance by each
director
1.5(xxi) Pattern of shareholding and √
name wise details (disclosing
aggregate number of
shares):
1.5(xxi) (a) Parent/Subsidiary/Associate √
parties
1.5(xxi) (b) Directors, Chief Executive √
Officer(CEO), Company
Secretary(CS), Chief Financial
Officer(CFO), Head of Internal
Audit(HIA) and their spouses
and minor children
1.5(xxi) (c) Top five executives other √
than mentioned above
1.5(xxi) (d) Shareholders holding ten √
percent(10%) or more voting
1.5(xxii) In case of the appointment/ √
re-appointment of a
director, disclose:
46
1.5(xxii) (a) A brief resume of the director √
1.5(xxii) (b) Nature of his/her expertise in √

specific functional areas
1.5(xxii) (c) Names of companies in which √
of the board
2. Chief Financial Officer(CFO) √
Head of Internal Audit and
Company Secretary(CS):
2.1 Appointment: √
Appointment of CFO, HIA and
CS and defining their
respective roles,
responsibilities & duties
2.2 Requirement to attend the √
Board Meetings:
The CFO and the CS shall
attend the meeting of the
board of directors
3 Audit Committee: √
3 (i) The company shall have an √

Audit Committee as a sub-
committee of the BoD
assist the BoD in ensuring
that the financial statements
reflect true and fair view of
the state of affairs of the
company and in ensuring a
within the business
responsible to the Bod. The
duties of the audit committee
shall be clearly set forth in
writing
Committee:
composed of at least( 3)three
members
3.1(ii) The BoD shall appoint √
47
members of the audit

committee who shall be
directors of the company and
shall include at least 1(one)
Independent Director
3.1(iii) All members of the audit √
committee should be
“financially literate” and at
least 1(one) member shall
have accounting or related
financial management
experience
3.1(iv) Expiration of the term of √
service of Audit Committee
members making the number
lower than 3 (three) and fill
up the vacancy(ies) by the
board not later than 1(one)
month from the date of
vacancy(ies)
3.1(v) The company secretary shall √
committee
3.1(vi) The quorum of the audit √
committee meeting shall not
constitute without at least
1(one) independent director
committee:
3.2 (i) The BoD shall select the √
chairman of the Audit
Committee who shall be an
independent director
3.2(ii) Chairman of the audit √
present in the AGM
3.3 Role of Audit Committee: √

reporting process
3.3(ii) Monitor choice accounting √
policies and principles
3.3(iii) Monitor Internal Control Risk √
management process
3.3(iv) Oversee hiring and √
48
auditors
3.3(v) Review the annual financial √
statements before
approval
3.3(vi) Review the quarterly and half √
yearly financial statements
board approval
3.3(vii) Review the adequacy of √
internal audit function
3.3(viii) Review statements of √
transactions submitted by the
management
3.3(ix) Review Management √
Letters/Letter of Internal
Control weakness issued by
statutory auditors
3.3(x) Disclosure to the audit N/A
committee about the uses
/applications of IPO funds by
major category (capital
expenditure, sales and
capital etc) on a quarterly
financial results. Further on
an annual basis shall prepare
a statement of funds utilized
for the purposes other than
those stated in the
prospectus
3.4 Reporting the Audit √
Committee:
3.4.1 Reporting to the Board of √
Directors:
Board of Directors
3.4.1(ii) The Audit Committee shall √
Board of Directors on the
following findings if any:
3.4.1(ii) (a) Reporting on conflicts of N/A
49
interest
3.4.1(ii) (b) Suspected or presumed fraud √
defect in the internal control
system
3.4.1(ii) (c) Suspected infringement of N/A
related laws, rules and
regulations
3.4.1(ii) (d) Any other matter which shall √
Directors immediately
3.4.2 Reporting to the Authorities: N/A
Reporting to BSEC(if any
material impact on the
financial condition & results
of operation, unreasonably
ignored by the management)
shareholders and General
Investor:
Reporting to the
shareholders of audit
committee activities, which
shall be signed by the
chairman and disclosed in the
annual report
4. External/Statutory Auditors: √
4 (i) Non-engagement in appraisal √

or valuation services or
fairness opinion
4(ii) Non-engagement in √
designing and
implementation of Financial
information systems
4(iii) Non-engagement in book √
keeping or other services
related to the accounting
statements
4(iv) Non-engagement in Broker – √
dealer services
4(v) Non-engagement in actuarial √
services
4(vi) Non-engagement in internal √
50
audit services
4(vii) Non-engagement in any √
other services that the audit
committee determines
4(viii) No partner or employees of √
company during the tenure
of their assignment
5 Subsidiary Company: √
5 (i) Provision relating to the

composition of the BoD of √
the holding company shall be
made applicable to the
composition of the BoD of
the subsidiary company
5(ii) At least 1(one) independent
director on the BoD of the √
holding company shall be a
director on the BoD of the
subsidiary company
5(iii) The minutes of the board √ Inclusion of
meeting of the subsidiary Independent
company shall be placed for director from
review at the following board holding company
meeting of the holding in the Board of
company subsidiary
company is under
process
5(iv) The minutes of the respective
board meeting of the holding √
the subsidiary company also
5(v) The audit committee of the
holding company shall also √
review the financial
statements, in particular the
investment made by the
subsidiary company
6. The CEO and CFO shall
certify to the board that they √
have reviewed financial
statements for the year and
that to the best of their
51
6(i) (a) These statements do not √

contain any materially untrue
statements that might be
misleading
6(i) (b) These statements together √
present a true and fair view
of the company’s affairs and
are in compliance with
and applicable laws
6(ii) There are to the best of √
transactions entered into by
the company during the year
which are fraudulent , illegal
or violation of the company’s
code of conduct
7 (i) Obtaining certificate from a √
practicing Professional
regarding compliance of
conditions of Corporate
BSEC and include in the
Annual Report
7(ii) Directors statements in the √
directors report whether the
these conditions
PRIME BANK LIMITED

52
2014-2017
No. Complied Not
Complied
members to be 5-20)
directors
a director:
company and is not
connected with the
the basis of family
in the company
the company or its
companies
stock exchange
53

capital market

firm
companies
Institution(NBFI)

Annual General
Meeting(AGM)
90(ninety)days
members and annual
recorded
years, which may be
54
only
director(ID):
business
be Business Leader/
Corporate
years of corporate
experiences
commission
officer:
55

industry
wise performance

Net Profit Margin
1.5(v) Discussion on continuity of N/A
loss
annual report
1.5(vii) Utilization of proceeds from √
instruments
1.5(ix) If significant variance occurs √
about the variance:
directors
changes in equity
been maintained
estimates
56
departure
has been effective
1.5(xvii) Highlight and explain √
results
summarized
dividend
director
aggregate number of
shares):
parties
and minor children
1.5(xxi) (d) Shareholders holding ten N/A
re-appointment of a
director, disclose:
57

of the board
respective roles,
Board Meetings:
board of directors

within the business
writing
Committee:
members
58

committee should be
experience
3.1(iv) Expiration of the term of N/A
vacancy(ies)
committee
committee:
present in the AGM

reporting process
management process
auditors
59

statements before
approval
board approval
management
statutory auditors
those stated in the
prospectus
Committee:
Directors:
Board of Directors
3.4.1(ii) (a) Reporting on conflicts of √
interest
60
3.4.1(ii) (b) Suspected or presumed fraud √

system
3.4.1(ii) (c) Suspected infringement of NIL
regulations
3.4.1(ii) (d) Any other matter which shall √
3.4.2 Reporting to the Authorities: NIL
3.5 Reporting to the NIL
Investor:
Reporting to the
annual report

fairness opinion
designing and
information systems
statements
dealer services
services
61
audit services
of their assignment

subsidiary company
5(iii) The minutes of the board
meeting of the subsidiary √
company shall be placed for
review at the following board
meeting of the holding
company
subsidiary company
62

misleading
and applicable laws
code of conduct
Annual Report
these conditions
63
PUBALI BANK LIMITED

2014-2017
No. Complied Not
Complied
1.1 Board’s Size( No. of Board √ The board
members to be 5-20) consists
Maximum
number of
directors,
Appointment of
independent
directors, and
maximum 2
members from
family as director.

1.2 (i) At least one fifth (1/5) of the There are three
total number of directors √ independent
shall be Independent directors and two
directors members from
family as director
in the company.

a director:
company and is not
connected with the
the basis of family
64

√hold above mentioned
shares in the company
the company or its
companies
stock exchange
capital market
firm
companies
Institution(NBFI)
1.2(iii) Independent Director(s) shall √ Such
be appointed by the board of appointment to
directors and approved by be approved in
the shareholders in the the 35th AGM of
PBL.
Annual General
Meeting(AGM)
1.2(iv) Meetings of the board of √ Usually Pubali
directors bank ltd holds
four board
65
meetings in a
month.
1.2(v) The Board shall lay down a √ PBL follows Board
code of conduct of all board approved
members and annual procurement
compliance of the code to be policy
recorded
years, which may be
only
director(ID):
business
1.3(ii) Independent Director should √ No Depositor
be Business Leader/ director in the
Corporate Pubali Bank
years of corporate
experiences
commission
1.4 The Chairman of the board √ He has not been
and the Chief executive convicted by any
officer: criminal court of
The Chairman of the board law, not been
punished for
66
officer (CEO) shall be violating any law,

different individuals. The not associated
chairman shall be elected with any such
from the directors. The Board company
registration or
license of which
has been
responsibilities of the cancelled.
1.5 The directors report shall
industry
1.5(ii) Segment-wise or product – √ Please refer to
wise performance Management
Reviews &
Evaluation
1.5(iii) Risk and concerns √ Please refer to
Management
Reviews &
Evaluation
1.5(iv) A discussion on Cost of goods √ No such Extra-
sold, Gross profit Margin and Ordinary gain or
Net Profit Margin loss.
1.5(v) Discussion on continuity of
any Extra-Ordinary gain or √
loss
1.5(vi) Basis for related party √ Please refer to
transactions-a statement of notes of FS
annual report
instruments
about the variance:
67

directors
1.5(xi) The financial statements √ Please refer to CG
present fairly its state of report.
changes in equity
been maintained
estimates
departure
1.5(xv) The system of internal √ Please refer to CG
control is sound in design and report.
has been effective
1.5(xvi) Going Concern (ability to √ No doubts upon
continue as a going concern PBL’s ability to
continue as a
going concern
results
summarized
1.5(xix) Reason for non-declaration of Dividend
dividend declared 10%
stock.
director
aggregate number of
shares):
68
parties

and minor children
re-appointment of a
director, disclose:

of the board
respective roles,
Board Meetings:
board of directors
3 Audit Committee:

committee of the BOD
assist the BOD in ensuring
69

within the business
writing
Committee:
members
3.1(ii) The BOD shall appoint √
committee should be
experience
vacancy(ies)
committee
committee:
3.2 (i) The BOD shall select the √
70

present in the AGM

reporting process
management process
auditors
statements before
approval
board approval
management
statutory auditors
3.3(x) Disclosure to the audit
committee about the uses N/A
capital etc.) on a quarterly
71

those stated in the
prospectus
3.4 Reporting the Audit
Committee:
Directors:
Board of Directors
3.4.1(ii) (a) Reporting on conflicts of
interest N/A
3.4.1(ii) (b) Suspected or presumed fraud
or irregularity or material N/A
system
3.4.1(ii) (c) Suspected infringement of
laws, including securities N/A
regulations
3.4.1(ii) (d) Any other matter which shall N/A
3.4.2 Reporting to the Authorities:
Reporting to BSEC(if any √
Investor:
Reporting to the
annual report
4. External/Statutory Auditors:

72
fairness opinion
designing and
information systems
statements
dealer services
services
audit services
4(viii) No partner or employees of √ Please refer to CG
the external audit firms shall report.
of their assignment

composition of the BOD of √
composition of the BOD of
director on the BOD of the √
director on the BOD of the
subsidiary company
company
73

subsidiary company
misleading
and applicable laws
code of conduct
Annual Report
these conditions
74
RUPALI BANK LIMITED
2014-2017
No. Complied Not
Complied
members to be 5-20) consists
Maximum
number of
directors,
Appointment of
independent
directors.

directors
a director:
company and is not
connected with the
the basis of family
in the company
75

the company or its
companies
stock exchange
capital market
firm
companies
Institution(NBFI)
Annual General
Meeting(AGM)
90(ninety)days
members and annual
recorded
76

years, which may be
only
director(ID):
1.3 (i) Independent Director shall be √ Independent
a knowledgeable individual director is neither
with integrity who is able to a creditor of the
ensure compliance with company nor the
family member of
director.
business
1.3(ii) Independent Director should √ Independent
be Business Leader/ director of Rupali
Corporate bank ltd has 18
Leader/Bureaucrat/University years corporate
experience.
years of corporate
experiences
qualifications may be relaxed N/A N/A
commission
officer:
77

industry
wise performance

Net Profit Margin
1.5(v) Discussion on continuity of No extra-
any Extra-Ordinary gain or ordinary gain or
loss loss.
1.5(vi) Basis for related party √ Please see on the
transactions-a statement of notes.
annual report
1.5(vii) Utilization of proceeds from
public issues, right issues √
instruments
1.5(viii) An explanations if the
financial results deteriorate √
1.5(ix) If significant variance occurs N/A No significant
between quarterly financial variances.
about the variance:
directors
1.5(xi) The financial statements √ Please refer to
present fairly its state of Auditors report.
changes in equity
been maintained
78

estimates
departure
has been effective
results
summarized
1.5(xix) Reason for non-declaration of √
dividend

director
aggregate number of
shares):
1.5(xxi) (a) Parent/Subsidiary/Associate
Companies and other related √
parties
and minor children
79

re-appointment of a
director, disclose:

of the board
respective roles,
Board Meetings:
board of directors

committee of the BOD
assist the BOD in ensuring
within the business
writing
Committee:
80

members
3.1(ii) The BOD shall appoint √
committee should be
experience
vacancy(ies)
committee
committee:
3.2 (i) The BOD shall select the √
present in the AGM

reporting process
81

management process
auditors
statements before
approval
board approval
management
statutory auditors
committee about the uses √
capital etc.)on a quarterly
those stated in the
prospectus
Committee:
Directors:
Board of Directors
82

interest
3.4.1(ii) (b) Suspected or presumed fraud N/A
system
regulations
Investor:
Reporting to the
annual report

fairness opinion
designing and
information systems
statements
dealer services
83

services
audit services
of their assignment

composition of the BOD of √
composition of the BOD of
5(ii) At least 1(one) independent √
subsidiary company
company
5(v) The audit committee of the N/A
subsidiary company
84

6(i) (a) These statements do not √ Please refer to
contain any materially untrue the auditor’s
statement or omit any report.
misleading
6(i) (b) These statements together √ Please refer to
present a true and fair view the auditor’s
of the company’s affairs and report.
and applicable laws
code of conduct
7 (i) Obtaining certificate from a √ Please refer to CG
practicing Professional report.
Annual Report
these conditions
SHAHJALAL ISLAMI BANK LIMITED

85
2014-2017
No. Complied Not
Complied
members to be 5-20) consists of 15
(fifteen non-
executive
members)
including 2
independent
directors

1.2 (i) At least one fifth (1/5) of the There are two
shall be Independent directors in the
directors company.

a director:
company and is not
connected with the
the basis of family
in the company
the company or its
companies
86

stock exchange
capital market
firm
companies
Institution(NBFI)
Annual General
Meeting(AGM)
90(ninety)days
members and annual
recorded
years, which may be
87

only
director(ID):
business
be Business Leader/
Corporate
years of corporate
experiences
commission
officer:
88

industry
wise performance

Net Profit Margin
loss
annual report
instruments
1.5(ix) If significant variance occurs
about the variance:
directors
changes in equity
been maintained
estimates
89

departure
has been effective
results
summarized
dividend
director
aggregate number of
shares):
1.5(xxi) (a) Parent/Subsidiary/Associate N/A
parties
and minor children
re-appointment of a
director, disclose:
90

of the board
respective roles,
Board Meetings:
board of directors
3 Audit Committee:

within the business
writing
Committee:
3.1 (i) The Audit Committee shall be √ Total 11
composed of at least( 3)three members of
members meeting of the
audit committee.
91

committee should be
experience
vacancy(ies)
committee
committee:
present in the AGM

reporting process
management process
auditors
92
statements before
approval
board approval
management
statutory auditors
those stated in the
prospectus
Committee:
Directors:
Board of Directors
interest
93
system
regulations
Investor:
Reporting to the
annual report

fairness opinion
designing and
information systems
statements
dealer services
services
audit services
94

of their assignment

subsidiary company
company
subsidiary company
6. The CEO and CFO shall N/A
certify to the board that they
95

misleading
and applicable laws
code of conduct
Annual Report
these conditions
SOCIAL ISLAMI BANK LIMITED

96
2014-2017
No. Complied Not
Complied
members to be 5-20)
directors
a director:
company and is not
connected with the
the basis of family
in the company
the company or its
companies
stock exchange
97

capital market
firm
companies
Institution(NBFI)
Annual General
Meeting(AGM)
90(ninety)days
members and annual
recorded
years, which may be
only
director(ID):
98
business
be Business Leader/
Corporate
years of corporate
experiences
commission
officer:
industry
wise performance
99

Net Profit Margin
loss
annual report
instruments
about the variance:
directors
changes in equity
been maintained
estimates
departure
100
has been effective

results
summarized
1.5(xix) Reason for non-declaration of √
dividend

director
aggregate number of
shares):
1.5(xxi) (a) Parent/Subsidiary/Associate
Companies and other related √
parties
and minor children
re-appointment of a
director, disclose:

101

of the board
respective roles,
Board Meetings:
board of directors

within the business
writing
Committee:
members
committee should be
102

experience
3.1(iv) Expiration of the term of
lower than 3 (three) and fill N/A
vacancy(ies)
committee
committee:
present in the AGM

reporting process
management process
auditors
statements before
approval
103

board approval
management
statutory auditors
those stated in the
prospectus
Committee:
Directors:
Board of Directors
interest
system
104

regulations
3.4.2 Reporting to the Authorities:
Investor:
Reporting to the
annual report

fairness opinion
designing and
information systems
statements
dealer services
services
audit services
105
of their assignment
5 (i) Provision relating to the N/A

5(ii) At least 1(one) independent N/A
subsidiary company
5(iii) The minutes of the board N/A
company
5(iv) The minutes of the respective N/A
board meeting of the holding
subsidiary company
misleading
106

and applicable laws
code of conduct
Annual Report
these conditions

107
UTTARA BANK LIMITED

2014-2017
No. Complied Not
Complied
members to be 5-20) consists of
16(fifteen non-
executive
members)
including 3
independent
directors

1.2 (i) At least one fifth (1/5) of the There are Three
directors company.

a director:
company and is not
connected with the
the basis of family
in the company
108

the company or its
companies
stock exchange
capital market
firm
companies
Institution(NBFI)
Annual General
Meeting(AGM)
90(ninety)days
members and annual
recorded
109

years, which may be
only
director(ID):
business
be Business Leader/
Corporate
years of corporate
experiences
commission
officer:
110

industry
wise performance

Net Profit Margin
loss
annual report
instruments
about the variance:
directors
changes in equity
been maintained
111

estimates
departure
has been effective
results
summarized
dividend
director
aggregate number of
shares):
parties
and minor children
112

re-appointment of a
director, disclose:

of the board
respective roles,
Board Meetings:
board of directors
3 Audit Committee:

within the business
writing
Committee:
3.1 (i) The Audit Committee shall be √ Total 11
members of
113
composed of at least( 3)three meeting of the

members audit committee.
committee should be
experience
vacancy(ies)
committee
committee:
present in the AGM

reporting process
3.3(ii) Monitor choice accounting N/A
114
management process
auditors
statements before
approval
board approval
management
statutory auditors
those stated in the
prospectus
Committee:
Directors:
Board of Directors
115

interest
system
regulations
Investor:
Reporting to the
annual report

fairness opinion
designing and
information systems
statements
dealer services
116
services
audit services
of their assignment

subsidiary company
company
subsidiary company
117

misleading
and applicable laws
code of conduct
Annual Report
these conditions
118
TRUST BANK LIMITED

2014-2017
No. Complied Not
Complied
1.1 Board’s Size( No. of Board √ The board consists
members to be 5-20) of 7 (seven
members) including
2 independent
directors

1.2 (i) At least one fifth (1/5) of the √ There are two
total number of directors independent
directors company.

a director:
company and is not
connected with the
the basis of family
in the company
119

the company or its
companies
stock exchange
capital market

firm
companies
Institution(NBFI)

Annual General
Meeting(AGM)
90(ninety)days
members and annual
120

recorded
years, which may be
only
director(ID):
business
be Business Leader/
Corporate
years of corporate
experiences
commission
officer:
121

industry
wise performance

Net Profit Margin
loss
annual report
instruments
about the variance:
directors
changes in equity
122

been maintained
estimates
departure
has been effective
results
summarized
dividend
director
aggregate number of
shares):
parties
and minor children
123

re-appointment of a
director, disclose:

of the board
respective roles,
Board Meetings:
board of directors

within the business
writing
124
Committee:
members
committee should be
experience
vacancy(ies)
committee
committee:
present in the AGM

reporting process
125

management process
auditors
statements before
approval
board approval
management
statutory auditors
those stated in the
prospectus
Committee:
Directors:
Board of Directors
126

interest
system
regulations
Investor:
Reporting to the
annual report

fairness opinion
designing and
information systems
statements
127

dealer services
services
audit services
of their assignment

subsidiary company
company
subsidiary company
128

misleading
and applicable laws
code of conduct
Annual Report
these conditions
129
UNITED COMMERCIAL BANK

LIMITED
2014-2017
No. Complied Not
Complied
1.1 Board’s Size( No. of Board √ The board of DBH
members to be 5-20) consists of 9 (nine
members) including
2 independent
directors

1.2 (i) At least one fifth (1/5) of the √ There are two
total number of directors independent
directors company, (i) Mr. M I
Chowdhury, (ii) Ms.
Rasheda K
Chowdhury.

a director:
company and is not
connected with the
the basis of family
130

in the company
the company or its
companies
stock exchange
capital market

firm
companies
Institution(NBFI)

Annual General
Meeting(AGM)
131

90(ninety)days
members and annual
recorded
years, which may be
only
director(ID):
business
be Business Leader/
Corporate
years of corporate
experiences
commission
officer:
132

industry
wise performance

Net Profit Margin
loss
annual report
instruments
1.5(ix) If significant variance occurs N/A
about the variance:
directors
133

changes in equity
been maintained
estimates
departure
has been effective
1.5(xvii) Highlight and explain N/A
results
summarized
dividend
director
aggregate number of
shares):
parties
134

and minor children
re-appointment of a
director, disclose:

of the board
respective roles,
Board Meetings:
board of directors

within the business
135

writing
Committee:
members
committee should be
experience
vacancy(ies)
committee
committee:
present in the AGM
136

reporting process
management process
auditors
statements before
approval
board approval
management
statutory auditors
those stated in the
prospectus
Committee:
137

Directors:
Board of Directors
interest
system
regulations
Investor:
Reporting to the
annual report

fairness opinion
designing and
information systems
138

statements
dealer services
services
audit services
of their assignment
5 (i) Provision relating to the N/A

5(ii) At least 1(one) independent N/A
subsidiary company
5(iii) The minutes of the board N/A
company
5(iv) The minutes of the respective N/A
board meeting of the holding
139

subsidiary company
misleading
and applicable laws
code of conduct
Annual Report
these conditions
140
Conclusion
On the basis of the findings, several conclusions concerning the bank companies are following
corporate governance or not. The findings of this study shows which bank follows which rules and
doesn’t which rules. None of the company follows every rule and also of the bank also breaks all.
Therefore, we can say that bank companies. From this study, it can be concluded that every rules are
not possible to follow.
Recommendation
Based on the findings and conclusions in this study, the following recommendations
are made:
a) The rules should be formed such as that can be easy to follow for the banks.
b) Rules shouldn’t be in any way become a obstacle for the bank to continue their
activities .
c) It should be encouraging for the bank companies to follow.
d) It should be formed for the betterment of the general public.
e) It should be guided that banks are following the rules.

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Whether Companies Are Following Corporate Governanc1

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1

Whether companies are following Corporate Governance

Md. Mahadi Hasan

Lecturer, University of Dhaka

Introduction to the Study ……………………………………………………………………………………………………… 3-4

MTB Bank ………………………………………………………………………………………………………………………………….5-16

NTL Bank …………………………………………………………………………………………………………………………..…….17-28

Premier Bank Limited …………………………………………………………………………………………….………..…..41-51

PRIME BANK LIMITED………………………………………………………………………………………………………..….52-62

PUBALI BANK LIMITED………………………………………………………………………………………………………. 63-73

RUPALI BANK LIMITED………………………………………………………………………………………………………. 74-84

84SHAHJALAL ISLAMI BANK LIMITED…………………………………………………………………………………….85-95

SOCIAL ISLAMI BANK LIMITED………………………………………………………………………………………………...96-106

UTTARA BANK LIMITED …………………………………………………………………………………………………..…….107-117

TRUST BANK LIMITED ……………………………………………………………………………………………………………118-128

UNITED COMMERCIAL BANK LIMITED………………………………………………………………………………….129-139

Introduction to the Study

Statement of the Problem

Significance of the Study

Scope of the Study

Limitations of the Study

1.0 Board of Directors

of the capital market.

integrity who is able to

performance and annual

doubts upon the company's

3.3 (vi) Review along with the √

3.4.1 (ii) b) Suspected or presumed fraud √

company shall be made

view of the company’s affairs

1.0 Board of Directors

not the partners or

ensure required compliance.

statements and any

good monitoring system

3.3 (iii) Monitor Internal Control Risk √

possess any share of the

respective Board meeting of

7 (ii) The directors of the company √

1.0 Board of Directors

1.2 (ii) ) e) Independent director is not √

financial results deteriorate Applicable

there-from has been

Internal Audit and their

(AGM). since current

capital, etc.), on a quarterly

4 (iv) Broker-dealer services. √

the same to the shareholders

Corporate Governance Compliance Status:

Premier Bank Limited

director or officer of any

1.2(ii) (f) Who is not a partner or √

1.2(iii) Independent Director(s) shall √

years, which may be

1.5(iv) A discussion on Cost of goods √

1.5(xxii) (a) A brief resume of the director √

1.5(xxii) (b) Nature of his/her expertise in √

3 (i) The company shall have an √

members of the audit

3.3 (i) Oversee the financial √

4 (i) Non-engagement in appraisal √

5 (i) Provision relating to the

6(i) (a) These statements do not √

PRIME BANK LIMITED