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

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. In 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.

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”.

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 GLOBAL PERSPECTIVE

IN

THE

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 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 abroad, arbitration and conciliation, intellectual property rights and WTO, issue of certificates under various statutes, tax planning and management, appearance before regulatory authorities, corporate restructuring.

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.

Invitation Dear Sir/Madam, We are delighted to inform you that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to hold its ‘7th National Convention, 2018’ on the theme: ‘Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations’ as well as the ‘7th Convocation of ICSB, 2018’ on Saturday, November 10, 2018. The national convention have two technical sessions on two Sub Themes pertaining to different aspects of empowering Corporate Secretaries to ensure good governance.

We have the pleasure to invite you to participate in the ‘7th National Convention, 2018’ and ‘7th Convocation of ICSB, 2018’ to be held at the Radisson Blu Dhaka Water Garden, Airport Road, Dhaka Cantonment, Dhaka-1206.

We look forward to welcoming you at the programme.

Mohammad Sanaullah FCS President, ICSB & Chairman, Fund Raising Committee

Itrat Husain FCS Past President, ICSB & Chairman, Organizing Committee

CONVENTION OBJECTIVES • • • • • • •

Find out challenges and prospects of current legislation for effective utilization of chartered secretaries professional’s expertise; To discuss about empowering Chartered Secretaries profession through legislation; Re-sharpen the Corporate Governance knowledge among the corporate professionals and stakeholders; Dissemination of the requirements of Corporate Governance in the contemporary world; Global best practices and our position therein; Generation of thought provoking analytical minds for excellence in Corporate Governance; Update the members/participants about the emerging issues for Chartered Secretaries.

CONVENTION SUB THEMES 1.

2.

Empowering the Chartered Secretaries Profession through Legislations; Empowerment of Chartered Secretaries to Ensure Good Governance.

KNOWLEDGE DISSEMINATION PROCESS The core objective of the convention is to exchange ideas and thoughts among the globally reputed local and international experts. By giving one innovation idea, receiving hundreds in return to enrich your knowledge to face the challenges of the ever changing future for which we highly encourage thought provoking ideas. It’s a highly cross cultural multilingual international standard annual event of ICSB. The convention facilitates networking opportunities among the peer professionals locally and globally.

There are opportunities for group discussions and presenting their respective group idea/findings to all the participants, later these will be filtered into a volume of conference proceedings and presented to various government agencies and relevant professional institutions, as a reference paper for appropriate actions. It will also be preserved in libraries as a matter of knowledge bank document in Corporate Governance. Al contributors will receive due acknowledgement in the Souvenir published papers.

7th National Convention 2018 Chartered Secretaries: Effective Utilization of Professional Expertise through Legislations Saturday, November 10, 2018 from 8:30 am to 1:30 pm, 3:00 pm to 5:00 pm and 6:30 pm to 10:00 pm Radisson Blu Dhaka Water Garden Airport Road, Dhaka Cantonment, Dhaka-1206

REGISTRATION FORM  CONVENTION

 CONVOCATION

(One may choose both the events.)

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(Signature, Seal & Date)

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DELEGATE FEE RATE (PER PERSON) For Convention ICSB Student

Tk. 2,000

ICSB QCS

Tk. 2000

ICSB Member

Tk. 3,000

Corporate Delegate

Tk. 5,000

Foreign Delegate

US $ 200

For Convocation

Tk. 10,000 * Full Payment must be received before a place can be guaranteed

About the Institute Institute of Chartered Secretaries of Bangladesh (ICSB) was established under an act of Parliament i,e. Chartered Secretaries Act., 2010. ICSB is the only recognized professional body in Bangladesh to develop, promote and regulate the profession of Chartered/Company Secretaries.

The Institute was initially established under a license from the Ministry of Commerce in 1997 as the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) and subsequently was converted to Institute of Chartered Secretaries of Bangladesh (ICSB).

The affairs of the Institute of Chartered Secretaries of Bangladesh (ICSB) are managed by a Council consisting of thirteen elected members and five nominees of the Government. President is the head of the Institute.

The major contribution of a Chartered Secretary is in the Corporate Sector. Chartered Secretary is a requisite qualification to become a Company Secretary. Company Secretary is an important professional, aiding the efficient management of the corporate sector. Company Secretary is a Statutory Officer under the Companies Act 1994. According to Bangladesh Securities and Exchange Commission (BSEC) all the listed companies should have a Company Secretary. Company Secretary is the compliance officer of the company, who has to interact, coordinate, integrate and cooperate with various other functional heads in a company.

ROLES & FUNCTIONS • •

To develop, promote and regulate the profession of Chartered/Company Secretaries in Bangladesh; To impart requisite training and education and then to offer membership of the Institute to the deserving candidates;

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To confer professional degree in Chartered Secretaryship;

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To maintain strict disciplinary rules for exercising control over the conduct of members and students and uphold professional ethics and discipline;

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Two and half year professional courses on ‘Chartered Secretary’ are offered;

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ICSB is one of the full members of the Corporate Secretaries International Association (CSIA);

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Professional examinations are conducted twice a year in January and July;

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Quality teaching is provided to the students enabling them to qualify as Chartered Secretaries;

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Internship programmes are arranged in public listed companies for the students who pass the final examinations;

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Professional membership is conferred on those who qualify as per prescribed conditions of eligibility for admission as members of the Institute and attainment of sound background and practical knowledge of Company Secretarial Practice and Governance, Corporate Laws, Management, Accounting & Finance and Taxation practices acceptable to the Council of the Institute as required for membership;

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Presently there are around 500 members and 4600 students;

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Management Development Programmes are arranged from time to time for the development of the Corporate Executives of the Country;

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Continuing Professional Development (CPD) programmes are arranged to develop and update the members of the Institute;

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Strives to establish good Corporate Governance in company management;

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Publishes Professional Journal ‘The Chartered Secretary’ quarterly;

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Maintains liaison with the senior government officials and other dignitaries of the country in order to uphold the Institute’s motto;

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Being a Member of CSIA, maintains liaison with similar Institutes all over the world.

SPONSORSHIP/RATE OF ADVERTISEMENT NATURE OF SPONSORSHIP/ADVERTISEMENT NATURE OF SPONSORSHIP/ADVERTISEMENT Venue Sponsorship

TAKA EXCLUDING VAT & TAX TAKA EXCLUDING VAT & TAX 8,00,000

One special full page advertisement in the Souvenir Delegate fee exemption for eight persons Display at conference and dinner site Special acknowledgement Lunch Sponsorship (2 Sponsors x Tk 6,00,000)

12,00,000

One special full page advertisement in the Souvenir Delegate fee exemption for six persons Display at conference and lunch site Special acknowledgement Dinner Sponsorship (3 Sponsors x Tk 7,00,000)

21,00,000

One special full page advertisement in the Souvenir Delegate fee exemption for seven persons Display at conference and dinner site Special acknowledgement Tea Sponsorship (3 times: Tk. 3,00,000x3)

9,00,000

One special full page advertisement in the Souvenir Delegate fee exemption for three persons Display at conference site Special acknowledgement Cultural Programme Sponsorship

2,00,000

One special full page advertisement in the Souvenir Delegate fee exemption for two persons Display at conference site Special acknowledgement Platinum Sponsorship

5,00,000

One special full page advertisement in the Souvenir Delegate fee exemption for five persons Display at conference site and acknowledging support Golden Sponsorship

3,00,000

One special full page advertisement in the Souvenir Delegate fee exemption for three persons Display at conference site and acknowledging support Silver Sponsorship

2,00,000

One special full page advertisement in the Souvenir Delegate fee exemption for two persons Display at conference site and acknowledging support Advertisement in the Souvenir Back Cover

2,00,000

Inner Back Cover

1,50,000

Inner Front Cover

1,50,000

Ordinary Full Page

50,000