Investor Presentaiton
ANNUAL
56
REPORT
2018-2019
Report on BSEC's Notification on
Corporate Governance Guideline (CGG)
For the financial year ended on 30th June 2019
Annexure-C
Condition
No.
Status of compliance with the conditions imposed by the Commission's Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, dated 03
June, 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:
(Report under Condition No. 9.00)
Condition
No.
1
BOARD OF DIRECTORS
1(1)
Size of the Board of Directors
Title
Compliance Status
(Put √ in the
appropriate column)
Not
Complied
Complied
Title
Compliance Status
(Put in the
appropriate column)
Complied
Not
Complied
Complied
Not
Complied
1(2)(b)(ix)
Who has not been convicted by a court of competent jurisdiction as a
defaulter in payment of any loan or any advance to a bank or a Non-
Bank Financial Institution (NBFI);
1(2)(b)(x)
Who has not been convicted for a criminal offence involving moral
turpitude.
V
Remarks
(if any)
1(2)(c)
The independent director(s) shall be appointed by the board of directors
and approved by the shareholders in the Annual General Meeting
(AGM).
1(2)(d)
The post of independent director(s) cannot remain vacant for more than
90(ninety) days.
1(2)(e)
KPCL Board is composed
1(3)
of 19 directors including
Managing Director
1(3)(a)
ANNUAL
REPORT
2018-2019
1(3)(b)(i)
1(3)(b)(iii)
1(3)(b)(iv)
1(3)(b)(v)
The tenure of office of an independent director shall be for a period of
3(three) years, which may be extended for 1 (one) term only.
Qualification of Independent Director
Independent director shall be a knowledgeable individual with integrity
who is able to ensure compliance with financial, regulatory and corporate
laws and can make meaningful contribution to business.
Business Leader who is or was a promoter or director of an unlisted
company having minimum paid up capital of Tk. 100.00 million or any
listed company or a member of any national or international chamber of
commerce or business association;
Corporate Leader who is or was a top-level executive not lower than
Chief Executive officer or Managing Director or Deputy Managing
Director or Chief Financial Officer or Head of Finance or Accounts or
Company Secretary or Head of Internal Audit and Compliance or Head
of Legal Service or a candidate with equivalent position of an unlisted
company having minimum paid up capital of Tk. 100.00 million or of a
listed company;
Former official of government or statutory or autonomous or regulatory
body in the position not below 5th Grade of the national pay scale, who
has at least educational background of bachelor's degree in economics
or commerce or business or law;
University Teacher who has educational background in Economics or
Commerce or Business Studies or Law;
Professional who is or was an advocate practicing at least in the High
Court Division of Bangladesh Supreme Court or a Chartered Accountant
or Cost and Management Accountant or Chartered Financial Analyst
or Chartered Certified Accountant or Certified Public Accountant
or Chartered Management Accountant or Chartered Secretary or
equivalent qualification;
The independent director(s) shall have at least 10(ten) years of
experiences in any field mentioned in clause (b);
Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer
The positions of the Chairperson of the Board and the Managing
1(3)(c)
1(4)
1(4)(a)
Director (MD) and /or Chief Executive Officer (CEO) of the company
shall be filled by different individuals;
1(2)
1(2)(a)
1(2)(b)(i)
1(2)(b)(ii)
1(2)(b)(iii)
The total number of members of a company's Board of Directors
(hereinafter referred to as "Board") shall not to be less than 5
(five) and more than 20 (twenty).
Independent Directors
At least one fifth (1/5) of the total number of directors in the
company's board shall be independent directors; any fraction
shall be considered to the next integer or whole number for
calculating number of independent director(s);
Who either does not hold any share in the company or holds
less than one percent (1%) shares of the total paid-up shares
of the company;
Who is not a sponsor of the company and is not connected with
the company's any sponsor or director or nominated director
or shareholder of the company or any of its associates, sister
concerns, subsidiaries and parents or holding entities who
holds one percent (1%) or more shares of the total paid-up
shares of the company on the basis of family relationship and
his or her family members also shall not hold above mentioned
shares in the company:
Who has not been an executive of the company in immediately
preceding 2(two) financial years;
Who does not have any other relationship, whether pecuniary
1(2)(b)(iv) or otherwise, with the company or its subsidiary or associated
companies;
1(2)(b)(v)
1(2)(b)(vi)
1(2)(b)(viii)
Who is not a member or TREC (Trading Right Entitlement
Certificate) holder, director, or officer of any stock exchange;
Who is not a shareholder, director excepting independent
director or officer of any member or TREC holder of stock
exchange or an intermediary of the capital market;
Who is not an independent director in more than 5 (five) listed
companies;
4 out of 19 directors
are appointed as
independent Director
Does not hold any share
1(3)(b)(ii)
Remarks
(if any)
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