CONTINENT: ASIA

COUNTRY Company Name Payment To Directors

BANGLADESH Square Group Ltd.
INDIA Reliance Industries Ltd.
CHINA Tencent Holdings Ltd. Total Payment to Executive
Directors: $48,64,52,000
Total Payment to Non-
Executive Directors:
$2,04,48,000

SL Basis of
Bangladesh India China
No. Differences

The Securities
Bangladesh
Exchange Board of
Securities and China Securities
Regulatory India(SEBI) &
1 exchange Regulatory
bodies The Ministry of
commission Commission
Corporate Affairs
(BSEC)
(MCA).
Securities and
Exchange Board of
India (Listing Code of Corporate
Corporate
Name of the obligations and Governance for
2 Governance Code
code disclosure listed companies in
of Bangladesh
requirements) China
regulations, 2015

3 Structure of the Unitary Unitary Two-tier

Board 1. Supervisory
Board
2. Board of
 directors
Company Law of
Section 149(1) of the the People's
Companies Act 2013 Republic of China
requires that every provides the setting
company shall have up of a board of
a minimum number directors for a
The total number of
of 3 directors in the limited liability
members of a
case of a public company (LLC) and
company's Board of
company, two a joint-stock
Directors
directors in the case Limited Company
Composition of (from now on
4 of a private (JSC) with three to
the Board referred to as
company, and one thirteen directors
"Board") shall not
director in the case for LLC and five to
be less than 5 (five)
of a Person nineteen directors in
and more than 20
Company. A JSC. The Articles
(twenty).
company can determine directors'
appoint a maximum terms
of 15 fifteen Of Association and
directors. do not exceed three
years, though terms
may be renewed.
5 Frequency of A minimum of 4 The board shall
Board Board meetings meet twice a year
Meetings must be held in a periodically and
calendar year. There shall convenience in
should not be a time meetings on time
gap of more than 4 when necessary.
months between any The meetings of the
2 Board meetings. board of a listed
company shall be
conducted in strict
Compliance with
 the prescribed
procedures.
Every listed public
company shall have
at least one-third of
the total number of
directors as
Four- fifth
Independent
Number of (maximum)
Directors, and the Two executive
6 executive members of the
Central Government directors
directors company will be
may prescribe a
Executive directors
Minimum number of
independent
directors in case of
any class or classes
of public companies
At least one-fifth
(1/5) of the total
number of directors
in the
company's board
shall be
Two Non-executive
Number of independent
Minimum Two directors and four
7 non-executive directors; any
independent director Independent Non-
directors fraction
executive directors
shall be considered
the next integer or
whole number for
calculating number
of independent
director(s);
8 Separation of The positions of the There is no such The roles of the
the position of Chairperson of the provision. The same chairman and chief
 executive should be
separate and should
Board and the
not be performed by
Managing Director
the same individual.
(MD) and Chief
The division of
Chairman and Executive Officer individual may
responsibilities
CEO (CEO) of the perform both roles.
between the
company shall be
chairman and chief
filled by different
executive should be
individuals
established and set
out in writing.
9 Composition of (a) The Audit The Audit An independent
the audit Committee shall be Committee shall director shall chair
committee composed of at have a minimum of the audit
least 3 (three) 3 members, all being committee, and
members; non-executive independent
(b) The Board shall directors, the directors shall
appoint members of majority of the constitute most of
the Audit members being the committees. At
Committee independent. least one
who shall be non- Most members of independent
executive directors the Audit director from the
of the company Committee, audit committee
excepting including its shall be an
Chairperson of the chairman, shall be accounting
Board and shall the persons who can professional
include at least read and understand
1 (one) independent the financial
director; statement. The
(c) All members of chairman, being an
the audit committee independent
should be director, shall
"financially remain present at the
 literate," and at
least 1 (one)
member shall have
company's AGM to
accounting or
respond to the
related financial
shareholders'
management
Queries
background and 10
(ten) years
of such experience
Remuneration
of non-
10
executive
directors

Overview
To compare the Compliance of corporate governance and independence of the independent
director among Asian countries Bangladesh. India and China have been selected. Though
these countries have different backgrounds and political and social views, comparing them
will reveal the disguise of corporate board members who are taking unreasonable benefits
from their companies' profit due to firm family control over the company.

We have selected Square group Ltd., Reliance Industries Ltd. and Tencent holdings group
Ltd. from Bangladesh, India and China.

Bangladesh: The Corporate Governance Code of Bangladesh is a set of guidelines and

principles developed by Bangladesh's Securities and Exchange Commission (BSEC) to
promote good governance practices in the country's corporate sector. The code applies to all
listed companies on the Dhaka and Chittagong stock exchanges and seeks to improve
transparency, accountability, and ethical behaviour in the management of these companies.

The code covers various areas, including board composition and structure, director's roles and
responsibilities, shareholder rights, transparency and disclosure, audit and risk management,
and corporate social responsibility. Some of the key provisions of the code include the
requirement for companies to have a minimum of five independent directors on their board,
the separation of the roles of Chairman and CEO, and the establishment of an audit
committee with at least one independent director.

The code also emphasizes the importance of effective communication with stakeholders. It
requires companies to disclose information about their governance practices, financial
performance, and risk management promptly and transparently. Additionally, the code
encourages companies to adopt sustainable business practices and contribute to the social and
environmental well-being of the communities in which they operate.

Overall, the Corporate Governance Code of Bangladesh is an important initiative that aims to
improve the governance practices of listed companies in the country. Promoting
transparency, accountability, and ethical behaviour, the code seeks to build investor
confidence and create a more sustainable and inclusive business environment in Bangladesh.

Some recommendations and code for governance practice in square group Ltd. : This
company has followed the proportion of independent directors (One-fifth of the board
members will be independent). Also, they have a Managing director and no CEO, which is
also a provision followed by them.

India: The Corporate Governance Code of India is a set of guidelines and principles
developed by the Securities and Exchange Board of India (SEBI) to promote good
governance practices in the country's corporate sector. The code applies to all listed
companies on Indian stock exchanges and seeks to improve transparency, accountability, and
ethical behaviour in the management of these companies.

The code covers various areas, including board composition and structure, director's roles and
responsibilities, shareholder rights, transparency and disclosure, audit and risk management,
and corporate social responsibility. Some of the key provisions of the code include the
requirement for companies to have a minimum of one-third of independent directors on their
board, the separation of the roles of chairman and CEO, and the establishment of an audit
committee with at least three independent directors.

The code also emphasizes the importance of effective communication with stakeholders. It
requires companies to disclose information about their governance practices, financial
performance, and risk management promptly and transparently. Additionally, the code
encourages companies to adopt sustainable business practices and contribute to the social and
environmental well-being of the communities in which they operate.
In recent years, SEBI has taken several steps to strengthen the Corporate Governance Code in
India, including introducing new regulations on related-party transactions, insider trading,
and board evaluation. These measures aim to enhance the effectiveness of the code and
ensure that companies adhere to the highest standards of governance.

Some recommendations and code for governance practice in Reliance Industries Ltd.

China: China's Corporate Governance Code is a set of guidelines and principles developed
by the China Securities Regulatory Commission (CSRC) to promote good governance
practices in the country's corporate sector. The code applies to all listed companies on
Chinese stock exchanges and seeks to improve transparency, accountability, and ethical
behaviour in the management of these companies.

The code covers various areas, including board composition and structure, director's roles and
responsibilities, shareholder rights, transparency and disclosure, audit and risk management,
and corporate social responsibility. Some of the key provisions of the code include the
requirement for companies to have a minimum of one-third of independent directors on their
board, the establishment of a board nomination committee, and the separation of the roles of
chairman and CEO.

The code also emphasizes the importance of effective communication with stakeholders. It
requires companies to disclose information about their governance practices, financial
performance, and risk management promptly and transparently. Additionally, the code
encourages companies to adopt sustainable business practices and contribute to the social and
environmental well-being of the communities in which they operate.

In recent years, the CSRC has taken several steps to strengthen the Corporate Governance
Code in China, including introducing new regulations on related-party transactions, insider
trading, and shareholder activism. These measures aim to enhance the effectiveness of the
code and ensure that companies adhere to the highest standards of governance.

Some recommendations and code for governance practice in Tencent Holdings Ltd.
Tencent Holdings Limited, one of the largest technology companies in China, has a well-
established corporate governance code designed to ensure the company is managed
responsibly and ethically. Some of the critical features of Tencent's corporate governance
code include the following:

1. Board Composition and Independence: Tencent's board of directors comprises the

most independent directors not affiliated with the company or its subsidiaries. The
board is responsible for overseeing the company's management and strategy and
ensuring that the company complies with all applicable laws and regulations. But they
didn't follow the provision of MD and CEOs post-separation. They have one person
working as MD and CEO of the company.
2. Shareholder Rights: Tencent's corporate governance code recognizes the importance
of protecting shareholder rights and encourages the company to communicate openly
with its shareholders. The company also allows shareholders to vote on important
issues and make their voices heard.
3. Executive Compensation: Tencent's corporate governance code includes guidelines
for executive compensation designed to align the interests of executives with those of
the company and its shareholders. The company also has policies to prevent excessive
or inappropriate executive compensation.
4. Risk Management: Tencent's corporate governance code requires the company to
establish and maintain a practical risk management framework, which includes
identifying and assessing potential risks, developing mitigation strategies, and
monitoring the effectiveness of risk management measures.
5. Code of Conduct and Ethics: Tencent has a code of conduct and ethics that sets forth
the company's values, ethical principles, and guidelines for employee behaviour. The
code emphasizes the importance of integrity, transparency, and accountability and
requires employees to act in the company's and its stakeholders' best interests.
Overall, Tencent's corporate governance code reflects the company's commitment to
responsible and ethical management practices and its dedication to protecting the interests of
its shareholders and other stakeholders.