Investor Presentaiton
60
ANNUAL
REPORT
2018-2019
ANNUAL
REPORT
2018-2019
Condition
No.
Title
Compliance Status
(Put in the
appropriate column)
Complied
Not
Complied
Remarks
(if any)
Condition
No.
Title
Compliance Status
(Put √ in the
appropriate column)
Complied
Not
Complied
Remarks
(if any)
Complied
Not
Complied
Complied
Not
Complied
1(5)(xxv)
1(5)(xxv)(a)
A management's Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company's
position and operations along with a brief discussion of changes in financial statements, among others, focusing on:
Accounting policies and estimation for preparation of financial
ฟ
statements;
2(b)
2(c)
Changes in accounting policies and estimation, if any, clearly describing
1(5)(xxv)(b) the effect on financial performance or results and financial position as
well as cash flows in absolute figure for such changes;
At least 1 (one) independent director of the Board of the holding
company shall be a director on the Board of the subsidiary company;
The minutes of the Board meeting of the subsidiary company
shall be placed for review at the following Board meeting of the
holding company.
N/A
N/A
V
N/A
2(d)
1(5)(xxv)(c)
Comparative analysis (including effects of inflation) of financial
performance or results and financial position as well as cash
flows for current financial year with immediately preceding five
years explaining reasons thereof;
V
1(5)(xxv)(d)
1(5)(xxv)(e)
1(5)(xxv)(f)
compare such financial performance or results and financial
position as well as cash flows with the peer industry scenario;
briefly explain the financial and economic scenario of the
country and the globe;
ฟ
ฟ
V
The minutes of the respective Board meeting of the holding
company shall state that they have reviewed the affairs of the
subsidiary company also;
N/A
2(e)
The Audit Committee of the holding company shall also review
the financial statements, in particular the investments made by
the subsidiary company.
N/A
3.
3(1)(a)
Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit
and Compliance (HIAC) and Company Secretary (CS)
The Board shall appoint a Managing Director (MD) or Chief
Executive Officer (CEO), a Company Secretary (CS), a Chief
Financial Officer (CFO) and a Head of Internal Audit and
Compliance (HIAC);
risks and concerns issues related to the financial statements,
explaining such risk and concerns mitigation plan of the company; and
future plan or projection or forecast for company's operation,
1(5)(xxv)(g) performance and financial position, with justification thereof, i.e.,
actual position shall be explained to the shareholders in the next AGM;
Declaration or certification by the CEO and the CFO to the
Board as required under condition No. 3(3) shall be disclosed
as per Annexure-A; and
1(5)(xxvi)
The report as well as certificate regarding compliance of
1(5)(xxvii) conditions of this code as required under condition No. 9 shall
be disclosed as per Annexure-B and Annexure-C.
Meetings of the Board of Directors
1(6)
1(7)
1(7)(a)
1(7)(b)
2.
2(a)
3(1)(b)
V
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.
Code of Conduct for the Chairperson, other Board Members and Chief Executive Officer
The Board shall lay down a code of conduct, based on
the recommendation of the Nomination and Remuneration
Committee (NRC), for the Chairperson of the Board, other
board members and Chief Executive Officer of the company;
The code of conduct as determined by the NRC shall be posted
on the website of the company
Governance of Board of Directors of Subsidiary Company
Provisions relating to the composition of the Board of the
holding company shall be made applicable to the composition
of the Board of the subsidiary company;
The positions of the Managing Director (MD) or Chief Executive
Officer (CEO), Company Secretary (CS), Chief Financial
Officer (CFO) and a Head of Internal Audit and Compliance
(HIAC) shall be filled by different individuals;
The MD or CEO, CS, CFO and HIAC of a listed company shall
not hold any executive position in any other company at the
same time;
Mr. Md. Shoharab Ali
Khan, FCMA act as a
Chief Financial Officer
(CFO) as well as
Company Secretary
(CS) and H. M.
Nuruzzaman Miah act as
a Head of Internal Audit
3(1)(c)
3(1)(d)
The Board shall clearly define respective roles, responsibilities
and duties of the CFO, the HIAC and the CS;
3(1)(e)
3(2)
The MD or CEO, CS, CFO and HIAC shall not be removed from
their position without approval of the Board as well as immediate
dissemination to the Commission and stock exchange(s).
Requirement to attend Board of Director's Meetings
The MD or CEO, CS, CFO and HIAC of the company shall
attend the meetings of the Board:
V
Formation of NRC is
under process
Will be complied after
3(3)
3(3)(a)
finalization of the code of
conduct
3(3)(a)(i)
Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that
to the best of their knowledge and belief:
These statements do not contain any materially untrue
statement or omit any material fact or contain statements that
might be misleading;
These statements together present a true and fair view of
the company's affairs and are in compliance with existing
accounting standards and applicable laws;
N/A
3(3)(a)(ii)
199
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