7th National Convention Souvenir by ICSB Bangladesh

SOUVENIR

7th National Convention 2018

www.icsb.edu.bd

Saturday, November 10, 2018 Radisson Blu Dhaka Water Garden Airport Road, Dhaka Cantonment

Institute of Chartered Secretaries of Bangladesh A

S t a t u t o r y

B o d y

U n d e r

a n

A c t

o f

P a r l i a m e n t

Padma Life Tower (7th & 8th Floor), 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka-1000, Bangladesh Phone: 880 2 831 5338, 933 9957, 933 6901, 935 6972, 934 9578, E-mail: icsb@icsb.edu.bd, www.icsb.edu.bd

Contents

Contents SPONSORS AND PATRONS

THE FOUNDING MEMBERS

THE GOVERNING COUNCIL 2013-2016

MESSAGES

COMMITTEES

LANDMARKS IN ICSB HISTORY

SESSIONS INAUGURAL

TECHNICAL - FIRST TECHNICAL SESSION

- SECOND TECHNICAL SESSION

OTHER ARTICLES PROFILE OF PRACTICING CHARTERED SECRETARIES IN BANGLADESH

We Gratefully Acknowledge The Support from our Sponsors and Patrons VENUE SPONSORSHIP BBS Cables Limited

DINNER CO-SPONSORSHIP Premier Cement Mills Limited Institute of Chartered Secretaries of Bangladesh

LUNCH CO-SPONSORSHIP Green Delta Insurance Company Limited Institute of Chartered Secretaries of Bangladesh

GOLDEN SPONSORS Prime Bank Limited Pubali Bank Limited Summit Power Limited Southeast Bank Limited Paramount Textile Limited Islami Bank Bangladesh Limited The IBN SINA Pharmaceutical Industry Limited

CULTURAL PROGRAMME SPONSORSHIP Bangladesh Submarine Cable Company Limited

SOUVENIR 2018

SILVER SPONSORS

Bank Asia Limited NCC Bank Limited IDLC Finance Limited Gemcon Group Limited Mercantile Bank Limited Olympic Industries Limited Matin Spinning Mills Limited Siemens Bangladesh Limited Shahjalal Islami Bank Limited The ACME Laboratories Limited Unique Hotel & Resorts Limited Square Pharmaceuticals Limited Confidence Power Holdings Limited

We Gratefully Acknowledge The Support from our Sponsors and Patrons PATRONS NRB Bank Limited SBAC Bank Limited BSRM Steels Limited Apex Tannery Limited Eastern Bank Limited Union Capital Limited Saif Powertec Limited Eastern Housing Limited RAK Ceramics (BD) Limited Confidence Cement Limited Dutch-Bangla Bank Limited SINGER Bangladesh Limited Dhaka Stock Exchange Limited United Commercial Bank Limited Prime Insurance Company Limited Osman Group of Industries Limited WALTON Hi-Tech Industries Limited Chittagong Stock Exchange Limited Energypac Power Generation Limited Phoenix Insurance Company LLimited GSP Finance Company (Bangladesh) Limited

SOUVENIR 2018

Delta Brac Housing Finance Corporation Limited

The Founding Members

F-0005

Md. Zahangir Alam FCS

F-0009

Itrat Husain FCMA, FCS

F-0002

F-0003

Late M. S. Alam Mia FCS

A K A Muqtadir FCS

F-0006

F-0007

Md. Siddiqur Rahman FCS

F-0010

Sultan-ul-Abedine Molla FCS

Md. Saiduzzaman FCA, FCS

F-0011

Muhammed Abul Hashem LLM, FCA, FCS

F-0013

N. G. Chakraborty FCA, FCS

F-0004

Mohammad Sanaullah FIPM, FCS

F-0008

Md. Yeamin Hossain FCIS, FCS

F-0012

Late Anwarul Afzal FCS

SOUVENIR 2018

F-0001

Muzaffar Ahmed FCMA, FCS

The Council 2016-2019

Additional Secretary, GoB

Khondoker Kamaluzzaman

Additional Secretary, GoB

Commissioner, BSEC

Kazi Shamsul Alam

Md Zakir Hossain Registrar, RJSC, GoB

SOUVENIR 2018

Pranesh Ranjan Sutradhar Mohammad Abu Faruque

PRESIDENT

PEOPLE'S REPUBLIC OF BANGLADESH BANGABHABAN, DHAKA

26 Kartik 1425 10 November 2018

Message

am delighted to learn that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to organize its ‘7th National Convention 2018’ with the theme ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ on November 10, 2018 in Dhaka. On the eve of the occasion, I extend my sincere felicitations to the participants and the members of ICSB.

I am happy to learn that the ICSB has been playing an effective role in promoting good governance in the country’s corporate sector as well as developing, promoting and regulating the profession of Company Secretaries in Bangladesh since its inception in 1997. I believe, the theme of the Convention ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ will empower Company Secretaries to apply their professional knowledge in enhancing good governance in corporate sector which will be beneficial to their organization and the country as a whole. I am also glad to know that ICSB is holding its ‘7th Convocation, 2018’ on the same day for those who successfully qualified as Chartered Secretaries in their final examination. I hope that professionally qualified Chartered Secretaries will play an important role towards the development of our economy imbued with the sense of patriotism and dedication. I wish the ‘7th National Convention 2018’ of ICSB a grand success.

Md. Abdul Hamid

SOUVENIR 2018

Khoda Hafez. May Bangladesh Live Forever.

Tofail Ahmed, MP Commerce Minister

Govt. of the People’s Republic of Bangladesh

Message

am delighted to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) will hold the ‘7th National Convention’ on the theme: ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ on November 10, 2018 in Dhaka.

The ICSB has rightly chosen the theme at the right time. Chartered Secretaries have the opportunity of serving the corporate world as Practicing Chartered Secretaries or as Company Secretaries. The deliberations that the Convention will embrace in some technical papers would be of enormous importance to the professionals and businessman alike. The paper presenters and discussants are experts in their respective arena and thus the disseminations in those sessions are expected to be thought provoking and brain-storming for the participants from home and abroad. I hope that the outcome of the Convention would benefit both the regulators and the regulated.

It also gives me pleasure to know that the students, who have qualified in the final examination of ICSB and have successfully completed their internship, will receive their certificate in the forthcoming ‘7th Convocation of the ICSB’ on the same day. I believe that those successful students would be the future leaders of the corporate world. I would like to take this opportunity to congratulate ICSB for these initiatives and wish the events a grand success.

Tofail Ahmed, MP

SOUVENIR 2018

Joy Bangla, Joy Bangabandhu

Anisul Huq, M.P

MINISTER

Ministry of Law, Justice & Parliamentary Affairs People's Republic of Bangladesh

Message

Building No. 4, Room No. 736 Bangladesh Secretariat, Dhaka-1000 Phone : 9550016, Fax : 9577117 E-mail : minoflaw@yahoo.com

am glad to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is organizing its ‘7th National Convention and Convocation’ on November 10, 2018 in Dhaka. This is indeed a coveted event. On this auspicious occasion I congratulate ICSB and extend my sincere thanks to everyone involved in arranging this grand event.

‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ is the theme of the Convention which, I think, is quite appropriate and time befitting. It is generally said that good Company Secretaries run the companies. In the present global context, it is imperative that the Chartered/Company Secretaries must gear up, organize themselves and enhance their competence to play the role of governance professionals. Furthermore, they need to be equipped with the best practice of the profession so that they can contribute to the economic development of the country. I look forward to seeing Chartered/Company Secretaries setting high standards of professionalism as I believe they are the true advisors to the Board of Directors/Management of the company. I am sure that the deliberations at the convention would help the professionals to enhance their skills of Corporate Leadership and Governance.

Anisul Huq, MP

SOUVENIR 2018

I wish the 7th National Convention and Convocation of ICSB a grand success.

Former Adviser

Ministry of Commerce

Caretaker Government of Bangladesh & Executive Chairman Power and Participation Research Centre (PPRC)

Message

am happy to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is organizing its ‘7th National Convention’ on November 10, 2018 in Dhaka on the theme ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’. On the same day ICSB is also holding its ‘7th Convocation, 2018’ for those who successfully qualified as Chartered Secretaries.

The Institute of Chartered Secretaries of Bangladesh (ICSB) has been playing an important role to develop and regulate the profession of Chartered Secretaries in Bangladesh. Through such development of professional excellence, ICSB contributes to the spread of proper Corporate Governance Practice in Bangladesh. Bangladesh has achieved MDG and is actively engaged in realizing the more challenging Sustainable Development Goals (SDGs). Good governance ensures accountability and transparency and is an important factor in attracting Foreign Direct Investment (FDI) into to country which in turn will boost up the entire economy and ensure achievements of Sustainable Development Goals (SDGs). Proper leadership is essential to ensure good governance in corporate and public sectors. I hope that the ICSB would continue to strive hard to produce competent and worthy qualified professionals, who would help to build a prosperous Bangladesh.

Dr. Hossain Zillur Rahman

SOUVENIR 2018

I wish the 7th Convention and Convocation, 2018 all success.

Senior Secretary Ministry of Commerce

Government of the People's Republic of Bangladesh

Bangladesh Secretariat Dhaka-1000

Message

t gives me pleasure that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to arrange its 7th National Convention on the theme: ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ on November 10, 2018 in Dhaka. I am also happy to know that the Institute had successfully organized six conventions in the past. I am glad that ICSB from its inception has been endeavoring its best to help both the regulators and the regulated alike to attain good corporate governance. The corporate world is still struggling to bridge the gap between the society’s expectations from the corporations and their contribution to the society. With ever increasing production detrimental to nature, society, culture, health and other spheres of life, the target has been achieved. Now it is felt that such growth is rather deterrent to sustainable growth. Therefore, corporate governance standards are being revisited and rewritten world over.

Now the global bench mark corporate governance standards are before us, and we want to measure our achievements. ICSB by arranging its 7th National Convention brings us the hope that we shall be able to measure ours, ensure the effective utilization of professional expertise of Corporate Secretaries profession through legislations and empower them accordingly. ICSB is holding its 7th Convocation on November 10, 2018 for those who have qualified in the examination. Qualified are those from among the plethora who are really needed for development of Corporate Governance. I wish them a bright future.

Shubhashish Bose

SOUVENIR 2018

I wish a grand success of the 7th National Convention and the Convocation of the ICSB.

evsjv‡`k wmwKDwiwUR A¨vÛ G·‡PÄ Kwgkb

BANGLADESH SECURITIES AND EXCHANGE COMMISSION

Dr. M. Khairul Hossain Chairman

Message

t is a great pleasure that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to organize its 7th National Convention 2018 on “Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations” as well as its 7th Convocation on November 10, 2018. I appreciate the effort of ICSB to focus on a contemporary and pertinent issue. I expect an insightful outcome from the convention.

To get better output from Corporate Secretaries, they need to be engaged with more responsibilities as well as empowered through relevant legislations. ICSB, from its inception, is trying to build up skilled professionals destined to ensure good governance at the corporate level through effective utilization of their professional expertise and ethical practices. They shall be able to discharge their duties more effectively and independently if those are properly assigned and supported by legislations. I take this opportunity to congratulate ICSB for taking the step forward and organizing this convention. I also wish the Convocation a grand success and congratulate the new graduates with the expectation that they will set a higher standard of professionalism.

SOUVENIR 2018

Dr. M. Khairul Hossain

Chairman

Financial Reporting Council Government of the People’s Republic of Bangladesh

Message

am delighted to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to organize its ‘7th National Convention 2018’ with the theme ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ on November 10, 2018 in Dhaka. On the eve of the occasion, I extend my sincere felicitations to the participants and the members of ICSB as well.

The Institute of Chartered Secretaries of Bangladesh (ICSB) has been playing an important role to develop and regulate the high-level professional qualification of Chartered Secretaries in Bangladesh. Chartered Secretaries have the great opportunity of serving the corporate world as Practicing Chartered Secretaries or as Company Secretaries to bring proper Corporate Governance Practice in Bangladesh. I believe, the theme of the Convention ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ will create the value and empower Company Secretaries to apply their professional knowledge in enhancing good governance in corporate sector which will be beneficial to the organization and the country as a whole. I am also glad to know that ICSB is holding its ‘7th Convocation, 2018’ on the same day for those who successfully qualified as Chartered Secretaries in their final examination. I hope that professionally qualified Chartered Secretaries will play an important role towards the development of our economy.

CQK Mustaq Ahmed

SOUVENIR 2018

I wish the 7th National Convention and Convocation 2018 of ICSB a grand success.

President

The Federation of Bangladesh Chambers of Commerce and Industry (FBCCI)

24 October 2018

Message

am Happy to learn that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to celebrates its â&#x20AC;&#x2DC;7th National Convention, 2018â&#x20AC;&#x2122; in Dhaka.

Since its inception ICSB has been playing a very important role in establishing good corporate governance in the country. Corporate governance is very important in the global village and new horizons have been opened in many countries. The Institute deserves to be appreciated for all its contributions and endeavors in developing and promoting good governance in the country. I hope that the Convention will provide strategic inputs to the professionals of the corporate sector in Bangladesh. I on behalf of the Federation of Bangladesh Chambers of Commerce and Industry (FBCCI) wish a resounding success of this event.

Md. Shafiul Islam (Mohiuddin)

SOUVENIR 2018

President FBCCI

Professor Dr. Abul Hashem Chairman Dhaka Stock Exchange Ltd.

Message

t is a great pleasure for me to learn that the Institute of Chartered Secretaries of Bangladesh (ICSB) will organize its '7th National Convention, 2018' on "Corporate Secretaries: Effective Utilization of Professional Expertise through Legislations". I appreciate that their effort focus on an issue that is highly contextual and pertinent for the Corporate Secretaries of Bangladesh. I am expecting an insightful outcome at the end of this convention.

A strong Corporate Governance framework helps promote good management, integrity and better internal control, which in turn, improves a company's performance. Good corporate governance not only benefits companies, but also contributes significantly to financial market stability, investment and economic growth. Good corporate governance practices establish responsibilities, timely disclosure, accountability and transparency as main principles. ICSB, I feel, is the right body to prepare skilled professionals who can ensure good governance and establish a standard corporate and business environment in the country. Chartered Secretaries have the opportunity of serving the corporate world as Practicing Chartered Secretaries or as Company Secretaries. Chartered Secretaries Act 2010 need to be linked with the relevant legislations for empowering the Chartered Secretaries. I wish a grand success for the â&#x20AC;&#x2DC;7th National Convention, 2018â&#x20AC;&#x2122; of the ICSB.

SOUVENIR 2018

Professor Dr. Abul Hashem

Chairman

Chittagong Stock Exchange Ltd.

Message

am pleased to know that the Institute of Chartered Secretaries of Bangladesh (ICSB) is arranging its ‘7th National Convention, 2018’ on the theme: ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ on November 10, 2018 in Dhaka. I have learnt that the Institute had successfully organized six conventions in the earlier years. I am glad that ICSB from its inception has been assisting both the regulators and the regulated alike to attain good corporate governance. It is expected that Chartered Secretaries Act 2010 will be linked with relevant laws and with a spirit of collaboration and partnership; Chartered Secretaries will be empowered with essential regulations to ensure transparency and accountability to help improve good governance in both private and public sector. ICSB by arranging its '7th National Convention, 2018' hopefully will draw the attention of legislators and other stakeholders in enacting regulation for effective utilization of Professional Expertise of Chartered Secretaries. I wish a grand success of the '7th National Convention 2018' of the ICSB.

SOUVENIR 2018

Professor Emeritus Dr. A. K. Abdul Momen

President

Corporate Secretaries International Association Limited (CSIA)

Message

e are delighted to hear that the Institute of Chartered Secretaries of Bangladesh (ICSB) will be hosting the â&#x20AC;&#x2DC;5th ICSB National Award for Corporate Governance Excellence, 2017â&#x20AC;&#x2122; as part of its 7th National Convention on November 10, 2018 in Dhaka.

As the only recognized professional body to develop, promote and regulate the profession of Chartered Secretary in Bangladesh, ICSB will be celebrating those companies that have not only made their companies more transparent and better positioned to handle risk, but those who are also drivers of excellent environmental, social and governance (ESG) policies in the world of corporate governance. Globally, there is an increased realization and acceptability that good corporate governance is a means to create a business environment of trust, transparency and accountability in order to support investment, financial stability and sustainable economic growth. Because of the recent changes in corporate governance, the role of company secretary has transitioned from being a support person to positioning them as one of the key governance professionals within the organisation and the dedicated gatekeeper of governance in organisations. CSIA is honoured to have ICSB as one of our founding members and to share the common interest of all CSIA members to promote good governance practices and enhance the profile of the professionals who serve as corporate secretaries and governance professionals.

We wish to congratulate all the nominees for the excellent progress they have made in embedding excellent corporate governance practices in their companies and to extend our best wishes to ICSB for a successful convention.

Grace Tan FCIS, FCS President

SOUVENIR 2018

On behalf of CSIA and its members, we would like to congratulate ICSB and its members for their role in driving and promoting excellent corporate governance and we look forward to working together to shape corporate governance and develop unified best practice.

President

Institute of Chartered Secretaries of Bangladesh (ICSB)

Message

7th National Convention of ICSB

t gives me immense pleasure to associate myself with the delegates, participants and all distinguished guests at the 7th National Convention of ICSB. A lot of efforts have been made to organize this convention. I welcome all concerned who have contributed their time and effort for which they must be feeling quite gratified today.

The theme of the convention “Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations” is very relevant and appropriate for the development of the profession of Chartered Secretary. The role of Company Secretary has developed into much more than the earlier time. The Chartered Secretaries Act 2010 empowered Chartered Secretaries to discharge their responsibilities more effectively and efficiently. The topic has been selected for two brain storming sessions which will be very apt for deliberation, particularly in respect to Corporate Executives and Company Secretaries who will be acquainted with the new ideas towards performing in the corporate world. I expect that the sessions will be interactive with everyone’s participation and I am sure that the deliberations of the convention will provide important inputs to Corporate Professionals in relevant matters. I extend my warm congratulations to the organizing team, sponsors, advertisement providers and all well-wishers.

Mohammad Sanaullah FCS President, ICSB

SOUVENIR 2018

I wish the convention a grand success.

Immediate Past President

Institute of Chartered Secretaries of Bangladesh (ICSB)

Message

am extremely delighted on this auspicious occasion of the “7th National Convention 2018 of Institute of Chartered Secretaries of Bangladesh (ICSB)”. I congratulate the participants and all distinguished guests for attending the program with huge enthusiasm. On this joyous occasion, I pay my heartiest thanks to those who were associated with us from the beginning of our journey. Let me also take this opportunity to extend thanks to our Members for all the support we got from them. The theme of the Convention “Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations” is rightly chosen and it is a very relevant and important topic for the overall development of the corporate sector. I also congratulate the paper presenters and article writers for their relentless efforts to make the occasion as a great learning session. Sub themes of the convention “(a) Empowering the Chartered Secretaries Profession through Legislations; and (b) Empowerment of Chartered Secretaries to Ensure Good Governance” are very relevant in terms of the prevailing context, particularly in respect to Corporate Professionals’ empowerment through legislations. I strongly believe that the provisions of Chartered Secretaries Act, 2010 need to be linked with the relevant legislations for the benefit of the Corporate Sector and the country as a whole.

Mohammad Asad Ullah FCS

SOUVENIR 2018

I wish the 7th National Convention 2018 of ICSB a grand success.

Chairman

Organizing Committee Institute of Chartered Secretaries of Bangladesh (ICSB)

Message

he Institute of Chartered Secretaries of Bangladesh is going to hold its 7th National Convention 2018 on November 10, 2018. A Souvenir is also being published on this occasion. I am extremely happy to be associated with this publication and the programme.

The theme of the Convention â&#x20AC;&#x153;Chartered Secretaries: Effective Utilization of Professional Expertise through Legislationsâ&#x20AC;? is rightly chosen and it is a very relevant topic for the Governance of the Corporate bodies. Now-a-days the whole world is very conscious about Governing Excellence. I believe that the provisions of Chartered Secretaries Act 2010 need to be linked with the relevant legislations for the benefit of the organizations and the country as a whole. I also believe that the participants would be highly benefitted out of the deliberations, which will also help them to exchange their views with other delegates. I am indeed honoured to be the Chairman of the Souvenir Committee that has worked very hard for producing the Souvenir. I thank to committee members for their support. I also express my sincere gratitude and appreciation to all the Sponsors and Patrons and the Members of ICSB who have extended their full cooperation, without which it would not have been possible to publish the Souvenir. I wish the 7th National Convention 2018 a great success.

SOUVENIR 2018

Itrat Husain FCMA, FCS

Organizing and Functional Committees For 7th National Convention and 7th Convocation, 2018

Fund Raising Sub-Committee

Itrat Husain FCS

F-0009

Chairman

Mohammad Sanaullah FCS

F-0004

Advisor

Mohammad Asad Ullah FCS

F-0025

Advisor

Mohammad Bul Hassan FCS

F-0113

Member

Md. Selim Reza FCS

F-0067

Member

Gopal Chandra Debnath FCS

F-0114

Member

Md. Anwar Hossain Chowdhury FCS

F-0117

Member

Mohammad Abu Faruque, Additional Secretary, MoF

Kazi Md. Shamsul Alam

Mohammad Sanaullah FCS

F-0004

Chairman

Mohammad Asad Ullah FCS

F-0025

Advisor

Mohammad Bul Hassan FCS

F-0113

Md. Selim Reza FCS

F-0067

Member

Itrat Husain FCS

F-0009

Member

Md. Shahid Farooqui FCS

F-0037

Member

Safiar Rahman FCS

F-0038

Member

Md. Azizur Rahman FCS

F-0063

Member

A.K.M. Mushfiqur Rahman FCS

F-0097

Member

10. Gopal Chandra Debnath FCS

F-0114

Member

11. Md. Anwar Hossain Chowdhury FCS

F-0117

Member

12. Salim Ahmed FCS

F-0119

Member

13. N. G. Chakraborty FCS

F-0013

Member

14. M. Naseemul Hye FCS

F-0056

Member

15. Md. Monirul Alam FCS

F-0069

Member

16. Jashim Uddin FCS

F-0123

Member

17. Muhammad Shahidul Islam FCS

F-0142

Member

18. A.T.M. Tahmiduzzaman FCS

F-0156

Member

19. Mohammad Asadur Rahman FCS

F-0176

Member

20. Mokammel Hoque FCS

F-0178

Member

21. Md. Rafiqul Islam FCS

F-0179

Member

22. Hossain Ahmed Bhuiyan FCS

F-0181

Member

23. Md. Oliullah Khan ACS

A-0300

Member

24. Nazmul Karim FCS

F-0085

Member Secretary

Co-Chairman

SOUVENIR 2018

Organizing Committee

Organizing and Functional Committees Event Management Sub-Committee

Crest and Presentation Sub-Committee

SOUVENIR 2018

Registration and Reception Sub-Committee

Md. Selim Reza FCS

F-0067

Chairman

Nazmul Karim FCS

F-0085

Co-Chairman

N.G. Chakraborty FCS

F-0013

Member

Raja Mahmudul Haque ACS

A-0180

Member

Israt Jahan Rimi ACS

A-0217

Member

Md. Sharif Hasan ACS

A-0312

Member

Robiul Islam ACS

A-0315

Member

Md. Mamunur Rashid ACS

A-0357

Member

Mohammad Jaman Khan ACS

A-0358

Member

10. Md. Nazrul Islam Chowdhury ACS

A-0370

Member

11. Md. Wahedul Islam ACS

A-0471

Member

12. Tauhidul Islam FCS

F-0195

Member Secretary

Mohammad Bul Hassan FCS

F-0113

Chairman

Md. Anwar Hossain Chowdhury FCS

F-0117

Co-Chairman

A.T.M. Tahmiduzzaman FCS

F-0156

Co-Chairman

Md. Shah Alam Miah FCS

F-0103

Member

S. Abdur Rashid FCS

F-0104

Member

Md. Hasanur Rahman Rakib FCS

F-0139

Member

Mohammad Ruhan Mia FCS

F-0165

Member

Shahadat Hossain Chowdhury FCS

F-0203

Member

Mohammad Sarwar Jahan Tarafder ACS

A-0209

Member

10. Mohammad Jaman Khan ACS

A-0358

Member

11. Md. Mokammel Hoque FCS

F-0178

Member Secretary

Gopal Chandra Debnath FCS

F-0114

Chairman

Salim Ahmed FCS

F-0119

Co-Chairman

AKM Mushfiqur Rahman FCS

F-0097

Co-Chairman

Md. Anwar H. Chowdhury FCS

F-0117

Member

Oli Kamal FCS

F-0128

Member

Mohammad Monirul Islam FCS

F-0159

Member

Muhammad Aminur Rahman FCS

F-0204

Member

Tarafder Jahangir Alam ACS

A-0228

Member

Md. Shiful Islam ACS

A-0293

Member

10. Syed Shafayet Hossain ACS

A-0310

Member

11. Farjana Hoque ACS

A-0393

Member

12. Md. Selim Parvez ACS

A-0394

Member

13. Kh. Nasir Uddin Mahmud ACS

A-0296

Member Secretary

Organizing and Functional Committees

Media & Publicity Sub-Committee

Convocation Sub-Committee

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Itrat Husain FCS Kazi Ashiqur Rahman FCS Md. Abdus Salam Khan FCS Md. Monirul Alam FCS Mohammad Shahajahan FCS Mohammad Akram Hossain FCS Md. Monirul Hoque FCS Swapan Kumar Chakraborty FCS Md. Monirul Islam Khan FCS Md. Shiful Islam ACS

F-0009 F-0070 F-0060 F-0069 F-0149 F-0151 F-0160 F-0193 F-0201 A-0293

Chairman Co- Chairman Member Member Member Member Member Member Member Member Secretary

Md. Shahid Farooqui FCS

F-0037

Chairman

Safiar Rahman FCS

F-0038

Co-Chairman

Md. Salim Ahmed FCS

F-0119

Member

Md. Abdullah Al Mamun FCS

F-0136

Member

Md. ZahangirAlam Manik FCS

F-0148

Member

Mohammad Ruhan Miah FCS

F-0165

Member

Md. Mizanur Rahman FCS

F-0167

Member

Md. Mokammel Hoque FCS

F-0178

Member

Md. Saiful Islam FCS

F-0189

Member

10. Md. Shahidul Islam FCS

F-0194

Member

11. Darul Awam Tuhin FCS

F-0196

Member

12. Jasmin Akter FCS

F-0200

Member

13. Syed Amimul Ihsan FCS

F-0208

Member

14. Md. Atiqur Rahman ACS

A-0323

Member

15. Swapan Kumer Guha Magumder ACS

A-0331

Member

16. Mohammed Saifullah ACS

A-0360

Member

17. Md. Abdul Aziz ACS

A-0365

Member

18. Md. Rakibul Hasan ACS

A-0373

Member

19. Lorens Shamol Mollick FCS

F-0168

Member Secretary

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.

F-0113 F-0117 F-0004 F-0025

Chairman Co-Chairman Member Member Member Member Member Member Member Member Member Member Member Member Member Secretary

Mohammad Bul Hassan FCS Md. Anwar Hossain Chowdhury FCS Mohammad Sanaullah FCS Mohammad Asad Ullah FCS Mohammad Abu Faruque, JS, MoF N.G. Chakraborty FCS M. Naseemul Hye FCS Md. Monirul Alam FCS J.Q.M. Habibullah FCS A.T.M. Tahmiduzzaman FCS Mohammad Monirul Islam Khan FCS Mohammad Sarwar Jahan Tarafder ACS Md. Robiul Islam ACS Md. Selim Parvez ACS Sk. Md. Sarfaraz Hossain ACS

F-0013 F-0056 F-0069 F-0129 F-0156 F-0201 A-0209 A-0315 A-0394 A-0437

SOUVENIR 2018

Souvenir Sub-Committee

Landmarks in ICSB History 

 

The Institute started its journey with 13 Professional Chartered Secretaries with an aim to regulate, promote and develop the profession of the Chartered/ Company Secretaries in Bangladesh. The founder members of the Institute were as follows: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.



 

SOUVENIR 2018



A. K. A. Muqtadir Mohammad Sanaullah Md. Zahangir Alam M .Siddiqur Rahman Md. Saiduzzaman Md. Yeamin Hossain Itrat Husain Sultan-ul-Abedine Molla Muhammed Abul Hashem Md. Anwarul Afzal Nanda Gopal Chakraborty

Incorporation of the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) in July as a national professional Institute under license from the Ministry of Commerce, Government of the People’s Republic of Bangladesh and constituted under Section 28 of the Companies Act, 1994.

Muzaffar Ahmed M. S. Alam Mia A. K. A. Muqtadir Mohammad Sanaullah Md. Zahangir Alam M .Siddiqur Rahman Md. Saiduzzaman Md. Yeamin Hossain Itrat Husain Sultan-ul-Abedine Molla Muhammed Abul Hashem Md. Anwarul Afzal Nanda Gopal Chakraborty



Muzaffar Ahmed

A. K. A. Muqtadir



First batch of Chartered Secretary students enrolled in January.



Vice President

Mohammad Sanaullah

Treasurer

M. S. Alam Mia

Secretary

First Annual General Meeting of the Institute held in October. During first two and half years detailed curriculum of Chartered Secretary course developed by the Committee consisting of Mohammad Sanaullah and N. G. Chakraborty.

The proposed Chartered Secretaries Act drafted by the committee consisting of: A.K.A. Muqtadir

First batch coaching classes commenced from March at Notre Dame College.

First Training Course on Shares Management for corporate executives, designed and conducted by A.K.A. Muqtadir, held in August.

President

Md. Saiduzzaman Sr. Vice President

ICS B 1997

The First Council of the Institute was formed in July with the following members: Muzaffar Ahmed M. S. Alam Mia

First professional examination held in July. The Examination Committee headed by Mohammad Sanaullah developed the Examination System/Procedure for conducting the examinations.

First meeting of the Council was held on 12 July and elected Muzaffar Ahmed as the first President and other office bearers as follows:

Mohammad Sanaullah



ICS B 1998



M. S. Alam Mia The draft Chartered Secretaries Bill approved by the Council in August and submitted to the Government (Ministry of Commerce) on 29 September. First Certificate Awarding Ceremony for Professional Training Courses’ participants held in November. The Chairman, Securities and Exchange Commission graced the occasion as Chief Guest.

Landmarks in ICSB History 

    



First comprehensive professional training course on Company Management for Members and Senior Managers of corporate sectors, designed by M. S. Alam Mia, commenced in July and conducted in two batches. 1st batch inaugurated by Syed Alamgir Farrouk Chowdhury, Secretary, Ministry of Commerce, Government of Bangladesh.



ICS B 1999

First batch of students passed out as Chartered Secretaries in January.

First issue (July- September) of official Journal of the Institute “The Chartered Secretary” published. The first Editorial Board comprised of:

Md. Abdus Salam

Editor

A. K. A. Muqtadir

Member

Mohammad Sanaullah

Member

N. G. Chakraborty

Member

Md. Zahangir Alam

Member

Muzaffar Ahmed

President

A. K. A. Muqtadir

Sr. Vice President

The Office of the Institute shifted to 107 Kakrail (1st Floor), Dhaka -1000.

Mohammad Sanaullah

Coaching Class shifted from Notre Dame College to Institute’s Office campus at 107 Kakrail, Dhaka-1000.

M. S. Alam Mia

4th Annual General Meeting and Election to the 2nd Council held in August. The new Council elected its office bearers as follows:

N. G. Chakraborty



ICS B 2000 

First Convocation of ICSMB held on 20th February. 1st and 2nd Batches of qualified Chartered Secretaries of the Institute awarded with their Certificates.

Vice President Treasurer

Secretary (Ex-officio)

First batch of students qualified as Chartered Secretaries, after successful completion of three months’ practical training through internship program, and awarded Associate Membership of the Institute effective from 27 September.

Started discussion with the concerned Ministries for enactment of Chartered Secretaries Bill in March.



First Inter-Ministerial Meeting was held on 27.02.2002 in the Ministry of Commerce under the Chairmanship of Suhel Ahmed Chowdhury, Commerce Secretary to consider and recognize the Chartered Secretaries profession where Ministry of Finance, Ministry of Law, Ministry of Education, Ministry of Industries, SEC, FBCCI, DSE, CSE, MCCI,

ICAB, ICMAB and other stakeholders attended. The meeting took decision to establish the Chartered Secretaries profession to bring it in a legal statute under the Parliamentary Law.



ICS B 2002

Continuing Professional Development (CPD) program on Standardization of Annual Reports held in August.

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ICS B 2001

Landmarks in ICSB History  

Met with Barrister Moudud Ahmed, Law Minister several times in January, March and May.

Dhaka Regional Chapter constituted and the first office bearers of the Chapter as follows:

The third Council for the 2003-2006 term elected and the new Council elected the Office Bearers as follows:

Jayanta Kumar Poddar

Muzaffar Ahmed

President

A. K. A. Muqtadir

Sr. Vice President

Mohammad Sanaullah Mohammad Asad Ullah



Vice President Treasurer

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Treasurer



The other members of the Council were as follows: Muzaffar Ahmed Md. Zahangir Alam

Feroz Iqbal Faruque

Md. Abdus Salam



Md. Selim Reza

The new office bearers elected by the Council for 2004-2005:

Mohammad Asad Ullah



Secretary

Itrat Husain

Mohammad Sanaullah Sr. Vice President

N. G. Chakraborty A F M Shamsudduha M. Shafiqul Islam Khan Sarwar Azam Khan

ICS B 2004

Vice President

Md. Shahid Farooqui



Treasurer

Submission of suggestions and recommendations on Proposed Companies Act to the Government of Bangladesh.



Mansur Alam First Website of the Institute launched in October under supervision of Itrat Husain.

The other members of the Council were as follows: Muzaffar Ahmed

On 3 August 2005 the CS Bill returned to the Ministry of Commerce by the Secretaries Committee of Cabinet Division, Govt. of Bangladesh.

Md. Zahangir Alam

The new office bearers of the Institute elected for the term 2005-2006 in the 80th Council Meeting as follows:

A F M Shamsudduha

Mohammad Sanaullah

President

Mohammad Asad Ullah

Sr. Vice President

Md. Abdus Salam Itrat Husain

Vice President Treasurer

Vice Chairman

M. Naseemul Hye

On 29.05.2004 the CS Bill sent to the Cabinet Division after vetting by Law Ministry, to place it before the Administrative Development Committee of Secretaries of the Government headed by the then Cabinet Secretary.

President

Chairman

ICS B 2003

Delegations from ICSMB had series of meeting with Cabinet Ministers, Secretaries, Government high officials and dignitaries over enactment of Chartered Secretaries Act and professional development matters.

A. K. A. Muqtadir



Kazi Md. Fazlul Karim

A.K.A. Muqtadir N. G. Chakraborty M. Shafiqul Islam Khan

ICS B 2005

Sarwar Azam Khan Feroz Iqbal Faruque Md. Shahid Farooqui Mansur Alam

Landmarks in ICSB History

     

Revision of Syllabus.



The CS Bill was again sent to the Law Ministry for further examination as directed by the Secretaries’ Committee of the Cabinet Division.

Mohammad Asad Ullah

After vetting the Bill was again returned to the Cabinet Division on 09.01.2006 through the Ministry of Commerce for their necessary action. The Secretaries Committee at its meeting held on 08.05.2006 returned the CS Bill to the Law Ministry to make it concise form.

The new Office Bearers of the Institute elected in September for the term 2006-2007 as follows:

Itrat Husain

President

Senior Vice President

Feroz Iqbal Faruque

Vice President

Md. Shahid Farooqui

Treasurer



The other members of the Council were as follows:

Institute chosen as one of the sponsor members of the Bangladesh Institute of Capital market (BICM).

Muzaffar Ahmed

Organized 3rd International Federation of Company Secretaries (IFCS) meeting in Dhaka.

Mohammad Sanaullah

Mohammad Sanaullah elected as Vice President of the governing body of the International Federation of Company Secretaries (IFCS).

M. S. Alam Mia

ICS B 2006

N. G. Chakraborty Md. Abdus Salam Akhter Matin Chaudhury Sarwar Azam Khan

Organized the 1st International Conference of Company Secretaries on “Corporate Management: Global Practice” in July 2006 at Dhaka Sheraton Hotel, where delegates from India, Pakistan, Sri Lanka and Kenyan Institute were present.

In the 3rd week of January a team of ICSMB headed by Mohammad Asad Ullah met with Dr. A B Mirza Azizul Islam and requested him to enact the CS Bill.

M. Naseemul Hye Md. Bazlur Rahman Sikder Md. Selim Reza

in line with the laws of UK, India and Pakistan to save the CS Profession.



On 19.04.2007 the CS Bill again sent to the Secretaries Committee of Cabinet Division from the Law Ministry through the Commerce Ministry for their consideration and approval.

ICSMB delegation met with the Commerce Secretary, Feroz Ahmed.

Mohammad Asad Ullah Mohammad Sanaullah N. G. Chakraborty

ICSMB made objection to the Cabinet Secretary that the Bill sent by the Law Ministry was so concise that will not serve the purpose of CS Profession. ICSMB delegation met with Dr. A B Mirza Md. Azizul Islam, Finance Adviser to the Caretaker Govt. seeking his help to enact a appropriate Bill for ICSB.

A Committee was formed to make new draft of CS Bill constituted as follows:

The Committee submitted the new draft to the Ministry of Commerce for onward submission to the Law Ministry for vetting.



ICS B 2007

The Commerce Secretary called a meeting on 08.07.2007 with the high officials of Ministry of Law, Ministry of Commerce and ICSMB delegation to examine the objections on the Bill. The meeting found that there were gross irregularities in the Bill while it was reduced at the instruction of Secretaries Committee. The meeting decided to redraft the Bill and include all fundamentals and basic sections



Ministry of Law returned the Bill on 03.12.2007 under the title “Chartered Secretaries Ordinance 2007”. Organized 10th Anniversary and National Convention 2007 under the theme “Corporate Governance: Achieving Global Standards” in August at Bangabandhu International Convention Centre, Dhaka. Dr. A. B. Mirza Md. Azizul Islam, Hon’ble Adviser Ministry of Finance, Planning, Commerce and Post & Telecommunications, Govt. of Bangladesh graced the occasion as

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 

Landmarks in ICSB History Chief Guest and inaugurated the National Convention while Mr. Mohammad Asad Ullah presided over the meeting.

 



2nd Convocation of the Institute was held in August at Bangabandhu International Convention Centre. Faruq Ahmad Siddiqi, Chairman, Securities and Exchange Commission (SEC) graced the occasion as Chief Guest. 5 member delegation headed by Mohammad Sanaullah participated in the 4th meeting of the International Federation of Company Secretaries (IFCS) and 11th Annual Seminar of the Institute of Certified Public Secretaries of Kenya (ICPSK) held in Mombasa, Kenya. In the 4th Meeting of IFCS held in August, Mohammad Sanaullah elected as President of the International Federation of Company Secretaries (IFCS) for the term 2007-2008. The new office bearers of the Institute elected in

The other members of the Council were as follows: Muzaffar Ahmed M. S. Alam Mia Mohammad Sanaullah Mohammad Asad Ullah N. G. Chakraborty Md. Abdus Salam Akhter Matin Chaudhury Sarwar Azam Khan Md. Bazlur Rahman Sikder Md. Selim Reza



The other members of the Council were as follows:

The Council of Advisors of the Care Taker Government passed the Ordinance April 6, 2008 and the Law Ministry promulgated the Chartered Secretaries Ordinance 2008 on June 06, 2008 after a wait of more than ten years when Itrat Husain was the President.

Muzaffar Ahmed

The Gazette Notification containing the said Ordinance was published on June 16, 2008 after being accented by the Honorable President of Bangladesh. But this Ordinance was cancelled due to our objection for interpolation by the Ministry of Law in several sections of the Ordinance.

Md. Abdus Salam

The new office bearers of the Institute elected for the term 2008-2009 were as follows:

M. S. Alam Mia Mohammad Sanaullah Itrat Husain N G Chakraborty Akhter Matin Chaudhury Sarwar Azam Khan Md. Bazlur Rahman Sikder

ICS B 2008 President

Feroz Iqbal Faruque

Senior Vice President

Md. Shahid Farooqui

Vice President

M. Naseemul Hye

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

The Secretaries Committee passed the Chartered Secretaries Ordinance 2007 on 10.02.2008.

Mohammad Asad Ullah

September for the term 2007-2008 as follows: Itrat Husain President Feroz Iqbal Faruque Senior Vice President Md. Shahid Farooqui Vice President M. Naseemul Hye Treasurer

Treasurer

Md. Selim Reza



Strong objection was raised by ICSMB to cancel the Ordinance and to enact new Ordinance amending the interpolated provisions of the Ordinance.

Landmarks in ICSB History    

ICSMB delegation headed by Mohammad Asad Ullah met with Mohammad Faruq Khan in February

A. K. A. Muqtadir

The CS Act file again moved forward and sent to the Cabinet division on 05.08.2009 as Chartered Secretaries Bill 2009.

Mohammad Sanaullah

The new office bearers of the Institute elected in August 26, for the term 2009-2010 as follows: President Sr. Vice President

N. G. Chakraborty

Vice President

M. Naseemul Hye

Treasurer

 



  

Itrat Husain M. Shafiqul Islam Khan Md. Abdus Salam

On 10.08.2009 the Cabinet approved the Bill and sent it to the Law Ministry for vetting on 07.09.2009

Md. Shahid Farooqui



The other members of the Council were as follows:

Participated in the Career Fair in Dhaka University.

Mohammad Asad Ullah

 



Akhter Matin Chaudhury Mansur Alam Md. Selim Reza

ICS B 2009

The CS Bill finally passed by the Cabinet on 15.02.2010. Mohammad Faruk Khan, Hon’ble Minister for Commerce placed the Chartered Secretaries Bill 2010 before the Parliament. Mohammad Asad Ullah accompanied by Mohammad Sanaullah joined the meeting of Parliamentary Committee of Ministry of Commerce second week of May and placed strong arguments to amend certain provisions and to pass the same in the National Parliament. The National Parliament of Bangladesh passed the Chartered Secretaries Act-2010 on June 7, 2010. Mohammad Asad Ullah President and Mohammad Sanaullah Past President of the Institute briefed the representatives of print and electronic media about the features of the Chartered Secretaries Act-2010 at the press conference on June 12 at Dhaka Reporters Unity.

ICS B 2010

Dhaka Regional Chapter organized a grand Celebration at Spectra Convention Centre, Gulshan, Dhaka on June 12. A good number of members including founding members of the institute participated the program.

The Gazette Notification containing the Chartered Secretaries Act was published on June 16. Conversion of the Institute as a statutory body under the Chartered Secretaries Act 2010, effective from June 16. ICSB organized National Convention 2010 on the theme of “Chartered Secretaries Act : New Dimension in

Md. Monirul Alam S. Abdur Rashid

Professional Excellence” at Bangabandhu International Convention Centre. Muhammad Faruk Khan MP, Hon’ble Minister for Commerce, Govt. of Bangladesh was the Chief Guest while Advocate Lutful Hye MP, Chairman, Parliamentary Standing Committees for Ministry of Commerce National Parliament was the Special Guest.



3rd Convocation of the Institute was held on August 7, at Bangabandhu International Convention Centre. Barrister Shafique Ahmed, MP Hon’ble Minister for Law, Justice and Parliamentary Affairs, Govt. of Bangladesh graced the ceremony as the Chief Guest and Feroz Ahmed Former Secretary, Ministry of Commerce was the Special Guest. The Council of the Institute conferred and awarded the Honorary Membership of the Institute with Gold Medal to the following nine dignitaries for their significant contribution towards the development of the profession of Chartered Secretaries in Bangladesh. Muhammad Faruk Khan, MP Commerce Minister

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

Landmarks in ICSB History Barrister Shafique Ahmed Minister for Law, Justice & Parliamentary Affairs

N. G. Chakraborty

Barrister Moudud Ahmed, MP Former Minister for Law, Justice & Parliamentary Affairs

Md. Abdus Salam

Dr. A B Mirza Md. Azizul Islam Former Adviser to Caretaker Govt.

Safiar Rahman

Md. Monirul Alam Md. Akter Hossain Sannamat Gopal Chandra Debnath



Dr. Hossain Zillur Rahman Former Adviser to Caretaker Govt.

Md. Shawkat Ali Waresi Joint Secretary, Ministry of Commerce

Md. Ghulam Hussain Secretary, Ministry of Commerce

Moinul Islam Joint Secretary, Ministry of Finance

Suhel Ahmed Choudhury Former Secretary, Ministry of Commerce

   

Nasreen Begum Joint Secretary, Ministry of Law, Justice & Parliamentary Affairs

Feroz Ahmed Former Secretary, Ministry of Commerce In recognition of the outstanding contributions towards the enactment, the Members of the Institute gave “Professional Excellence Award” with Gold Medal to Mohammad Asad Ullah. 1st Council election of ICSB held under the provision of the newly enacted Chartered Secretaries Act 2010.

Mansur Alam Member, Securities and Exchange Commission



1st Council of the ICSB was formed with 13 elected members and 5 Government nominees, as councilors. Elected Members -

Md. Shahid Farooqui Mohammad Asad Ullah



Md. Selim Reza M. Naseemul Hye Itrat Husain

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

1st Council Meeting of the Institute of Chartered Secretaries of Bangladesh (ICSB) was held on September 14. The Councilors elected the following office bearers of the Institute for the term 2010-2013: Md. Shahid Farooqui

Mohammad Sanaullah



Ahmedur Rahim Registrar, Registrar of Joint Stock Companies & Firms

Mohammad Sanaullah

A. K. A. Muqtadir



Government Nominees –

M. Naseemul Hye

Vice President

Md. Monirul Alam

Treasurer

For want of an approved Chartered Secretaries Regulations, Regulation Committee and Examination Committee formed in February under the leadership of the President of the Institute.

The Hon’ble Minister for Commerce, Muhammad Faruk Khan MP, visited the Institute on February 3 and launched the official website of ICSB (www.icsb.edu.bd). First time Institute included in the national budget allocation.

Institute included in different Committees of the Government as a

member to participate in the process of enactment of new Companies Act and review/amend/ laws like, Trade Organization 1981, Societies Registration Act 1860 and Trade Organization Rules 1994 and frame a new law on MLM.



Two new projects of the Institute included in the development programme of the Government. First time the Institute included in the Law Reform Committee of Ministry of Commerce.

President Senior Vice President



ICS B 2011



The Council approved the Institute’s Service Rules. The Chartered Secretaries Regulations 2011 promulgated and published in the Official Gazette. The Institute adopted a new logo as part of its branding program. This was approved by the members at the first AGM of the Institute.

Landmarks in ICSB History    



 

  

ICSB elected full Member of the Corporate Secretaries International Association (CSIA). The Council established Secretarial Standard Board.

 

Developed and published two Secretarial Standards (i) General Meetings and (ii) Board Meeting. Developed and published Practice guidelines.

Private

Recommendation placed to the Chairman, Bangladesh Securities and Exchange Commission (BSEC) for updating Corporate Governance Guideline including the profession of Chartered Secretaries. Comprehensive proposal given to the Commerce Secretary for the inclusion of “the role of Chartered / Company Secretary profession” in the new Companies Act.

ICS B 201 2



Issued license for Chartered Secretaries in Private Practice. Introduced ‘Code of Conduct’ for the Members and Senior Management of ICSB.

Election of the 2nd Council held on September 7. 2nd Council of the ICSB was formed from 13 elected Councilors and 5 Government nominees. Elected Members Mohammad Asad Ullah Md. Shahid Farooqui

Prof. Md. Helal Uddin Nizami Commissioner, BSEC

Hossain Sadat A .T. M. Tahmiduzzaman

Mohammad Bul Hassan M. Naseemul Hye



M. Nurul Alam Government Nominees – Md. Shawkat Ali Waresi Joint Secretary, Ministry of Commerce Md. Ekhlasur Rahman Joint Secretary, Ministry of Finance

At the 2nd Council Meeting of ICSB was held on September 12, the Councilors elected the following office bearers of the Institute for the term 2013-2016:

Mohammad Asad Ullah

Md. Monirul Alam

N. G. Chakraborty

4th Convocation of the Institute was held in December 22, at Bangabandhu International Convention Centre. Barrister Shafique Ahmed, MP Hon’ble Minister for Law, Justice and Parliamentary Affairs, graced the ceremony as the Chief Guest and Suhel Ahmed Choudhury Former Secretary, Ministry of Commerce was the Special Guest.

Nasreen Begum Additional Secretary, Ministry of Law, Justice & Parliamentary Affairs



Mohammad Sanaullah

Md. Selim Reza

Institute successfully organized the 4th National Convention on December 21 on the theme of “Modernization of the Companies Act : Enhancing Governing Excellence” at Bangabandhu International Convention Centre. Ghulam Muhammad Quader MP Hon’ble Minister for Commerce, was the Chief Guest while Muhammad Faruk Khan MP, Hon’ble Minister for Civil Aviation and Tourism was the Special Guest.

Bijon Kumar Baishya Registrar, Registrar of Joint Stock Companies & Firms

Itrat Husain

Md. Azizur Rahman

Approved Members Gratuity, Insurance, Benevolent Fund.

ICS B 2013

President

M. Naseemul Hye

Sr. Vice President

Md. Monirul Alam

Vice President

Mohammad Bul Hassan



Treasurer

Institute in collaboration with the International Finance Corporation (IFC) organized a day long workshop on Corporate Governance Dispute and Mediation Resolution on October 26 at Hotel Sonargaon, Dhaka.

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

Landmarks in ICSB History      

    

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

CPD program held on Bangladesh Labour Act – Amended in 2013 at the Conference Hall, Business Faculty of Dhaka University on May 3.



Updated ICSB Website. The Campus & Office of the Institute was shifted to Padma Life Tower (7th & 8th floor), Kazi Nazrul Islam Avenue, in September. Acquired 10 Katha land at Aftabnagar Dhaka for construction of the Institute’s Office and Campus with loan from Dutch-Bangla Bank Limited. The Institute first time organized “ICSB National Award for Corporate Governance Excellence 2013” in December.



ICS B 2014 

Formed Jury Board for ICSB National Award for evaluation of Corporate Governance Excellence Award 2013.

Initiative taken to arrange funds from the Government for the development activities of this Institute. Successfully held the ‘2nd ICSB National Award for Corporate Governance Excellence 2014’ Finalized of the Training Policy of ICSB. During the year 5 CPDs were held for the professional development of the Members. Comprehensive feedback and suggestions were given to the Ministry of Commerce for inclusion in the Draft New Companies Act-2013. Published the Professional Code of Conduct for Members of ICSB including

ICSB organized 5th National Convention 2014 on the theme of “Corporate Leadership: Enhancing Governing Excellence” at Bangabandhu International Convention Centre on December 5, 2014 where Mr. Tofail Ahmed, Hon’ble Commerce Minister was the Chief Guest. 5th Convocation of the Institute being organized on December 5 at Bangabandhu International Convention Centre successfully.

the Council Members, Private Practitioners and Senior Management of the Institute.

  

ICS B 2015

On December 4, ICSB awarded 15 listed Companies for best practices in corporate governance in their respective Companies held at BICC, Dhaka Mr. A M A Muhith, Hon’ble Finance Minister handed over the trophy and certificates among the winners.

Faculty Member selection evaluation criteria finalized.

and

Finalized the Internship Guidelines for Qualified Chartered Secretaries. More Classrooms were equipped with permanent Multimedia System.

Landmarks in ICSB History  

 



   

The employees of ICSB entitled to receive the New National Pay Scale 2015.



The budget allocation for FY 2016-2017 was enhanced to Tk. 1.95 crore as against of Tk. 1.25 crore for the FY 2015-2016. Finalized the Secretarial Standards 3 and Secretarial Standard 4 for the Corporate Sector of Bangladesh. First one is Secretarial Standards on Minutes and the second one is Secretarial Standard on Dividend. Celebrated ‘Members Night 2016’ on May 14, 2016 at Bangabandhu International Conference Centre (BICC), Dhaka



ICS B 2016



Promoted cultural interactions through organizing events like Pohela Boishakh, Blood Donation Program, Iftar Party, Celebration of the National Independence Day and Anniversary of Enactment of CS Act 2010, etc. Comprehensive feedback and suggestions were given to the Bangladesh Bank on “Draft Guidelines on External Audit of Banks” and “Checklist” 6th National Convention, 6th Convocation and 3rd CGE Award prpgramme was held on December 24, 2016 at Pan Pacific Sonargaon Hotel, Dhaka

Digitalized students’ data in a central Data Management System.

Due to relentless efforts and persuasion by the Council during the year under review, the Government increased its funding to a great extent. Budget allocation from the Ministry of Commerce increased from the FY 2016-2017 Tk 19.50 million to Tk. 20.87 million for the FY 2017-2018. Successfully held of ‘4th ICSB National Award for Corporate Governance Excellence 2016’ where Hon’ble Minister for Commerce Mr. Tofail Ahmed MP was present as the Chief Guest and 22 listed companies were awarded. It created tremendous awareness about the profession of Chartered Secretaries in the corporate world of Bangladesh. Conducted two CPD programmes by the Professional Development Sub Committee for the development of the Members. Conducted four Training Programmes and two Workshops by the Executive Committee

ICS B 2017

Inducted thirty-one new Members as Associate Members and eighteen Associate Members were elevated as Fellow Members. Comprehensive feedback and suggestions were given to the Ministry of Commerce (MoC) for inclusion in the New Companies Act 2017 and to the Chairman, Bangladesh Securities and Exchange Commission (BSEC) for

updating the Guideline.



 



Corporate

Governance

Celebrated 20 years of founding of the Institute at BICC. Tofail Ahmed MP, Minister for Commerce, GoB graced the occasion as the Chief Guest and Shubhashish Bose, Secretary, MoC attended as Special Guest. Organized a Workshop on ‘Retail Investors Education and Protection’ to celebrate the World Investors Week (2-8 October). Celebrated the Recognition of 7th March Speech of the Father of Nation Bangabandhu Sheikh Mujibur Rahman in ‘the Memory of the World International Register’ as the ‘World’s Documentary Heritage’ declared by the UNSECO Promoted cultural interactions through organizing events like Celebrating International Mother Language Day, National Independence Day, National Victory Day, Annual Picnic, Iftar Party and Anniversary of Enactment of Chartered Secretaries Act 2010, etc.

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

Landmarks in ICSB History  



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

As a result of continuous and effective persuasion by the Council the Government has increased ICSB’s budget allocation from the FY 2017-2018 Tk 2.08 crore to Tk. 2.50 crore for the FY 2018-2019. Inducted thirty-seven new Members as Associate Members and twelve Associate Members were elevated as Fellow Members till the date of 31st September, 2018. There are now 194 Fellow Members and 300 Associate Members. With due solemnity and significance ICSB observed Amor Ekushey February and International Mother Language Day, 48th Independence Day of Bangladesh, ICSB arranged annual picnic to get relief from the monotony of routine life. Members of ICSB along with their spouse and children celebrated the Bangla New Year 1425 “Pohela Boishakh” with great enthusiasm and vigour.



ICS B 20184

The Executive Committee organized training programs on “Management of Company Meetings” and “Internal Audit & Control Environment” as a part of the Management Development Program.



Successfully arranged Continuing Professional Development (CPD) programmes on "Bangladesh Secretarial Standards Issued by ICSB” and “Finance Act, 2018 vis-à-vis National Budget 2018-19”. Md. Mosharraf Hossain Bhuiyan, NDC, Senior Secretary Internal Resources Division & Chairman National Board of Revenue (NBR), Ministry of Finance, Govt. of Bangladesh, graced the occasion as the Chief Guest. Conducted workshops on new “Corporate Governance Code and Financial Reporting and Disclosures” notifications and “Investors Protection through Corporate Governance Code -2018” Prof. Helal Uddin Nizami, Commissioner, Bangladesh Securities Exchange Commission(BSEC) was the Chief Guest. Promoted the ICSB through series of meetings with the policy makers of the country like Commerce Minister, Finance Minister, Secretary of Concerned Ministry, Chairman, National Board of Revenue (NBR), Chairman Financial Reporting Council(FRC), Chairman, Bangladesh Securities Exchange Commission(BSEC).

INAUGURAL SESSION Saturday | November 10, 2018 | 9.00 am â&#x20AC;&#x201C; 10.20 am

INAUGURAL SESSION Chief Guest

Dr. Hossain Zillur Rahman

Former Adviser, Ministry of Commerce Caretaker Government of Bangladesh & Executive Chairman Power and Participation Research Centre (PPRC)

Special Guest

Shubhashish Bose

Senior Secretary Ministry of Commerce Government of the People's Republic of Bangladesh

Chairperson

Mohammad Sanaullah FCS President, ICSB

Theme Introduction

Mohammad Bul Hassan FCS Former Vice President, ICSB

Release of Convention Souvenir

Itrat Husain FCS

Past President & Council Member, ICSB Chairman, Organizing Committee Concluding Remarks

Md. Selim Reza FCS

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Vice President, ICSB

Theme Abstract CHARTERED SECRETARIES: EFFECTIVE UTILIZATION OF PROFESSIONAL EXPERTISE THROUGH LEGISLATIONS A Chartered Secretary is a qualified professional specialized in company law, securities law, company secretarial practice, corporate management, corporate governance, compliance issues, banking, insurance, finance, investment, taxation, human resources, public relations, financial management and administration. They are trained to chart a course through regulation, legislation and best practice and to deliver effective operations. Chartered Secretary is the requisite qualification to become a Company Secretary.

n corporate management whether it is public or private or non-profit organizations - it is essential to have people who have adequate knowledge about the relevant legislations, regulation and best practice; people who are authoritative, identify the problems, understand the issues and have the expertise to provide the right solutions; people who maintains the organization in a right direction and help it to prosper and develop. These people are globally known as Company Secretaries. Professionally they are called Chartered Secretaries. The role of the Company Secretary is to advise and assists the members of the board with respect to their duties and responsibilities as directors and compliance with their obligations under the Companies Act, Stock Exchange requirements and issues on Corporate Governance. A Company Secretary, also known as head of governance, holds a strategic position at the heart of governance operations within an organization and acts as center of communication between the Board of Directors and Company Shareholders. The Company Secretary has all along been conceived as an extended arm of the Government for the purpose of ensuring compliance of various laws by the companies and is recognized under the Securities Laws, Companies Act, Banking and Insurance Acts, Income-tax Act and various other statutes as the Compliance Officer as well as principal officer of the company. Company Secretary being a key functionary in the corporate sector, his role, functions and responsibilities have widened over the years. With increasing emphasis on the principles of good governance and introduction of various provisions in relation thereto, he now has added responsibility for safeguarding the interest of stakeholders.

From the above definition it is clear that a Company Secretary is one who is an individual or a natural person with prescribed qualifications. It is assumed that the person appointed to this position (Company Secretary) should have the requisite knowledge and experience to carry out the duties of a Company Secretary of a public company. The duties are both extremely broad in scope and onerous. To perform this duty better the Company Secretaries need to be empowered through legislations. Company Secretary in the Global Perspective The Company Secretary’s responsibility is mostly constituted by the Companies Act and Securities Laws. That is why this position is also called the constitutional position. In most of the commonwealth countries, company law makes it mandatory to appoint the Company Secretaries for the Public Limited Companies with the objective to ensure that the Board of Directors fulfill their statutory requirements and to meet the demanding standards of Corporate Governance in companies. London Stock Exchange has recognized the Company Secretary as an officer with a central role in the governance and administration of Company affairs. The Principles of Good Governance and Code of Best practices (the combined code) U.K. mentioned that“all directors should have access to the advice and services of the Company Secretary, who is responsible to the board for ensuring that board procedures are followed and that applicable rules and regulations are complied with. Any question of the removal of the Company Secretary should be a matter for the board as a whole”. Practicing Chartered Secretary Practicing Chartered Secretaries are high-ranking professionals with a broad base of skills unique among the professions. Trained in corporate and securities

law, finance, accounting, strategy and governance, Chartered Secretaries provide a focal point for independent advice and guidance on the conduct of business, governance and compliance. Their areas of practice also include corporate laws and advisory services, foreign collaboration and joint venture, arbitration and conciliation, intellectual property rights and WTO, issue of certificates under various statutes, tax planning and management, appearance before regulatory authorities, corporate restructuring etc. Impact of Legislation Chartered Secretaries have the opportunity of serving the corporate world as Practicing Chartered Secretaries or as Company Secretaries which require comprehensive legislative coverage. Chartered Secretaries Act 2010 has given the legislative coverage to the Chartered Secretaries. But other related laws are yet to synchronize with the Chartered Secretaries Act 2010 which refrain the Chartered Secretaries from implementation of Chartered Secretaries Act 2010. For example, provisions of Chartered Secretaries Act 2010 are yet to recognize or incorporate by Companies Act 1994, Banking Companies Act, Non-Banking Financial Institution Act, Income Tax Ordinance 1984, VAT Act 1991, Labor Act 2006, Securities Acts etc. except inclusion in the Corporate Governance Code 2018. For want of inclusion in the business and related laws, Chartered Secretaries are still struggling to establish good governance in the corporate sector of Bangladesh, although the Government enacted the Chartered Secretaries Act 2010 with an objective to bring discipline and accountability in corporate management. Finally, we strongly feel that the provisions of Chartered Secretaries Act 2010 need to be linked with the relevant legislations. Linking of Chartered Secretaries Act 2010 with other relevant legislations will create the ground and empower Company Secretaries to apply their professional knowledge in enhancing good governance in corporate sector which will be beneficial to the organization and the country as a whole.

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According to the Companies Act, 1994 a Company Secretary means- “any individual possessing the prescribed qualifications appointed to perform the duties which may be performed by a Secretary under the Companies Act and any other ministerial and administrative duties”.

PROFILES Dr. Hossain Zillur Rahman Dr. Hossain Zillur Rahman is an economist and policymaker. Dr. Rahman combines degree in Economics (Masters, Dhaka University) and political sociology (Ph. D. Manchester University). He has been a researcher in BIDS more than two decades. Currently, he is the executive chairman of power and participation research center PPRC, a non-government research organization, which was established in 1996. He has carried out various research work in the fields of education, poverty and governance with Rethinking Rural Poverty (SAGE, 1995) and unbundling Governance: Bangladesh Governance Report 2007 (PPRC, 2OO7), Local Governance and community Capacity (UPL,

2OO2), The Urban Spectrum (2016) being the major publications he led and co-authored. Hossain Zillur's newest area of engagement is sustainable health-care, urban poverty and urban innovations. He was the member of independent South Asia Commission on Poverty Alleviation: Dr. Rahman was also the lead consultant for the formulation of Poverty Reduction Strategy of the Government of Bangladesh. He is an active player in policy discourse at home and abroad and has a close association with grass-roots and social initiatives. In 2008, Dr. Rahman was an Adviser, Ministry of Commerce and education of the Caretaker Government of Bangladesh. He is the convener of two important civic initiatives- ‘Healthy Bangladesh’ and ‘Safe Roads and Transport Alliance.’

Shubhashish Bose Mr. Shubhashish Bose joined Bangladesh Civil Service BCS (Taxation Cadre) in 1982. He did both of his graduation and post-graduation in the University of Dhaka. He was placed in the first class in all his academic life.

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He served as Commercial Counsellor in South Africa and

France. Moreover, he rendered his service in various important positions including Vice Chairman of Export Promotion Bureau. After his promotion as Secretary, he joined Ministry of Textiles & Jute on the first of January 2017. He has been serving Ministry of Commerce since 1st of March 2017 as Secretary. He has participated in many trainings, seminars and workshops in home and abroad.

is a Director of Bangladesh Institute of Capital Market (BICM). Former Vice President, Intellectual Property Association of Bangladesh (IPAB); He is a fellow Member of the Institute of Personnel Management, Bangladesh and a Former Council Member (2005-2007) of Bangladesh Society for Human Resource Management (BSHRM). He is also a Member of the Institute of Internal Auditors, USA. He is also a Member of the Trade, Tariff, Taxation & Company Affairs Committee, Human Resource, Foreign Investors Chamber of Commerce and Industry (FICCI). In addition to that, he has developed and contributed significantly to various professional development programmes and workshops organized by the Institute and various forums both at home and abroad. His contributions towards the development of the profession of Chartered Secretaries in Bangladesh is remarkable.Mr. Sanaullah is a visiting Faculty of MBA programme of leading private Universities in Bangladesh. Mohammad Sanaullah did his Graduation with Hon's and Masters in Accounting from University of Dhaka in 1980 and 1981 respectively. He is an MBA in Marketing and Post Graduate Diploma in Personnel Management. So far he visited many countries like USA, France, Italy, Switzerland, Turkey, China, South Africa, Kenya, Malaysia, Singapore, Thailand, India etc.

Mohammad Bul Hassan FCS

He is a Fellow member of the Institute. Mohammad Bul Hassan is currently working as Chief Financial Officer & Company Secretary of Siemens Bangladesh Limited. He started his career as Trainee Executive with Siemens Bangladesh Ltd. in 1996 after completing his post-graduation in Accounting & Information Systems from University of Dhaka. He also worked in a local bank for a brief period of time. In his nineteen years with Siemens he has worked in a gamut of functional and

management areas like Business Administration, Corporate Management and Governance, Organization & Information Technology, TQM, Internal Audit, etc. While working in the capacity as Head of Business Administration for Healthcare sector and subsequently for Power Generation and Energy Management he acquired valuable acumen in line with the global and Bangladesh specific opportunities and business dynamics of these sectors. Working in Siemens has also given him multiple opportunities to work in a multi-cultural environment cutting across geographies. Mohammad Bul Hassan is a Life Member Accounting Alumni, University of Dhaka. He has attended many management programs and workshops both at home and abroad. He is also a ROTARIAN.

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Mohammad Bul Hassan is the Past Senior Vice President of the Institute for the term 2016-2018. Earlier he was the Treasurer of the Institute for the term 2013-2016.

PROFILES Itrat Husain FCS Itrat Husain is a Past President (2007-2008), Fellow and a Founder Member of the Institute. He was the Editor of “The Chartered Secretary”, a Corporate Professional Journal of the Institute. He is the Chief Executive of Itrat Husain & Associates, a practicing Chartered Secretaries firm in Bangladesh, providing Corporate Advisory, Governance and Secretarial Services to private, public and listed companies. He has also done management consultancy work in the past. He has over 41 years of experience in Corporate Management both in public and private reputed companies in senior positions in the manufacturing, trading, and service

sectors in Asia, Europe and Africa and over eleven years’ experience in two Multinational Companies. He has worked as Director in two listed Companies and also served as Company Secretary in Singer Bangladesh Limited, Ekushey Television Limited and Argon Denims Limited. He is associated with training and also lectures in other organisations. He is a qualified Chartered Management Accountant (CIMA) from UK and is also a Fellow Member of the Institute of Cost and Management Accountants of Bangladesh (ICMAB). He has attended many training programmes and workshops both at home and abroad and is a widely travelled person. He attended a 4 day “Pilot Corporate Secretaries Toolkit Workshop” at Johannesburg in South Africa in 2013. He is a ROTARIAN and is also associated with various philanthropic and cultural activities.

Md. Selim Reza FCS Md. Selim Reza obtained M. Com (Accounting) from Jagannath University, Dhaka in the year 1991. He completed C.A. Course from Zahir Ahmed and Co., Chartered Accountants.

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He started his career as an Audit Officer in BRAC from 1994 to 1998. He also worked as Senior Audit Officer BRAC Concern Bangladesh till December 2000. He also worked as Company Secretary and EVP in Baira Life

Insurance, Chief Financial Officer in IRIS Group and Senior General Manager in Homeland Life Insurance Company till 2009. From 2009 to 2012 he worked as Deputy Managing Director (Finance and Accounts) and Company Secretary in Baira Life Insurance Company. He is a Fellow Member of the Institute of Chartered Accountants of Bangladesh (ICAB) and the Institute of Chartered Secretaries of Bangladesh (ICSB). Currently he is a partner of ARTISAN, Chartered Accountants. He is also an Associate of the Institute of Personal Management (AIPM). He is a ROTARIAN and a Philanthropist.

TECHNICAL SESSION-I Saturday | November 10, 2018 | 11.00 am â&#x20AC;&#x201C; 12.15 pm

TECHNICAL SESSION-I Empowering Chartered Secretaries Profession Through Legislation

Keynote Presenter

Mohammad Sanaullah FCS President, ICSB

Chairperson

Suhel Ahmed Choudhury Former Secretary Ministry of Commerce Government of the Peopleâ&#x20AC;&#x2122;s Republic of Bangladesh Discussant

Md. Azizur Rahman FCS Head of Public Affairs & Company Secretary British American Tobacco (Bangladesh) Ltd.

Hossain Sadat FCS

Chief Corporate Affairs Officer (Acting) Grameenphone Ltd. Floor Discussion Summing up by the Session Chairman

PROFILES Mohammad Sanaullah FCS Mohammad Sanaullah is the President (2016-2019) of the Institute of Chartered Secretaries of Bangladesh (ICSB). He is the first elected President (2010-2013) of the Institute after the enactment of the Chartered Secretaries Act 2010. He has been honored with a gold medal from the Institute as one of the founder members. He is a Fellow, Founder Member and Founder Treasurerof the Institute of Chartered Secretaries of Bangladesh (ICSB). He was elected in the ICSB Council several times and played an instrumental role for the enactment of Chartered Secretaries Act 2010. Moreover, he was the Past President of the International Federation of Company Secretaries (IFCS) and Past President of the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB). Mr. Sanaullah is the Corporate Affairs Director, Company Secretary and Head of Human Resource of Singer Bangladesh Limited, a Multinational Company, with over 32 years of rich and varied exposure in business, corporate management and governance in Corporate Sector. He is also a certified Trainer on Corporate Governance - Board Leadership of the Global Corporate Governance Forum (GCGF) of International Finance Corporation (IFC). He is a Director of Bangladesh Institute of Capital Market (BICM). Former Vice President, Intellectual Property Association of Bangladesh (IPAB); He is a fellow Member of the Institute of Personnel Management, Bangladesh and a Former Council Member (2005-2007) of Bangladesh Society for Human Resource Management (BSHRM). He is also a Member of the Institute of Internal Auditors, USA. He is also a Member of the Trade, Tariff, Taxation & Company Affairs Committee, Human Resource, Foreign Investors Chamber of Commerce and Industry (FICCI).

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In addition to that, he has developed and contributed significantly to various professional development programmes and workshops organized by the Institute and various forums both at home and abroad. His contributions towards the development of the profession of Chartered Secretaries in Bangladesh is remarkable.Mr. Sanaullah is a visiting Faculty of MBA programme of leading private Universities in Bangladesh.

Mohammad Sanaullah did his Graduation with Hon's and Masters in Accounting from University of Dhaka in 1980 and 1981 respectively. He is an MBA in Marketing and Post Graduate Diploma in Personnel Management. So far he visited many countries like USA, France, Italy, Switzerland, Turkey, China, South Africa, Kenya, Malaysia, Singapore, Thailand, India etc.

PROFILES Suhel Ahmed Choudhury Suhel Ahmed Choudhury, a member of the former PA & AS, retired from service in 2004 as the commerce secretary of Bangladesh. He spent a major portion of his service carrier in the ministry of commerce, Foreign Trade Division as a Deputy Secretary, commercial counselor in the Bangladesh Permanent Mission to the European Commission in Brussels, additional secretary and finally as the commerce secretary from February 2001 to 2004. He also held important positions in the ministry of finance in the 1990s.

MoC was set up under his leadership in the year 2002. Reorganization of the Export Promotion Bureau and modernization of the Registrar of Company’s Office was initiated in 2003.

Mr. Choudhury was the member-secretary of the National Export Council. Several policy measures were either initiated or updated by him including the Medium Term Bangladesh Export Policy and Bangladesh Import Policy. He chaired several other trade policy related bodies/committees and was a member of the Central Bank committee. He was a member of the Investment Board, Privatization Commission, Export Processing Zones Authority and others. He was the CEO of two specialized Financial Institutions in the mid-1990s.

Mr. Choudhury dealt with WTO issues from the beginning of 2001 and provided leadership in formulating Bangladesh position at various capitals. He was the alternate leader of Bangladesh Delegation to Fourth (2001, Doha) and Fifth (2003, Cancun) WTO Ministerial Conferences and leader of delegations to Geneva, Brussels, Tokyo and elsewhere. He was also the Secretary, housing and works ministry. He is the recipient of the First ICT Championship Award, 2009 awarded by BASIS. Apart from trade issues, Mr. Choudhury is involved in urban development and history and heritage issues. He is the President of Bhitargarh Promotional Society.

He played a key role in the setting up of Bangladesh Foreign Trade Institute, a PPP, and became its founder vice-chair. The WTO Cell of

Mr. Choudhury was the leader of Bangladesh delegation on TIFA negotiations with USA in 2002 and 2003 and led several trade delegations to India, Pakistan, Sri-Lanka, Nepal, Bhutan and Thailand on FTAs and RTAs in regard to SAPTA, SAFTA and BIMSTEC etc. between 2001 and 2004. He was invited to attend seven regional seminars/ conferences as a resource person in New Delhi, Goa and Islamabad between 2005 and 2009. Mr. Choudhury is a former council member of Asiatic Society of Bangladesh. Under the Chairmanship of Mr. Choudhury, Janata Bank Limited made the highest profit in the banking sector in 2008.

Md. Azizur Rahman FCS Md. Azizur Rahman is a fellow (FCS) and Council Member of the Institute of Chartered Secretaries of Bangladesh (ICSB). He has been selected as the Chairman of Audit Committee and Seminar and Conference Committee of ICSB. After obtaining his Master’s degree in Accounting from the University of Dhaka, he completed Chartered Accountancy course at ICAB. Mr. Rahman joined BAT Bangladesh in March 2002 in Company Secretarial function. In his 26 years of career span, he took the challenges of cross functional assignments which developed his

expertise in various areas like corporate affairs, finance, audit, legal, intellectual property rights, land management, corporate banking and records management. Apart from his diverse role as Head of Public Affairs & Company Secretary, he is also Secretary of the Audit Committee, Board CSR Committee and Trust Funds of the Company. Mr. Rahman performs as a visiting lecturer on corporate affairs in different private universities and professional institutes. As a resource person, he has been conducting various professional management courses for the professionals. In his capacity as the Director General of Intellectual Property Association of Bangladesh (IPAB) and Vice-Chairman of IP Committee of FBCCI, he performs with different national and international organisations for addressing IPR issues in Bangladesh.

Hossain Sadat FCS

He is responsible for ensuring business sustainability through regulatory compliance in business operations while engaging with stakeholders in shaping up regulatory framework for longer term business perspective. Prior to above, he was appointed as Company Secretary effective from 01 July 2010. Mr. Sadat played a significant role in delivering largest ever IPO, and transforming Grameenphone (GP) into a public listed company

in 2009. Since joined GP in mid June 2001, he has held a number of leadership positions, including Financial Controller, Head of Financial Reporting and Head of Accounting & Budgeting. He worked in a number of multinational organizations, including Shell Oil & Gas, Cairn Energy PLC and KPMG Bangladesh. In all, he comes with 20 (twenty) years of professional experience in the fields of Business Environment Management, Corporate Governance, Financial management, and Public communications. Mr. Sadat had been in the Council of the Institute of Chartered Secretaries of Bangladesh (ICSB) during 2013 to 2016 and served as faculty member to the ICSB. He is a Chartered Secretary by profession, and holds a Master’s degree in Commerce. He has also attended executive education programs at INSEAD and London Business School.

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Hossain Sadat was appointed as Chief Corporate Affairs Officer (Acting) effective from 24 October 2018 in addition to his role as Director and Head of Regulatory Affairs.

Keynote Paper : First Technical Session

EMPOWERING CHARTERED SECRETARIES PROFESSION THROUGH LEGISLATION Mohammad Sanaullah FCS Introduction Legislation is important for several reasons, including setting standards and controls to govern the actions of people and groups in the public and private spheres. Legislation is sometimes referred to as statutory law, and it is law that has been put into place by the actions of a legislature or governing body. Legislation is valuable to setting societal standards and norms at all levels of government, including the local, state and national level. According to Dictionary Empowering means to the power or authority to authorize, especially by legal or official means, like the Chartered Secretaries Act-2010 which empowered the Institute of Chartered Secretaries of Bangladesh to develop, promote and regulate the profession of Chartered Secretaries in Bangladesh.

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To bring discipline and accountability in corporate management the Government. of Bangladesh had realized and felt the necessity to enact the Chartered Secretaries Bill to promote, develop and regulate the profession of chartered / company secretary in Bangladesh.

Chartered Secretary as a Profession A Chartered Secretary is a high ranking professional who is trained to uphold the highest standards of corporate governance, effective operations, compliance and administration. The comprehensive training, they have undergone makes their service to be effectively useful and valued by employers.

Chartered Secretaries are the primary source of advice on the conduct of business. According to Chartered Secretaries Act 2010 Chartered Secretary profession means the profession of a Chartered Secretary who acts as a Company Secretary under the Companies Act, Securities Act and other applicable laws in force. In corporate management, whether in the public or private or non-profitable organizations, it is essential to have people who are acquainted and have adequate knowledge about the jungle of legislations, regulations and best practice; people who are authoritative, identify the problems, understand the issues and have the expertise to provide the right solutions, people who maintains the organization in a right direction and help it to be proper and also to develop. These people are globally known as Company Secretaries. Professionally they are called Chartered Secretaries. The core of the Chartered Secretaryâ&#x20AC;&#x2122;s Profession is integrity - a rich protection of the rights and interests of all elements of an organization - a protection that comes from key business knowledge, the understanding of the regulatory environment and the ability to deliver effective operations (ICSA- South Africa). Chartered Secretary Curricula ď ś A Chartered Secretary as a competent professional comes in existence after exhaustive exposure provided by the Institute through

 The Chartered Secretaries are not only conversant with the technicalities and provisions of the corporate legal areas but are highly specialized professionals in the matters of procedural and practical aspects involved in the compliances enjoined under various statutes and the rules, regulations bye-laws and guidelines made there under.  Detailed syllabus for Chartered Secretary-ship synthesizes corporate, laws, governance, taxation, economic, financial, commercial, industrial and allied laws in addition to the management, administration, finance and accounts. It is well recognized that corporate laws is the core area of specialization of company secretaries.  Company Secretary being a key functionary in the corporate sector, his role, functions and responsibilities have widened over the years. With increasing emphasis on the principles of good governance and introduction of various provisions in relation thereto, a Company Secretary now has enhanced responsibility for safeguarding the interests of stakeholders. Company Secretary The Company Secretary is a strategic position of considerable influence at the heart of governance operations within an organization. Governance we mean the way that an organization is directed and controlled, which includes a company’s strategy and decision making, how the company achieves its goal and objectives through legal, ethical and regulatory requirements. Company Secretaries are specialized in corporate law, finance, governance, strategy, providing support to the Chairman, CEO and Non Executive Directors. The Company Secretary has all along been conceived as an extended arm of the Government for the purpose of ensuring compliance of various laws by the companies and is recognized under the Securities Laws, Companies Act, Banking and Insurance Acts, Income Tax Act and various other statutes as the Compliance Officer as well as principal officer of the Company.

According to the Companies Act 1994 Company Secretary means- “any individual possessing the prescribed qualifications appointed to perform the duties which may be performed by a Secretary under the Companies Act and any other ministerial and administrative duties”. From the above definition it is clear that a Company Secretary is one who is an individual or a natural person with prescribed qualifications. It is assumed that the person appointed to this position (Company Secretary) should have the requisite knowledge and experience to carry out the duties of a Company Secretary of a public company. The duties are both extremely broad in scope and onerous. Company Secretary in the Global Perspective A Company Secretary’s responsibility is mostly constituted by the Companies Act and Securities Laws. That is why this position is also called the constitutional position. Most of the commonwealth countries company law makes mandatory to appoint Company Secretaries for the Public Limited Companies with an objective to ensure that the Board of Directors fulfill their statutory requirements and to meet the demanding standards of corporate governance in companies. London Stock Exchange has recognized the Company Secretary as an officer with a central role in the governance and administration of Company affairs. The Principles of Good Governance and Code of Best practices (the combined code) U.K. mentioned that“all directors should have access to the advice and services of the Company Secretary, who is responsible to the board for ensuring that board procedures are followed and that applicable rules and regulations are complied with. Any question of the removal of the Company Secretary should be a matter for the board as a whole”. The Company Secretary plays an important role in corporate management. The Company Secretary has a wide-ranging responsibility as a Senior Corporate Executive serving on the focal point for the communications with the Board, the Company and the Stakeholders. The Company Secretary is also playing a key role in the administration of important counselors to the Board of Directors, Chief Executive Officer and Management team.

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compulsory coaching, examinations, rigorous training and continuing professional development programs.

Duties and Responsibilities of the Company Secretary

 Advisor to the Board of Directors;

The Chairman and the Board will look to the Company Secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged”.

 Controller of Management functions;

Chartered Secretaries Act 2010

Responsible to the Board

 Compliance with corporate governance;  Act as a channel of communication and information to executive & non-executive Directors. Responsible to the Company  Registrar of the Company;  Compliance with statute and other appropriate legislation;  Authentication of accounts & documents;  Advice on business ethics;

The Chartered Secretaries Act 2010 empowered Chartered Secretaries to perform the following works:  Corporate Governance Service Advising on good governance practices and compliance of Corporate Governance norms as prescribed under various Corporate, Securities and Other Business Laws and regulations and guidelines made thereunder.  Corporate Secretarial Services •

 Adequate communication with the stakeholders of the company and also to nsure that due regards are paid to their interests;

Promotion, formation and incorporation of companies and matters related therewith filing, registering any document including forms, returns and applications by and on behalf of the company as an authorizjed representative;

•

Maintenance of secretarial records, statutory books and registers;

 Primary contact for corporate governance.

•

Arranging board/general meetings and preparing minutes thereof;

•

All work relating to shares and their transfer and transmission.

 Compliance with corporate governance. Responsible to the Stakeholders

Officer of the Company  To act in good faith in the company’s interest;

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 Not act for collateral interest;

 Avoid conflicts of interest;

 Secretarial/Compliance Certification Services

 Maintains statutory books and registers.

•

Secretarial/Compliance Audit;

The OECD Principles

•

Compliance certificate for companies required to employ a whole time Secretary;

The OECD Principles of Corporate Governance provide that the Chairman of a company may be supported by the Company Secretary and that the contributions of non-executive Board Members to the company can be enhanced by providing access to certain key managers within the company such as, the Company Secretary.

•

Signing of Annual Return;

•

Other declaration, attestations and certifications under the Companies Act 1994.

Core competency of Company Secretaries In UK, the Cadbury Committee in its report on the Financial Aspects of Corporate Governance also recognized the importance of the role of Company Secretary and observed “The Company Secretary has a key role to play in ensuring that the board procedures are both followed and regularly reviewed.

Audit

and

not

 Corporate Laws Advisory Services Chartered secretaries in practice can advise companies on Compliance of legal and procedural aspects, particularly under•

Bangladesh Securities and Exchange Commission Act and Rules 1987;

•

Foreign Exchange Regulations Act;

•

Depositories Act;

•

Labour and Industrial Laws;

•

Co-operative Societies Act;

Finance and Accounting Services

•

Foreign Collaborations and Joint Ventures under BIDA;



Internal Audit;



Secretary to Audit Committee;

•

Setting up subsidiaries abroad;



Working capital and liquidity management;

•

Competition Practices;



Analysis of capital investment proposals;

•

Intellectual Property Rights Management, Valuation and Audit;



Business valuations prior to mergers and/or acquisitions;



•

Drafting of Legal documents.

Budgetary controls;



Accounting and statements.



Taxation Services



Advisory services to companies on tax management and tax planning under Income Tax, Customs Laws and Value Added Tax;



Preparing/reviewing various returns and reports required for compliance with the Tax, Customs Laws and Value Added Tax;



Representing companies and other persons before Tax, Customs Laws and Value Added Tax authorities and tribunals;



Communication with different domestic and international business bodies and providing advisory services thereon.



Provide strategic management services, public relations, human resources management and development, Labour and Industrial Laws related compliance issues and advisory services thereto.

and

Anti-Competitive Protection,

 Representation Services Representing on behalf of a company and other persons before•

Registrar of Joint Stock Companies & Firms;

•

Bangladesh Commission;

•

Authorities under National Board of Revenue;

•

Bangladesh Investment Development Authority;

•

IDRA;

•

Bangladesh Bank;

•

BTRC;

Securities

and

Exchange

 Arbitration and Conciliation Services

compilation

financial

•

Advising on arbitration, negotiation and conciliation in commercial disputes between the parties;

•

Acting as arbitration/conciliator in domestic and international commercial disputes



Drafting Clause

Work as independent director to other companies and help them in establishing good governance.



Providing conciliation services quasi-judicial bodies and Tribunal.

•

Arbitration/Conciliation

Agreement/

 Financial Markets Services o

Public Issue, Listing and Securities Management



Advisor/consultant in issue of shares and other securities;



Preparation of Projects Reports and Feasibility Studies;



Syndication of Loans from banks & financial institutions;



Drafting of prospectus/offer for sale/letter of offer/other; documents related to issue of securities and obtaining various; approvals in association with lead managers;



Loan Documentation, registration of charges, status and search reports;

other

Chartered Secretaries Act 2010 Vs. other Alied Laws The Chartered Secretaries Act 2010 empowered Chartered Secretaries to perform variety of jobs which is the gateway for the Chartered Secretaries. Chartered Secretaries profession need to be incorporated in the Business related laws for having the full service of Chartered Secretaries. Chartered Secretaries Profession need to be Incorporated in the Following Laws/areas: Companies Act Following provisions are to be incorporated in the new Companies Act to empower the Chartered Secretaries Profession:

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Policy

 “Chartered Secretary” to be clearly defined in the Companies Act;  Empowerment of Chartered Secretaries in the BSEC’s Corporate Governance code should be incorporated in the new Companies Act;  Mandatory provision for appointing a Company Secretary in a company having capital of more than Taka five crore;  Chartered Secretary should be the requisite qualification for the appointment as a Company Secretary. The Company Secretary shall be a resident in Bangladesh;  The Company Secretary shall hold responsibilities for ensuring compliance of all statutes;  Company Secretary’s Functions are to be clearly mentioned in the law.  Annual Returns-

The Practicing Chartered Secretary to certify that the annual return states the facts correctly and adequately and that the Company has complied with all the provisions of the Act;

In a one person or Small Company, the annual return should be signed by the Company Secretary or where there is no Company Secretary, by one director of the Company.

 Secretarial Standards established by the ICSB should be included in the new Companies Act: -

Every Company shall maintain Secretarial Standards with respect to Board Meeting and General Meetings as specified by the Institute of Chartered Secretaries of Bangladesh; It would be the duty of the Company Secretary to ensure that the Company complies with the applicable Secretarial Standards.

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 Secretarial Audit provision should be included in the new Companies Act for every listed company and for other companies based on their turnover.

 Company Law Authority / Tribunal should be provided in the new Companies Act and Chartered Secretaries should be involved in appointment of company valuer, member of Company law authority / Law Tribunal, liquidator and many more.

The Writer is a Fellow Member, ICSB

Income TAX and VAT Act  Chartered Secretaries are competent to act as Income Tax Practitioner. Necessary amendments should be made to the Ordinance and Rule 37 so that the Chartered Secretary professionals can make contribution to the national economy.  Chartered Secretaries are eligible to act as Mushak Agent. Necessary amendments should be made to the Value Added Tax Act 1991and Supplementary Duty Rules, 2016 so that the Chartered Secretary professionals could make contribution to the national economy. Other Acts Chartered Secretaries Profession must be recognized in the following Acts: - Securities Law - Banking Companies Act - Non-Banking Companies Act - Insurance Companies Act - Tarde Marks Act - BIDA Act - All other relevant laws. Conclusion The Chartered Secretaries Act 2010 has given the legislative coverage to the Chartered Secretaries. But other related laws are yet to synchronize with the Chartered Secretaries Act 2010 which refrain the Chartered Secretaries from implementation of Chartered Secretaries Act 2010. With an objective to empower Chartered Secretaries profession we strongly feel that the provisions of Chartered Secretaries Act 2010 needs to be linked with the relevant legislations like Companies Act, Securities Act, Banking and Non-Banking Companies Act, Insurance Act, Income Tax and Value Added Tax etc. otherwise it is difficult to perform the duties of Company Secretaries more effectively and efficiently. References 1. ICSI 2. ICSA 3. Chartered Secretaries Act 4. Internet

TECHNICAL SESSION-II Saturday | November 10, 2018 | 12.15 pm â&#x20AC;&#x201C; 01.30 pm

TECHNICAL SESSION-II Empowerment of Chartered Secretaries to ensure Good Governance

Keynote Presenter

Md. Shahid Farooqui FCS

Former Council Member, ICSB Executive Director & Company Secretary The Ibn Pharmaceutical Industries Ltd.

Chairperson

CQK Mustaq Ahmed

Chairman, Financial Reporting Council Government of the Peopleâ&#x20AC;&#x2122;s Republic of Bangladesh Discussant

N. G. Chakraborty FCS

Former Council Member, ICSB Practicing Chartered Accountant

Md. Anwar Hossain Chowdhury FCS Council Member, ICSB Technical Director Nurul Faruk Hasan & Co. Chartered Accountants

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Floor Discussion Summing up by the Session Chairman

PROFILES Md. Shahid Farooqui FCS Md. Shahid Farooqui has been serving as Executive Director and Company Secretary of the IbnSina Pharmaceutical Industry Ltd. with over 34 years of rich and valued experience in business and corporate management. He did his graduation with Honâ&#x20AC;&#x2122;s in Accounting and Masters in Accounting from University of Dhaka. He is a Fellow Member of the Institute of Chartered Secretaries of Bangladesh (ICSB). Mr. Farooqui performed his responsibilities in different capacities in ICSB as Treasurer, Vice President and Senior Vice President for two terms. He is one of the faculty members of ICSB and now assigned as the Chairman of Membership and Registration Committee. He has contributed to various professional development programmes and workshops organized by the Institute and in various forums. He represented the Institute in many international conferences of the Chartered Secretaries. Mr. Farooqui is associated with many local and international socio-cultural and philanthropic organizations.

CQK Mustaq Ahmed Mr. CQK Mustaq Ahmed, Chairman of the Financial Reporting Council (FRC) of the Government of Bangladesh served as Senior Secretary Ministry of Home Affairs and Ministry of Agriculture, Secretary Bridges Division of Ministry of Road Transport and Bridges, and Secretary Ministry of Liberation War Affairs. Previously he held various positions such as Director General NGO Affairs Bureau, Additional Secretary Ministry of Health, Addl. Secretary Ministry of Agriculture, Joint Secretary Economic Relations Division of Ministry of Finance, Deputy Commissioner Narayanganj, First Secretary, Bangladesh High Commission, London, etc. Mr. Ahmed is an experienced civil servant with a demonstrated ability in public policy making at top levels of the government ministries and implementation of policies, development projects and programs in important government organizations like Bangladesh Police, Border Guards Bangladesh (BGB), Ansars and Village Defence, Bangladesh Coast Guards, Bangladesh Prisons, Fire Service and Civil Defence, Department of Narcotics and Drug Control, Department of Immigration and Passports, etc. Mr. Mustaq Ahmed obtained BA Honors and MA degrees in Economics from Department of Economics, Dhaka University. He successfully completed two higher academic courses on leadership and governance from University of Birmingham, U.K and Kennedy School of Government of Harvard University, USA.

PROFILES N. G. Chakraborty FCS N. G. Chakraborty graduating from Dhaka University in 1972 became an Associate Member (ACA) of the Institute of Chartered Accountants in 1986 and fellow (FCA) in 1991. He started as a public accountant under his own name in 1988 and continued it until 2011.

He joined Sadhan Das & Co., Chartered Accountants as partner in 2012. He still continues to be in the practice since then. He is also Fellow of the Institute of Chartered Secretaries of Bangladesh.

Md. Anwar Hossain Chowdhury FCS

Chowdhury is largely associated with strategy formulation, policy making, planning for sector development and designing of new projects. His association with operations, administration and management of aided program increased his capacity in producing standard operating procedures for organizations, strategic plan of operations and adopting internal control. He has exhibited a high level of trust and confidence to provide operational support to the implementing Team of donor aided program, national and international NGOs. Anwarâ&#x20AC;&#x2122;s educational background, including a MBA, from AIM, Philippines, a FCA from ICAB, FCS from ICSB, Masters from Dhaka University, strengthened his ability to lead

program implementation, financial management, quality assurance and management of large fund. He possesses a wide range of knowledge in developing program related Finance, Procurement, Accounting, Operation and Fund Management manuals. To explore his knowledge on international development, he has visited UK, Myanmar, Denmark, Philippines, India, Thailand, Vietnam, Saudi Arabia, USA and Malaysia for attending business meetings, study tours, training and degree study. He is an effective Leader with strong analytical, communication, organizational, professional and Interpersonal skills. He was mainly associated with development projects supported by British Council, DFID, World Bank, Danida, SDC, Swisscontact and the Government of Bangladesh. He is a Fellow member of ICAB and ICSB. He is also the member of Wisconsin Institute of Certified Public Accountant. Currently he is the President of AIM Alumni of Bangladesh and member of the Federation of AIM Alumni Association, Philippines. He was member of the Quality Assurance Board of ICAB. He is the elected Council member of ICSB and Chairman Examination Committee. In recent times, he has joined IPE Global Bangladesh as the Country Head. IPE Global is development sector Consultancy Company working across the globe. The Global Headquarters is in Delhi, but international offices are in Bangladesh, United Kingdom, Kenya, Myanmar, Philippines and Ethiopia. With a root in Bangladesh and experience of working across multiple donors in similar assignments, Anwar has developed good understanding of organizational management and the financial and regulatory compliance. He brings extensive experience of team leadership, financial compliance for companies in development sector and due diligence of grantees based on economic and financial criteria. Anwar is a passionate leader and a highly driven relationship builder with an extensive network in both the development and private sector in Bangladesh.

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Anwar Chowdhury, Chartered Accountant and Chartered Secretary, has over 30 years of experience, out of which 25 years in senior leadership positions, and brings with him an in-depth understanding and extensive experience of working in the domain of development sector and social work. His experience boasts of grant and fund management, and setting up of financial management and accounting system, due diligence, audit and financial monitoring of various enterprise funds. Anwar has worked as an independent consultant, providing strategic direction for donor funded innovation fund projects and private sector companies. He has experience in providing strategic guidance and leadership for implementation of various large-scale projects for agricultural and Economic Empowerment Projects. He was the Dy Team lead and CFO for the SHIREE (83m program a grant management assignment which was a joint initiative by the Government of Bangladesh and DFID. He has worked with various international and national organizations as Financial Controller and has helped them on setting up of financial management systems and ensuring stringent financial and management controls and compliances.

Keynote Paper : Second Technical Session

EMPOWERMENT OF CHARTERED SECRETARIES TO ENSURE GOOD GOVERNANCE Md. Shahid Farooqui FCS Preamble “In today’s world, the role of the Company Secretary has no one meaning and covers a multitude of tasks and responsibilities, that said, role lies at the heart of the governance systems of companies and is receiving ever great focus.’’

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More and more countries are introducing the position of Company Secretary, whether in law or through regulations, standards or code of Corporate Governance.

This paper examines how legislation can empower Chartered Secretaries in Bangladesh. Since the early 1990’s, Corporate Governance has been receiving increasing attention from regulatory bodies and practitioners worldwide. Corporate sectors are still in its initial stage; nevertheless awareness of the importance of Corporate Governance is growing day by day. Bangladesh has a liberal policy towards foreign direct investment (FDI). However when compared to those of India, Thailand and Malaysia, Corporate governance in practice and in philosophy has up till now remained relatively under-developed in our country. That’s why the topic “Empowerment of Chartered Secretaries to ensure good governance” is very much significant issue in the present perspective. Governance Governance is the “the process of decision making and the process by which decisions are implemented (or not implemented).’’

Governance comprises all of the processes of governing-whether undertaken by the government of a state, by a market or by a network over a social system (family, tribe, formal or informal organisation or territory or across territories). Understanding Corporate Governance The word Corporate Governance has become a buzzword due to financial crisis in North to South several years ago. The deficiencies in Corporate Governance endangered the stability of global financial systems. In general, Corporate Governance deals with the laws, procedures, practices and implicit rules that determine a Company’s ability to take managerial decisions vis-a-vis its claimants in particular, its shareholders, creditors, customers, the State and the employees. Therefore, Corporate Governance is the system by which companies are directed and controlled. Good Governance There is a global consensus about the objective of Corporate Governance: maximizing long term shareholders’ value. Since, Shareholders are residual claimants, this objective follows from a premise that, in well performing capital and financial markets, whatever maximizes shareholders’ value must necessarily maximize corporate prosperity and best satisfy the claims of creditors, employees, shareholders in the state.

Good Governance has 8 major characteristics. It is participatory, consensus oriented, accountable, transparent, responsive, effective and efficient, equitable and inclusive and follows the rule of law. It assures that corruption is minimized, the views of minorities are taken into account and that the voices of the most vulnerable in society are heard in decision making. It is also responsive to the present and future needs of the society.

Chartered Secretaries may be employed as Company Secretary or they may engage themselves as Practicing Chartered Secretaries. They may also be appointed as Managing Director/Chief Executive, Non-Executive Director, Independent Director and Corporate Affairs Manager/Corporate Executive.

Need for Good Corporate Governance

Company Secretary

For effective Corporate Governance, it requires clear understanding of the respective roles of the board and of senior management and their relationship with others in the corporate structure. Removing the weaknesses requires appropriate reform and implementation thereof. Company Secretaries can play a vital role in ensuring implementation of Corporate Governance practices in the companies.

The word Secretary appears 20 times in the existing Companies Act. 1994. In section 2(1) (o) the word ‘Officer’ includes Secretary in order to make him accountable as an officer in default. In section 2(1)(u) ‘Secretary’ has been defined as any individual possessing the prescribed qualifications appointed to perform the duties which may be performed by a secretary under the Act and any other ministerial or administrative duties.

A Chartered Secretary is qualified in company law, securities laws and capital market, banking, insurance, finance, investment, taxation, corporate Governance, human resource management, company secretarial practice, management and administration. They are trained to chart a course through regulation, legislation and best practice and to deliver effective operations.

Role of Chartered Secretaries to ensure Good Governance The Company Secretary has an important role in promoting good Corporate Governance. In discharging their duties, company secretaries should consider the following as an outline of their personal and professional responsibilities:

He/She (Chartered Secretary) is a Member (Associate or Fellow) of the Institute of Chartered Secretaries of Bangladesh (ICSB). For becoming a Chartered Secretary (primarily Associate Member of ICSB), one (having graduation in Business discipline or passed in the foundation level of six months) must undergo a course of two and half years (to qualify in five levels of six months each) and then an internship for three months and also possess three years of experience.

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Establishing an effective working relationship with the Chairman and Chief Executive Officer, with accountability to the board for all matters.

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Ensuring the smooth running of the Board's and Board Committees’ activities by helping the Chairman to set agendas, preparing papers and presenting papers to the Board and Board Committees.

Chartered Secretary as Profession

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Keeping under close review all legislative, regulatory and Corporate Governance developments that might affect the company's operations.

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To ensure that the concept of stakeholders (particularly employees) is in the board’s mind when important business decisions are being taken. Keeping in touch with the policies and budget allocation on corporate social responsibilities (“CSR”).

In corporate management whether in the public or private or non-profitable organizations, it is essential to have people who acquainted adequate knowledge about the plenty of legislation, regulation and best practice, people who are authoritative, identify the problems, understand the issues and have the expertise to provide the right solutions, people who maintains the organization in a right direction and help it to properly developed.

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Chartered Secretaries

Chartered Secretary is a challenging and rewarding profession.

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Acting as a confidential sounding board to the Chairman, Non-Executive Directors and Executive Directors on points that may concern them, and to take a lead role in managing difficult inter-personal issues on the board.

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Acting as a primary point of contact and source of advice and guidance for, particularly, non-executive directors as regards the company and its activities in order to support the decision making process.

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Acting as an additional enquiring voice in relation to board decisions which particularly affect the company, drawing on his experience and knowledge of the practical aspects. To act as the “conscience of the company”. Ensuring, where applicable, that the standards and/or disclosure required by BSEC and relevant Laws and Regulations are observed and, where required, reflected in the annual report of the Directors — the Secretary usually takes the lead role in drafting the annual report and agreeing these with the board and board committees. Complying with the continuing obligations of the Rules of the Regulatory Bodies and relevant laws regarding Takeovers, Acquisition, Mergers, Amalgamation and Share Repurchases.

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Coordinating the operation of the company’s formal decision making and reporting machinery, formulating meeting agendas with the chairman and/or the chief executive, preparing minutes for meeting, maintaining minute books and ensuring that correct procedures are followed.

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Perform the duties relating to filing information (statutory returns) with the Registrar of Companies to report certain changes regarding the company or to comply with requirements/or periodic filing of particular importance.

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Participating as a key member of the company team established to implement corporate acquisitions and disposals.

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Administering the subsidiary companies and implementing changes to, and maintain a record of the group’s structure.

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Duties relating to contracts negotiation, contracts relating to freehold or leasehold property, contracts in the ordinary course of business, other contracts and litigations etc.

Empowerment The term ‘empowerment’ refers to measures designed to increase the degree of autonomy and self-determination in people and in communities in order to enable them to represent their interests in a responsible and in more positive way, acting on their own authority. It is the process of becoming stronger and more confident, especially in controlling one’s life and claiming one’s rights. Empowerment as action refers both to the process of self-empowerment and professional support of people.

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Keep relations with investors, particularly institutional investors, with regard to corporate governance issues and the board’s practices in relation to corporate governance.

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Inducting new Directors into the business and explaining their roles and responsibilities.

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To ensure that the board is fully aware of its responsibility to ensure that it does not mislead the market by putting out or allowing the release of misleading information about its financial performance or trading condition, by omitting to state information which it should state, or by engaging in a course of conduct which could amount to misleading the market.

Empowerment of Chartered Secretaries means the legitimate powers bestowed to the Chartered Secretaries to exercise their authorities to perform their responsibilities as per desired standard in accordance with the laws, rules and regulations.

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Ensuring compliance with all statutory filings and regulatory disclosures.

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Arranging and managing the annual general meeting (“AGM”).

We are delighted that the present Government led by the Prime Minister Sheikh Hasina promulgated Chartered Secretaries Act 2010 and Chartered Secretaries Rule 2011 giving the legislative coverage to the Chartered Secretaries.

Impact of Legislation in the Performance of Chartered Secretaries

But other related laws are yet to synchronize with the Chartered Secretaries Act 2010 which refrain, the Chartered Secretaries from implementation of Chartered Secretaries Act 2010. For example, provisions of Chartered Secretaries Act 2010 are yet to recognize or incorporate in the Companies Act, Banking Companies Act, Non-Banking Financial Institutions Act, Income Tax Ordinance, Vat Act, Labor Act, Securities Acts, etc.

partners, and persistent development efforts for poverty alleviation.

During this regime of the present government many Acts, Ordinances, Rules and Regulations have been passed.

According to data compiled by the United Nations Conference on Trade and Development, Bangladesh’s per capita income went up by 39.11%, from $974 in 2013 to $1,355 in 2016.

Bangladesh- an Emerging Economy In a recent report published by the World Bank, Dhaka Office on January 11, 2018 under the title of “Economy to stay strong” that Bangladesh is among the top 17 out of 134 countries in the list of GEP (Global Economic Prospects) forecasts. Bangladesh is strategically important for the economies of Northeast India, Nepal and Bhutan, as Bangladeshi seaports provide maritime access for these landlocked regions and countries. China also views Bangladesh as a potential gateway for its landlocked southwest, including Tibet, Sichuan and Yunnan. Bangladesh's macro-economy has shown strong stability, which paved the way to a developing country status, under the leadership of Prime Minister Sheikh Hasina during the last two tenures of her government. Sheikh Hasina's government also introduced consistent policies, stable trade relations with global

A strong fiscal policy is the reason behind the strong stability of Bangladesh’s macro-economy.

Bangladesh’s GDP has also shown steady growth over the past few years. In the last fiscal year, Bangladesh witnessed a 7.65% GDP growth (provisional). For the FY2018-19, Bangladesh has set a GDP target of 7.8%. To retain the optimum economic growth of the country, Corporate Governance excellence is essentially needed. Empowerment of Chartered Secretaries will be instrumental to ensure sustainable economic progress of the country. Bangladesh is moving towards the SDGs The world faces massive economic social and environmental challenges. To combat extreme poverty, zero hunger, good health, gender equality, quality education etc. have been selected for the Sustainable Development Goals (SDGs). SDGs define global priorities and aspiration to be achieved by the year 2030 to which Governments word-wide have already committed to achieve these goals including Bangladesh. Bangladesh is a country with enormous potential that is yet to be realized. Mindful of the fact that people of Bangladesh deserve a future that is significantly better than their lot today, Vision 2021 and the supporting Perspective Plan lays down goals and strategies to achieve those goals. Vision 2021 calls for Bangladeshi socio-economic environment to be transformed from a low income economy to the first stages of a middle-income nation with prosperity by this certain period. In line with constitutional obligations and international commitments to human rights, Bangladesh in 2021 shall be a country in which:-

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But as a matter of great disappointment, the long expected new Companies Act has not been passed as yet. Companies Act 1994 has become almost obsolete. BSEC issued many guidelines, Orders, notifications which supersede the present company law. An initiative was taken by the Government and high level committee was formed, consultants were appointed. Suggestions and recommendations were taken from various professional bodies including ICSB. But it is not clear, what is the actual hindrance to formulate and promulgate new Companies Act. We strongly raise our voice to draw the attention of the Government to pass a new Companies Act in the parliament giving due importance and priority.

Her boldest and most laudable initiatives for the country's economy are on power generation and mega projects for improving infrastructure.

(i) every citizen has equal opportunities to achieve his/her fullest potential; (ii) all citizens enjoy a quality of life where basic health care and adequate nutrition are assured; (iii) all citizens have access to a modern, technical, and vocational education tailored to meet the human resource needs of a technologically advancing nation;

(v) there is respect for the principles of democracy, rule of law, and human rights;

b. All relevant laws have to be synchronised giving proper positioning and empowerment to Chartered Secretaries in employment and Chartered Secretaries in practice. New Companies Act has to be passed in the parliament on a priority basis.

(vii) The diversity and creativity of all people are valued and nurtured. Thus in 2021, Bangladesh will take its place amongst middle income nations of the world, where progress is not just reflected in higher living standards but also in a wide range of human development indicators. Now it is time for all of us including the Chartered Secretaries to materialize the commitment of Bangladesh made to the world community. Without establishment of Good Governance Vision 2021 will not be accomplished.

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Our recommendations to the Government to materialise the dream of the nation are:-

(iv) sustainability of development is ensured through better protection from climate change and natural disasters;

(vi) gender equality is assured; so are the rights of ethnic populations and of all other disadvantaged groups including persons with disability; and

To keep the continual economic growth of Bangladesh Chartered Secretaries have important role. To achieve the Millennium Development Goals (MGDs), to achieve Sustainable Development Goals (SDGs) and to attain Vision 2021 Chartered secretaries should obviously be empowered to ensure good governance in all sectors.

Secretarial audit should be made compulsory for all listed companies and should only be done by the Chartered Secretaries in practice.

For employment in the listed companies as Company Secretary only fully qualified Chartered Secretaries are to be employed, and for other non listed companies partly-qualified Chartered Secretaries are to be employed.

d. Formation of Company Law Tribunal for speedy trial of the disputes related with the Companies Act. e.

The Chartered Secretaries in practice be exclusively allowed to issue the corporate governance compliance certification.

Conclusion

E-meeting shall be validated.

To ensure good Corporate Governance Chartered Secretaries should have the required knowledge and skill. They have to play a vital role in establishing Good Governance in the Private and Public Sectors and Limited Companies as well. To perform their responsibilities as per standard, the Board leadership should first understand the legal standing of a Company Secretary and evaluate accordingly.

g. Training programme may be undertaken by The Bangladesh Securities and Exchange Commission, Stock Exchange and by the other government authorities for the Corporate Leaders (Entrepreneurs/ Promoters/Directors/Owners) to update them about the â&#x20AC;&#x153;Corporate Good Governance; Bangladesh and Global Perspectiveâ&#x20AC;? and on other relevant topics.

Author is a Fellow Member of ICSB

Article

NEW COMPANIES ACT: TRANSPLANT OR INDIGENOUS? N. G. Chakraborty FCS Exnihilo nihilfit – “Nothing comes out of nothing”. Nothing befalls from sky except sacred books. This is also true for any piece of legislation including the Companies Act. Until 2013, India has copied from the UK Companies Act. The reason was simple. Governance was aimed for the benefit of the British, obviously by the British, and the onus for making it profitable was on the Indian subject. So, the colonizer transplanted UK laws in India. Even after being independent, there was controversy in India in what was to be its pathway between the proponent of socialistic Nehru and that of capitalistic Patel.

Limited Liability Act, 1855 Joint Stock Companies Act, 1856 (Both drafted by Robert Lowe: The father of Company Law) Companies Act, 1862 Amendments to the Companies Act, 1862 Companies (Consolidation) Act, 1908 Companies Act, 1929 Companies Act, 1948

India Act for registration of Joint Stock Companies, 1850 Companies Act, 1857 Companies Act, 1860

Bangladesh

Companies Act, 1866 Companies Act, 1882 Companies Act, 1913 Companies (Amendment) Act, 1936 Companies Act, 1956 Companies Act, 2013

Companies Act, 1913

Companies Act, 2019 ?

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England Companies Act, 1844

Independent India transplanted the UK Companies Act, 1948 as its Companies Act, 1956 in its entirety except few areas. As a departure from UK Act, restrictions in “managing agency” system, introduction of “deemed public company” and “public interest” concepts were implanted. Thereafter, in Companies (Amendment) Act, 1969 “managing agency system was abolished, MRTP Act, 1969 was introduced with the aim to restrict the concentration of power in the hands of a “person”, FERA, 1973 was passed prohibiting foreign companies from acquiring more than 40% shares of an Indian company. With the

fall of Soviets and Indian foreign reserves depleted to an alarming level in 1990, industrial licensing requirements were reduced to a small range, free issue of capital by companies was permitted, opened sectors for foreign investment which was restricted hitherto. In 1999 and 2000 amendments of 1956 Act were brought in making, raising and restructuring of capital flexible, allowing differential rights to the shareholders, introducing different class of shares like, preference, sweat, employee stock option etc. Securities laws were amended in 2000, 2004, 2006. For the first time, India has framed and passed its own Companies Act, 2013. This Act has embarked on a paradigm shift from shareholders approach to stakeholders’ approach, reflected the concept of corporate governance, CSR, OPC, done away with managing agency and deemed public company concept altogether. Even where corporate veil is used to circumvent the ulterior motive of the holding company through its subsidiaries, the Act reasonably authorizes the court to pierce. Considering all these, the Indian Companies Act of 2013 with its amendments in 2015 can be said to be the first indigenous and also the best in the trajectory of upbringing the corporate law to its modern stage.

necessary that the proposed Companies Act should address those points in general and the following areas in particular:

The success of any piece of legislation is measured by its ability to cope with situation arising out of business reality. From that point in view, the Companies Act of 2013 of India lags behind in the following areas:

6. Status of deemed public co. be omitted.

Object clause and share capital in memorandum still persist,

2. Authorized share capital still remains as a mandatory point in the M/A.

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Bangladesh Scenario

In view of the changes took place in the last 34 years in every sphere of life including politics, economy, commerce, technology, communication etc., the existing Companies Act, 1994 has been long outdated and redundant. Now the question is whether we need a transplanted Companies Act of 2013 of India or an indigenous one. Since the changes are all-encompassing, it is better to frame the new Act in the light of the Indian Act 2013 but indigenous in nature with the appropriate legislations for the country facing challenges like corruption, non-performing loan, tax dodgers, emerging few hands increasingly tend to be monopolist etc. It is

M/A: Omit object and share capital clause (A separate declaration can be had so as to make it easy to amend without court’s intervention), registration fee should be based on issued capital for the time being.

2. OPC to be introduced with OPC, Pvt., Plc.(for private companies and public co.) as last word. 3.

Single MD can be of as many companies as may be approved by the shareholders. MD in OPC can be for life, in private co. can remain in the post as determined by the shareholders, only in plc, all are to retire and reelected in the AGM.

4. Recognition of Group of companies and its consolidated financial statements for its limited use. 5. AGM default –Spontaneous holding of AGM can be explicitly and clearly allowed without requiring court’s intervention.

Relax rigidity for OPC and closely held Pvt Cos in holding quarterly board meeting, AGM and filing of return unless there are changes in the fundamentals.

8. After being duly diligent about own employees, secured and unsecured creditors, govt. revenue etc., observing CG Code, CSR may come thereafter. 9. Co. Secretary for: Pvt. Co and unlisted public co. with paid up share capital Tk. 5 crore, and for all listed cos., secretary qualification- Chartered Secretaries. 10. Buy back share facility be introduced. 11. Introduction of Directors Identification Number (DIN), their digital signature and to protect personal information of all directors. Training of directors of listed company from BICM may be made compulsory. 12. Forfeiture of initial shares not being at all paid due to insolvency, death etc. may be allowed.

14. Accounting, auditing, reporting and secretarial standards of ICSB be made mandatory for all public companies. 15. Abolition of managing agency sections. 16. Shareholder definition: Any artificial person recognized as such but not any post in the govt. secretariat, body corporate etc., individual having contractual ability, but no partnership or trust. All govt. owned shares be held in the name of the President of the Republic represented by any natural person. 17. Certified copy of any return filed with RJSC may be issued by the CS in practice with the authority and modality of RJSC to review say 10% of the certified copies issued. 18. Filing fee, penalty, fine be increased. 19. E-communication facilities be incorporated for meeting, serving of notice and accordingly

Author is a Fellow Member of ICSB

meeting time BST/GMT, meeting place â&#x20AC;&#x201C; not mandatory - with proper, easy, quick and dependable participatorsâ&#x20AC;&#x2122; identification techniques. 20. Share transfer consideration must be paid through banking channel so that there is no suspicion about the identity of both the transferor, transferee and their witnesses. But care must be taken so that controlling of any industrial sector does not fall in any individual, family or any person having significant influence. 21. Registrarâ&#x20AC;&#x2122;s power to select modality of operation of its duties not explicitly enshrined in the Act must not conflict the public interest declared by the Govt. 22. Appropriate and sufficient protection and preservation of all relevant data should be stored and maintained at least for 20 years. The above mentioned areas are not exhaustive, rather inclusive. But it is true that without an updated and indigenous Companies Act, perhaps it would be difficult for Bangladesh to cope with the situation of twenty first century and beyond.

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13. Employee stock option, sweat shares, preference shares, derivatives, varied right in voting and dividend.

Article

LEGISLATIVE UMBRELLA FOR COMPANY SECRETARY Prof. Dr. FEROZ I FARUQUE FCS Introduction Securities and Exchange Commissiona quasi-judicial regulatory authority is the Legislative Umbrella not only for Company Secretaries, rather for all stake holders. The Securities and Exchange Commission works to oversee corporate takeovers and to protect investors. SEC requires that publicly traded companies disclose their financial information to the general public. The goal of the Commission is to offer information to investors and maintain efficient and transparent markets. As part of the efforts toward reform, SEC aims to enforce better control over listed companies. Lack of regulations as well as proper implementation of regulations put the financial system at risk. The Commission also requires that hedge fund advisers and other managers register with it.

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Major Roles and Responsibilities

The main role of the Securities and Exchange Commission is to enforce regulations for self-regulatory bodies, created to oversee the work of various entities. These include public utility companies, stockbrokers, investment advisers and companies, as well as publicly held companies. The goal is to protect market participants and ensure that the market operates correctly. The role of the Securities and Exchange Commission itself is to maintain efficient, transparent, and effective markets. SEC oversees the involvement and operations of organizations and individual investors. The

Commission monitors securities companies, self-regulatory organizations, and the stock markets. SEC aims to establish more robust regulations for the credit bureaus and over-the-counter derivatives. Originators and issuers must retain interest in securitized debt. Finally, the Commission aims to develop better accounting and regulatory standards. SEC has reported improvements in several important areas, including better risk-based evaluations of financial companies. Targeted training and better methods for fraud detection are also improvements. Risk assessment methods and techniques have been developed and implemented in different departments of the agency. The Commission has expanded its task force, hiring professionals with industry expertise. BSEC Corporate Governance Code The new Corporate Governance Codes issued in 2018 is a significant step forward for bringing discipline in the PLCs, where Company Secretary is in the pivotal point. If regulations are there that helps the Company Secretaries to discharge their responsibilities against bad corporate governance and to convince the directors and others to comply the good governance codes and to remain within the Corporate Governance Framework. The company secretaryâ&#x20AC;&#x2122;s role on the organizational board intrigues because of its analogous forms in different legal and organizational environments, kaleidoscope variations in national and international contexts, and its peculiar

However, that delegation would be a complicated process because any ‘other’ such employees would need to possess cross-divisional authority to ensure that they can coordinate cross-divisional activities and organize time schedules for the board members. Furthermore, these ‘other’ employees would require the appropriate qualifications in legal, financial, and accounting matters. They would be appointed ad hoc from various departments in the company and would have to ensure that their work is coordinated, transparent and that they communicate with the appropriate authorities.

Observed Value Formulation of the equation for measured value and variance areas composition for the observed value; Observed Value = True Value + Systematic Error + Random Error. The Role Model and its Associated Functions in order to explain the concept of the company secretary, a distinction between its role and function is required. This differentiation between the terms ‘role’ and ‘function’ is based on and supported by role theory. Role theory is characterized by various approaches. The Dimensions and Continuum of the Company Secretary and its Functions. The company secretary’s role and its function(s) may vary from company to company. In connection with this variation, characteristics such as duties and responsibilities may vary according to the degree of alternation within the role and its extended function(s). Role and Characteristics of the Company Secretary and its Functions based on the role theory and on the concept of the company secretary. The extendable factor is however dependent on the underlying legal system and on the company specific requirements. In this context, the company secretary in the UK may vary from a company secretary in Switzerland, and a company secretary in Switzerland may vary from company to company. The additional function of corporate governance extends the company secretary’s role. The role of the company secretary and its functions are influenced by three selected characteristics. The Legal Characteristic The law characteristic describes the contemporary law environment and legal system; the regulation characteristic embraces accepted frameworks within the national boundaries, such as the corporate governance code or the listing requirements from the Stock Exchange; and the special characteristic describes the individual arrangements of the articles of association / bylaws or the employment contract of the company secretary. The dimensions of the company secretary’s role and function evolve from the variations in its legal position and from the variations in its duties and responsibilities. In this context, the legal variation is delimited by the statutory and managerial position. Additionally, the 90 corporate governance codes from 91 leading countries, including examples from every continent

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occurrences and various setups in different companies. Beginning with an introductory section which explicates the company secretary as an important position and play important organizational role within the company. Next, the relevance of the company secretary is highlighted in its relation to corporate governance and its significance to various organization types. An approach revealed inter alia that, distinct from international trends, the majority of Swiss company secretaries tend to perceive their role and function as being closely related to the role’s legal function. The empirical section turns the spotlight onto the holistic perspectives of Swiss company secretaries and their subjective perceptions regarding their preferences and experiences concerning situational, strategic, integrative, and controlling dimensions. To conclude, the analyses and revealed deficits from studies are employed to provide various recommendations for the role of the company secretary in Switzerland regarding (a) internal employees versus external service providers, (b) organizational positions, (c) authority and liability, (d) duties and responsibilities, (e) lawyers versus economists, (f) development perspectives, (g) assessment, and (h) long-term outlook. So what are the value of having a company secretary on board? The existence of the company secretary is built, although not solely based, on the company’s statutory duties. In particular, stock listed companies are obliged to obey statutory requirements such as providing quarterly reports to the appropriate authorities such as the Stock Exchange or signing statutory documents, reports, and registers such as registers of members or shares. It is debatable whether the company secretary’s duties and responsibilities could be performed by any other ad hoc appointed employee within the company. In Bangladesh it is now compulsory to have Company Secretary as a full-time employee in all PLCs.

and three political entities, provide an overwhelming amount of qualitative and quantitative data. The common law system is based on the English law concepts and case law (World Legal System, 2012). The customary law system builds on various sources such as cultural roots, wisdom and tradition, concrete daily experience, intellectually derived, and on spiritual and philosophical perspectives (World Legal System, 2012). Muslim law system- This law system is autonomous and is based on religious tradition (World Legal System, 2012). This jurisprudence is, according to Liebe by (1975, pp. 12-44), based on four sources; namely, the (a) holy book Qurâ&#x20AC;&#x2122;an, (b) practice of the prophet Muhammad(sm), (c) consensus of Muslims, and (d) analogical deduction from the primary sources of Islamic culture.

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Company Secretary and key drivers

The successful company secretary is characterized by the key drivers (a) ethical integrity, (b) diplomatic skills, and (c) service and client orientation. When the company secretary serves also the executive committee in addition to the board of directors, then his role is pivotal as he has access to the source of important information. The art of the company secretary is self-restraint and he should not use his position to follow a specific agenda. The role of the company secretary has to (a) advise the board members, (b) ensure compliance with the statutory requirements, (c) support the chairperson related to organizing board matters, and (d) ensure that personal integrity is present. The company secretary has an important role in the setup and organization of the company. In addition to the CEO and CFO, the Company Secretary is a further important contact person to the board of directors and executive management. The company secretary function and general counsel function can be conducted parallelly - The company secretary (a) is an important liaison between the board of director and executive management, (b) and its role is strongly dependent on the relationship between the chairperson and CEO, and (c) its contribution role is very depending on its industry knowledge. The company secretary (a) enables the board of directors to work efficiently and (b) ensures that board of directors comply with statutory requirements and procedures (e.g. internal regulations, policies, competencies, recording the meetings). The company secretary is responsible (a) to organize the board in a good manner, (b) to ensure that collaboration between the board committees

and executive management is enabled, (c) for the information flow, and (d) to ensure that legal requirements are followed (e.g. modifications in the bylaws, authorizations). The company secretary has a central role and exercises an important work in the company and in the group of companies. Its duties are most demanding but are not limited to the tasks such as (a) to maintain and distribute the agenda of the meetings for the board of directors and executive management, (b) to administrative tasks like invitations, scheduling, and organization of meetings for the board of directors and executive management, (c) to record and maintain the records of the meetings, (d) to provide legal advice to the board of directors and executive management, (e) to maintain the archives of the group of companies, (f) the responsibility for the annual report regarding the corporate governance section, and (g) a uncommitted and unbiased intermediary concerning conflicts of interests. The company secretary (a) is the interface between the board of directors and the group executive board, (b) is the support function for the board of directors, and (c) is responsible for compliance and governance matters. When the secretary is just responsible on the tasks of recording the minutes and organizing the AGM and similar jobs, then the function of the secretary is seen inferior and less important. In contrast, when the secretary is also responsible for corporate governance, legal, and compliance matters, then the function of the secretary is seen multivalent and highly important. The company secretary ensures that (a) important information is forwarded to the board of directors, (b) unimportant information is filtered out by channeling the information, (c) the board of directors have a sufficient working environment, (d) the board meetings are efficiently organized, and (e) the accurate agenda items enable efficient work of the board. The position owner of the company secretary function is responsible for many other functions in the company. The duties of the company secretary are (a) planning and organizing the AGM, (b) to ensure and to supervise the share related matters, (c) to ensure the compliance with statutory disclosure requirements, (d) to plan the board and committee meetings and to draft the meeting minutes, (e) to coordinate the agenda items with the chairperson and CEO, (f) to prepare the draft agenda, (g) to inform the board members frequently on company matters, and (h) to participate in the annual report activities and to draft especially the section about corporate

Conclusion Anything a Company Secretary does has legal implications one or other way as the Company itself is managed through the Companies Act, securities and Exchange rules and regulations any many other laws. As a result of which Company secretary must have legal protection for himself as well as to motivate the directors and others to comply with legal requirements. He is the one to interpret legal clauses so that others can follow the suit. Without legal binding no one will generally listen to the Company Secretary as he is an individual only, without legal binding and protection he cannot exercise his fiduciary responsibilities.

Author is a Fellow Member of ICSB

References Unternehmenspolitik und Corporate Governance: Wie sich Organisationen von selbst organisieren. Frankfurt/Main: Campus Verlag GmbH. Malik, Fredmund. (2007). Management: Das A und O des Handwerks. Frankfurt/Main: Campus Verlag GmbH. Mallin, Christine A. (2010). Corporate Governance. Third Edition. Oxford, UK: Oxford University Press. Mallin, Christine A. (2007). Corporate Governance. Second Edition. Oxford, UK: Oxford University Press. Mallin, Christine A. (2006). International Corporate Governance: A Case Study Approach. Cheltenham, Glos, UK: Edward Elgar Publishing Limited. Mallin, Chris. (2004a). Review of International Corporate Governance Conference held at the Birmingham Business School, July 2002.

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governance. The tasks of the company secretary are (a) to ensure that the board processes concerning board decisions and implementing the resolutions comply with statutory requirements and (b) to act as an interface to the Stock Exchange and the company secretary.

Article

LEGAL FRAMEWORK IS THE PRE-REQUISITE FOR EFFECTIVE UTILIZATION OF THE PROFESSIONAL EXPERTISE OF CHARTERED SECRETARIES IN BANGLADESH Mohammad Shahajahan FCS Abstract Many countries are introducing corporate/ company secretary position, either in laws or through regulations, standards or code of corporate governance. The reason is that company secretary is the person who is identifying ‘What’ governance need and advising ‘Why’ certain corporate governance best practice should be adopted by the organization. Chartered Secretary is specialised and highly professionalised who can either play active role, as company secretary, for ensuring compliance of different regulatory requirements and maintain good corporate governance and ethics or as chartered secretary in practice can provide advice and guidance on the conduct of business, governance and compliance. But the study found that the utilization of the knowledge and expertise of chartered secretaries depends on the legal framework of the country. In Bangladesh, the Chartered Secretaries Act, 2010 has given the legal coverage to use the expertise of chartered secretary professionals. But the synchronization of the Chartered Secretaries Act, 2010 with other relevant corporate laws, securities laws and regulations and regulatory rules needs to be established soon to give more legal coverage to use professional expertise of the chartered secretaries in Bangladesh and this would be helpful to strengthen the corporate good governance within the corporate structures.

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Introduction

Chartered Secretaries are specialised and highly professionalised person who are actively play important role for ensuring compliance of different regulatory requirements and maintain good corporate governance and ethics. Corporate/ company secretaries have an important role to play as governance professionals in all types of organizations in the private, public, and not-for-profit sectors. The practicing chartered secretaries are highly experienced professionals with a broad base of skills unique among the professions and they provide independent advice and guidance on the conduct of business, governance and compliance. But the law shapes the role of chartered secretaries as company

secretary or as practicing chartered secretaries. The regulation creates the framework for the scope of action the chartered secretary has, and the articles of association / by laws define the company’s expectations of the company secretary. Hence, the legal framework became a pre-requisite for effective utilization of the professional expertise of chartered secretaries. This study aims to analyse the legal framework used in home and abroad for utilization of chartered secretaries’ professional expertise for ensuring good governance in corporate structures. The study also aims to find out the challenges facing by the chartered secretaries to utilize their professional expertise and finally recommend the way forward to overcome the challenges.

Chartered Secretaries are highly sought after professionals who play a key role helping to ensure that organisations comply with regulatory requirements, and maintain good corporate governance and business ethics. Therefore they have to have specialized knowledge in Company Law, Securities Law, Company Secretarial Practice, Corporate Management, Corporate Governance, Compliance Issues, Banking, Insurance, Finance, Investment, Taxation, Human Resources, Public Relations, Financial Management and Administration. Members of Chartered Secretary profession have become increasingly important as the regulatory environment has become more complex. Hence, a Chartered Secretary (CS) need to acquire an excellent knowledge of the legal, regulatory and corporate governance framework within which organisations operate together with strong administrative skills. Company Secretary/ Corporate Secretary Initially, the ‘company secretary’ was seen as a mere servant (Collier, 1972), as stated in the legal case of Barnett vs South London Tramways Co. in 1887. Then the judicial mindset changed, and the ‘company secretary’ was no longer perceived as a mere clerk. This happened in the legal case Panorama Developments vs Fidelis Furnishing Fabrics in 1971. From this point on, the ‘company secretary’ was legally seen as an officer of the company. In addition to the officer role, the ‘company secretary’ was simultaneously seen as a ‘chief administrative officer’. A further change in the judicial mindset occurred in the legal case of Club Flotilla (Pacific Palms) Ltd vs Isherwood & Anors in 1987. In this case a functional distinction between administrative and managerial activities was introduced. The result was that the ‘company secretary’ was seen in the administrative sphere, which involved activities such as renting cars but not included activities like commencing litigations. On the other hand, from a business aspect, the concept of secretary experienced alterations in statutory and functional duties and responsibilities. Statutory duties and responsibilities such as maintaining company registers and filing mandatory records with the authorities have been adapted to contemporary laws and regulations. These duties and responsibilities are common to all company

secretaries in the country. But the functional duties and responsibilities vary from company secretary to company secretary. In addition to statutory duties and responsibilities, a company secretary often fulfils additional functions such as being the ‘General Counsel’; ‘Compliance Officer’; ‘Risk Manager’; ‘Administration Officer’ and ‘Governance Officer’. The functional duties and responsibilities may change from country to country and company to company. The influence that legal and business aspects currently have on the statutory and functional duties and responsibilities of the ‘company secretary’ serves to blur any definition of the concept. This not only alters existing perceptions of the concept, but can also allow its importance within the company to be neglected. However, the prevailing point is the increasing contemporary influence of the business aspect, which is dramatically changing the original concept of ‘company secretary’. Now a day, the Company Secretary’s responsibility is mostly constituted by the Companies Act and Securities Laws. For this, the company secretary position is called the statutory/ legal position. In most of the commonwealth countries, Companies Act makes it mandatory to appoint the Company Secretaries for the Public Limited Companies with the objective to ensure that the Board of Directors fulfil their statutory requirements and to meet the demanding standards of Corporate Governance in companies. Chartered Secretary is the requisite qualification to become a company secretary as they have specialised knowledge and expertise of the legal, regulatory and corporate governance framework within which organisations operate together with strong administrative skills. Roles of Company/ Corporate Secretary Corporate/ company secretaries have an important role to play as governance professionals in all types of organizations in the private, public, and not-for-profit sectors. Company secretary is expected to provide professional guidance to shareholders, boards, individual directors, management, and other stakeholders on the governance aspects of strategic decisions. The corporate secretary typically would act as a bridge for information, communication, advice, and arbitration between the board and management

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Chartered Secretary

and between the organization and its shareholders and stakeholders. To fulfil this role, the corporate secretary needs to be fully aware of the powers, rights, duties, and obligations of all of these groups. In addition to providing advice and communication, the corporate/ company secretary often called on to create and manage relationships between these different players in the corporate governance system. Different roles of corporate/ company secretary are as follows: 1.

Role as a Governance Professional;

2. Role in Preparing for Meetings; 3.

Role during a Board Meeting;

4. Role after a Board Meeting; 5. Role in the Delegation of Authority; 6. Role in Board Composition and Succession Planning; 7.

Role with Directors;

8. Role in Board Evaluation; 9. Role with Shareholders; 10. Role in Shareholder Meetings; 11. Role in Strategy, Risk, and Good Corporate Citizenship; 12. Role in Financial Oversight and Reporting; 13. Role in Building Ethical Cultures; and 14. Role in Stakeholder Management.

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Legal Framework: Experience

and

Bangladesh

The law shapes the role of company secretary. The regulation creates the framework for the scope of action the company secretary has, and the articles of association / by-laws define the company’s expectations of the company secretary. When these laws, regulations, and articles of association / by-laws change, the company secretary changes accordingly. This dependence is best expressed by Bourne, 1998 as- “a daunting list of duties and responsibilities awaits the person who is appointed to the position. It

has often been said that it is not an honour to be elected to a board of directors but a serious obligation. This is even more true of the post of company secretary where the office has evolved from one of mere service to one of important administration – in many ways eclipsing the directorship in legal significance”. The UK Company Code (CA, 2006) has undergone profound modifications that have affected the company secretary’s role. Regarding the corporate governance role of the company secretary, Hannigan (2009) links the law (Section 271; CA, 2006) with the regulation (‘Combined Code for Corporate Governance’ UK, 2009) to determine the company secretary’s role. He says-“a public company must have a company secretary (CA 2006, S-271). In listed companies, in particular, the company secretary has important corporate governance responsibilities which are recognized by the Combined Code and which makes the appointment of and removal of a company secretary a matter for the board as a whole. The company secretary is responsible for advising the board through the chairman on all governance matters and for ensuring compliance with board procedures.” In addition, the law itself determines the qualification (Section 273; CA, 2006) of the company secretary by requesting that the company secretary is a member of a professional body (such as the ICSA) recognized by the authorities. This inter linked positioning strengthens the company secretary’s position within the company. A side effect of these linkages is that the company secretary’s role has been extended to an additional function, which is based on the corporate governance regulation. In Bangladesh, according to the section-2(u) of the Companies Act, 1994- Company Secretary means: “any individual possessing the prescribed qualifications appointed to perform the duties which may be performed by a Secretary under the Companies Act and any other ministerial and administrative duties”. The definition is clearly indicates that an individual or a natural person with prescribed qualifications can be appointed as Company Secretary. So the person who is appointed as Company Secretary should have the requisite knowledge and experience of the legal, professional, regulatory and corporate governance framework within which organizations operate. Chartered

Recently, a good initiative has taken by the Bangladesh Securities Exchange Commission (BSEC) to ensure corporate governance in companies listed with any stock exchange in Bangladesh. It has issued notification of ‘Corporate Governance Code, 2018’ on 03 June, 2018 and imposed its code or conditions as ‘comply basis’ where recognized the chartered secretary as company secretary. The ‘Corporate Governance Code, 2018’ also recognised the Bangladesh Secretarial Standards issued by the Institute of Chartered Secretaries of Bangladesh. As per the code 1(6) of the Corporate Governance Code, 2018- ‘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.’ In the code- 9(1) of the Corporate Governance Code, 2018: the Chartered Secretaries has been recognized to certify the compliance of corporate governance of the companies- ‘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’. This is a milestone to provide legal support to

effectively utilize the expertise of Chartered Secretary in Practice Professionals for ensuring corporate governance compliance within the companies in Bangladesh. Beside these, Corporate Governance Code, 2018 has accepted the recommendations of the Institute of Chartered Secretaries of Bangladesh for ensuring corporate governance within companies. Corporate Governance and Chartered Secretary in Bangladesh In Bangladesh, with the provision of laws, the chartered secretaries can play their role by serving as company secretary or as chartered secretary in practice to utilise their professional knowledge and expertise to ensure corporate governance in different sectors. The chartered secretaries serving as company secretaries are mainly responsible to advice the Board of Directors to comply with the relevant corporate laws, rules and regulations. They also play roles to prepare for meetings, conduct Board Meeting, minutes and other activities after a Board Meeting, assist for Board Composition and Succession Planning, Board Evaluation, relationship with shareholders, assist to determine strategy, risk analysis and good corporate culture, financial oversight and reporting and build ethical culture. On the other hand, in Bangladesh, Practicing Chartered Secretaries are highly experienced professionals with a broad base of skills unique among the professions. They are well trained in law, finance, accounting, strategy and governance. Chartered Secretaries in practice provide independent advice and guidance on the conduct of business, governance and compliance. Their areas of practice also include corporate laws and advisory services, foreign collaboration and joint venture abroad, arbitration and conciliation, intellectual property rights, issue of certificates under various statutes, tax planning and management, appearance before regulatory authorities, corporate restructuring. Chartered Secretaries in Bangladesh There are 459 Chartered Secretaries qualified from the Institute of Chartered Secretaries of Bangladesh. Of them 184 are fellow members and 275 are associates who are working in different sectors as follows:

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Secretaries have the scope to serve as Practicing Chartered Secretaries or as Company Secretaries in the corporate arena. But a comprehensive legislative coverage is necessary in this regards. In Bangladesh, this legislative coverage has given to the Chartered Secretaries through passing the Chartered Secretaries Act 2010 in the parliament. But synchronization with other related laws of country like the Companies Act, 1994, Banking Companies Act, Non-Banking Financial Institution Act, Income Tax Ordinance 1984, VAT Act 1991, Labor Act 2006, Securities Acts etc. yet to be established which would be helpful to utilise effectively the professional expertise of chartered secretaries to ensure corporate governance within the company or corporate structures.

Sector

Fellow Associate Total

Practicing Chartered Secretaries 6

126

Professional Service & Consultancy 20

Pharmaceuticals, Food & Chemicals 14

Electronics & Engineering

Media, IT & Telecommunication

Service Sector

Development Agency

Power & Energy

Govt. Service

Real Estate

Overseas

Insurance

184

275

459

Financial Institutions

Manufacturing Industry

Miscellaneous Total

Source: ICSB Members’Directory, 2018 Challenges in Utilizing Professional Expertise of Chartered Secretaries in Bangladesh

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The main challenge in utilizing chartered secretaries’ professional expertise in Bangladesh is establishing a synchronization of legal framework among relevant laws. The Chartered Secretaries Act, 2010 passed in parliament to provide legal framework coverage to chartered secretary professions in Bangladesh but synchronization with other related laws of country like the Companies Act, 1994, Banking Companies Act, Non-Banking Financial Institution Act, Income Tax Ordinance 1984, VAT Act 1991, Labor Act 2006, Securities Acts etc. yet to be established.

On the other side, institutional challenges are also facing for successful utilisation of the chartered secretaries’ professionals expertise in Bangladesh. The Institute of Chartered Secretaries of Bangladesh (ICSB) has to compete professionally with other professional institutions running in Bangladesh. So to make favourable provision in legal framework for chartered secretary profession is not easy one rather

it mostly face rivalry to include the professions within the gamut of legal framework. The present infrastructure of the Institute of Chartered Secretaries of Bangladesh (ICSB) also faces challenges to provide extra knowledge based services to its members, students and listed companies though the ICSB is very careful to its academic and Continuous Professional Development (CPD) programmes. Way Forward to Overcome the Challenges 1)

Increase Chartered Secretary course awareness to university level students by mobilizing campaigning programmes in all public and private universities.

2) Increase communication with vice chancellor, dean/ deans of different departments of all public and private universities, bureaucrats and politicians by circulating ‘The Chartered Secretary’- a professional journal of ICSB. 3) Create some intellectual properties who will work as ambassador of ICSB in different forums and bargain with government and regulatory authority for inclusion of ICSB in the relevant acts, rules and notifications issued by the government or regulatory body. 4) Liaise with national and international bodies who are working on governance issues. 5) Arrange regular CPD programme, seminar, roundtable meeting etc. on national and international burning issues and give professional input to policy maker. 6) Mitigate all internal conflicts (if any) and nurture the culture of democracy and consensus based leadership within the institute to strengthen the decision of council and work together to make meaningful development of the institute. 7) Continue the ICSB National Award for Corporate Governance Excellence every year and 8) The standards issued by the ICSB on secretarial practice should be updated regularly and find out the way to make sure their implementation in corporate sector by including such standards within the scope of legal framework for making mandatory use by the companies.

Many countries are introducing corporate/ company secretary position, either in laws or through regulations, standards or code of corporate governance. The reason is that company secretary is the person who is identifying ‘What’ governance need and advising ‘Why’ certain corporate governance best practice should be adopted by the organization. The chartered secretaries who have highly professional knowledge and expertise of the legal, regulatory, governance and business administration are working as company secretary or they may provide individual independent advice and guidance on the conduct of business, governance and compliance as chartered secretary in practice. But utilization of chartered secretaries’ professional expertise depends on the legal framework of the country. This study found that the Chartered Secretary Act, 2010 has given the legal coverage to chartered secretaries’ profession to use their expertise in ensuring corporate governance in companies. But this legal coverage has not expanded by synchronizing with other relevant corporate and securities laws, regulations or rules. Recently, the BSEC has issued notification of ‘Corporate Governance Code, 2018’ where the chartered secretary profession and Bangladesh Secretarial Standards issued by ICSB have been recognised. The study here recommended that for ensuring corporate good governance in corporate structures, the chartered secretary profession should be given more

Author is a Fellow Member of ICSB

legal coverage through synchronizing the Chartered Secretaries Act, 2010 with other relevant corporate laws, regulatory rules and regulations. At the same time infrastructure of ICSB should be expanded for providing extra knowledge based services to its members, students and the companies listed in any stock exchanges in Bangladesh. References 1.

Aydın Filiz (2013): The Company Secretary within the Corporate Governance Framework

2. Bourne, Nicholas. (1998): Principles of Company Law 3.

Collier, J G. (1972): Authority of a Company’s Secretary to Enter into Contracts on Its Behalf

4. Hannigan, Brenda. (2009): Company Law. Second Edition. Oxford, UK 5. The Chartered Secretaries Act, 2010 6. The Corporate Governance Code, 2018 7.

The Companies Act, 1994

8. The Corporate Governance Guidelines (CGG), 2006, the CGG, 2012, the CGG (amend,) 2013 9. The Corporate Governance Code, 2018

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Conclusion and Recommendations

Article

EMPOWERMENT OF CHARTERED SECRETARIES TO ENSURE GOOD GOVERNANCE IN THE PERSPECTIVE OF HRM Md. Forhad Hossain Patwary FCS

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Good Governance is the key element of any successful Organization. It is essential for a company for achieving its objectives and drives improvement as well as maintain legal and ethical standard in the eye of shareholders, regulators, corporate bodies and wider community. Good Governance is a process that ensures accountability, transparency, responsiveness, rule of law, stability, equity and inclusiveness, empowerment and broad-based participation.

Human Resources Management (HRM) has evolved as strategic partner in corporate organizational success. The economic importance of Human Resources is not negligible; rather, it is well recognized in the growth and development of corporate organization in the developed countries. Usually, they prepare their Annual Report having separate formal HRA report. Different expert and International organizations agree that HR related reporting in Annual Report of different companies like Labor Management Relation, Occupational Health & Safety, Training & Development, Diversity and Equal opportunity, Equal Remuneration for women and men has important significance on companyâ&#x20AC;&#x2122;s profitability and growth. It has also been proved that Human Resources are vital for any type of organization as it ultimately creates value for the society by combining factors of production. Recognizing the indispensability of HR Management in connection with company secretary, Institute of Chartered Secretaries of Bangladesh (ICSB), a premier national professional body established by an

Act of Parliament i.e Chartered Secretaries Act-2010 has included their professional curriculum the HRM & Industrial Relation, Labour Laws, Corporate Communication & Report writing, Economic Laws & World Trade Organization (WTO), Corporate Management, Corporate Administration, Corporate Tax, Strategic & Operational Management, HR Audit & System Audit in order to prepare qualified Chartered Secretaries for attaining Good Governance in the Corporate Sector of Bangladesh. Many among us think that Chartered Secretaries is the profession only for company Secretary, in the light of ensuring Good Governance in the corporate sector, the concept is not enough well. But we donâ&#x20AC;&#x2122;t think that it is also needed in many position of different level of the organization including Human Resources Management. One of the prime objectives of the Institute is to establish, promote, develop and regulate the profession of Chartered Secretaries in Bangladesh. In the process of attaining the objective of the Institute, the profession is merely established in Company Secretary which is not enough for ensuring Good Governance in corporate level of the country. ICSB has to take necessary initiatives to make the profession more vibrant and effective useful for the Corporate Management in Bangladesh. There is no doubt that Chartered Secretaries can help the corporate bodies to attain Good Governance with their performance, professional ethics, standard, Professionalism as provided by the Institute through its professional training, workshop, CPD, seminars,

The world is experiencing a shift from manufacturing to service based economy where knowledge, creativity, skills, experience are considered as the most important assets. It is to be mentioned here that Institute of Chartered Secretaries of Bangladesh (ICSB) is a full member of the Corporate Secretaries International Association (CSIA) Global Voice of Governance with other member of the world like UK, USA, Australia, South Africa, India, Pakistan etc. ICSB has to take necessary steps to get opportunity to spread the wings of Chartered Secretaries in global arena.

Author is an Associate Member of ICSB

ICSB can play a significant role and it has to be done much in the coming days to incorporate and broaden the opportunity of the profession to the right shape by the help of regulatory authorities, with necessary amendment of companies Act, regulations, Guidelines so that the Chartered Secretaries can engage themselves in HR and other relevant sectors. The issue of enhancing the opportunity of employment and working atmosphere in the corporate sector should be highlighted to the different trade bodies, Ministry and other concerned authorities. Finally, it can be said our corporate sector can be benefitted by deploying the Chartered Secretaries in Human Resourcesâ&#x20AC;&#x2122; Management. As such, the concerned authority including government, regulators, policy makers, corporate bodies and business firms of both Bangladesh and other members of CSIA should come forward for the sake of ensuring Good Governance in Bangladesh considering the paramount importance of employment of Chartered Secretaries in Human Resources Management besides Company Secretary.

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discussions, dialogues in different trade bodies over the years. Chartered Secretaries is a profession that can play vital role in top level management besides company secretary as they have a good judgment quality and good administrative ability. The Chartered Secretary can link HR Accounting disclosures with selective Business Attributes in Annual Report so that the stakeholders can understand the value of HR and its contribution to the company as well as in the economy.

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Profile of Practicing Chartered Secretaries in Bangladesh

Private Practice Certificate No.: 001 [Dated 10 October 2012]

A.K.A. Muqtadir FCS [F-0003] A K A Muqtadir completed his graduation from the University of Dhaka in 1969. He is a Fellow and Founding Vice President of the Institute. He was the President of the Institute for the term 2004-05. He carries a professional background of more than 39 years in a multinational environment. He is an author of three management publications. His Firm is : Al-Muqtadir Associates Apurba Gardenia, House # 530 (A5), Block-F Rania Avenue, Bashundhara R/A, Dhaka-1229, Bangladesh Phones : 01730340340 & 01552108522 E-mails : akamuqtadir@gmail.com, muqtadir@muqtadirbd.com

Private Practice Certificate No.: 003 [Dated 1 January 2013]

S. Abdur Rashid FCS [F-0104] S. Abdur Rashid obtained B.Com (Hons) and MBS in Finance & Banking and MBA in Finance. He also did Bachelor of Laws (LLB) Degree and Post Graduate Diploma in Human Resource Management. He has been pursuing for Ph.D Degree on Finance and Corporate Governance. He is Member Secretary of the Company Law Review Sub-Committee and was a Council Member of the Institute for the years 2009-10, 2011-12 and 2012-2013. He is also an Associate Member and Council Member of the Institute of Personnel Management, Bangladesh.

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He has 25 years of professional experience in the areas of Company Secretarial Practice, Corporate Governance, HRM, Training & Development, Legal Affairs. Software Application Customization, Internal Audit, Compilation of Financial Statements and Compliance Audit.

His Firm is: SA Rashid & Associates Noakhali Tower (12th Floor, 13-D), 55/B Purana Paltan, Dhaka-1000, Bangladesh Phones: 955 8796, 01726-533655 & 01976-533655 E-mails: sarashid12000@yahoo.com, sarashidnasso@gmail.com

Profile of Practicing Chartered Secretaries in Bangladesh

Private Practice Certificate No.: 004 [Dated 24 July 2013]

Itrat Husain FCMA, FCS [F-0009] Itrat Husain did CIMA from UK in 1981 and is also a Fellow Member of the Institute of Cost and Management Accountants of Bangladesh (ICMAB). He is one of the Fellow & Founder Members of the Institute of Chartered Secretaries of Bangladesh (ICSB). He was the President of the Institute for the year 2007-2008 and is a Council Member of the Institute since 1997. He has over 43 years of experience in Corporate Management and Company Secretarial practice and has worked in Asia, Europe and Africa. He has over 11 yearsâ&#x20AC;&#x2122; experience in Multinational Companies. He also has experience in training and is a certified trainer of IFC. His Firm is : Itrat Husain & Associates SE(B)-2, 38 Gulshan Avenue, Gulshan-1, Dhaka-1212, Bangladesh Phones : 01713-092222 & 01819-259703 E-mail : itratshahed@gmail.com

Private Practice Certificate No.: 005 [Dated 30 July 2013]

Md. Mohashin FCS [F-0033] Mohammed Mohashin did M.Com in Management from the University of Dhaka in 1987. He has about 27 years experience in a Public Listed Company as Company Secretary and experienced in Corporate Management including Income Tax, VAT, Secretarial matters etc.

SOUVENIR 2018

His Firm is : M. Mohashin & Co. Shahera Tropical (3rd Floor), Room # 4 218 Elephant Road, Dhaka-1205, Bangladesh Phones : 912 7148 & 01815583682 E-mail : mmohashinn@gmail.com

Profile of Practicing Chartered Secretaries in Bangladesh

Private Practice Certificate No.: 006 [Dated 4 August 2013]

Suraiya Parveen FCS [F-0098] Ms. Suraiya Parveen, FCS is a fellow member of the Institute of Chartered Secretaries of Bangladesh (ICSB) and she has Twenty years of professional experience in the field of Company Secretarial practice. She has the expert knowledge relating the issues of Company Matters, Board issues, Due diligence, IPO assistance, Capital Market, Joint venture, Feasibility study, Market Research, Corporate tax, Value added tax, SEC rules and Stock Exchange(s) and Merchant Bank regulations. Suraiya Parveen & Associates is one of the professional service providers in Bangladesh, began its journey as Chartered Secretary firm in August 2013. It committed to maintain professional integrity, independence, competence, objectivity and excellence in client services. The practice is headed by Ms. Suraiya Parveen (FCS), member of the Institute of Chartered Secretaries of Bangladesh (ICSB). New legislation and regulations as well as changing needs of market conditions require a continuous modification of services and processes. The Firm is devoted to provide clients with a level of service that will ensure their expectations. Her Firm isSuraiya Parveen & Associates Hasan Holdings (9th Floor) 52/1, New Eskaton Road, Dhaka-1000 Phones: 48321398 Cell Number : 01552-363837 & 01911-421998 E-mail: suraiyaparveenfcs@gmail.com

Private Practice Certificate No.: 008 [Dated: 14 July 2018]

Jasmin Akter FCS [F-0200] Jasmin Akter obtained B.Com (Hons) and M.Com in Management. She also obtained certificate from National Board of Revenue as an Income Tax Practitioner (ITP).

SOUVENIR 2018

She is a Member of the Professional Development Sub Committee and Committee for Professional Development for Woman of the Institute of Chartered Secretaries of Bangladesh for the years 2016-2019.

She has 10 years of professional experience in the areas of Company Secretarial Practice, Corporate Governance issues, Compliance Audit, Income Tax, VAT and RJSC Related works. Her Firm is : Jasmin & Associates Noakhali Tower (10th Floor, 11-F), 55/B Purana Paltan Dhaka-1000, Bangladesh Tel : 02-9574125 Mobile : 01712644440 E-mail : jasminmizan123@yahoo.com