Listed firms face stricter governance rules

Listed companies in Bangladesh may soon have to overhaul their boards under rules that would limit independent director tenures, bar executives from holding dual roles and give the securities regulator direct power to remove directors.

The changes have been proposed in the draft “Bangladesh Securities and Exchange Commission (Corporate Governance) Rules, 2026” published by the commission for stakeholder feedback recently.

The draft, open for comments until May 31, would replace the existing corporate governance code with a more comprehensive rule-based framework, tightening oversight over board composition, executive appointments, subsidiary operations and documentation requirements.

INDEPENDENT DIRECTORS

Some of the major proposed changes relate to independent directors.

The draft states that an independent director can serve a maximum of two consecutive three-year terms, after which a three-year gap is required before reappointment.

The post of independent directors cannot remain vacant for more than 90 days, it also states.

The BSEC has also proposed giving itself direct authority to directly remove independent directors found to pose “a risk to the future of the company.”

The commission may make a pool of eligible candidates for independent director positions, with remuneration governed by board-approved policy and specified in appointment letters, according to the draft.

Independent directors must have at least 12 years of cumulative experience across business, corporate, government offices, academic or professional fields. However, female independent directors would need at least eight years.

BOARD AND TOP MANAGEMENT

The draft rules require that boards include at least one female director – a directive the BSEC has been pushing for years.

In a bid to strengthen separation of powers, the proposed rules mandate that the chairman and managing director or CEO must be different individuals .The chairman must also be elected from among non-executive directors.

Any director of a stock exchange, depository, central counterparty, stockbroker, stock dealer or merchant banker — except an independent director representing a holding company — would be ineligible to serve on the board of a listed company.

Under the proposed rules, a CEO or managing director of a listed company cannot simultaneously hold the same position at another listed company.

The posts of CEO, company secretary, chief financial officer (CFO) and head of internal audit and compliance must each be held by separate individuals. In addition, none of them can hold executive positions at another company concurrently, though the commission may allow CFOs or company secretaries to serve within group companies under certain conditions.

The draft rules also state that no top executive can be removed without board approval and immediate disclosure to the commission and stock exchanges.

AUDIT COMMITTEE AND GOVERNANCE

The audit committee must meet at least four times a year and include at least one financially literate independent director with a minimum of 10 years of accounting or financial management experience.

The BSEC has further proposed stronger documentation requirements for board and shareholder meetings.

The draft rules state that companies must preserve board and shareholder meeting minutes permanently, record online participation details and formally document dissenting opinions. Directors whose objections are not recorded in minutes can file complaints with the commission within 30 days.

All listed companies must arrange governance programmes for directors within one year of the rules taking effect. Newly appointed directors may also be required to complete certification programmes from institutions recognised by the commission.

The new rules will apply to all companies with ordinary shares listed on the main board, the SME board and alternative trading board of the stock exchanges, as well as any public interest entity.

SUBSIDIARIES

The rules propose tighter oversight of subsidiary companies as well.

At least one independent director from the holding company — preferably the chairman of the audit committee — would have to sit on the board of the subsidiary company.

Holding company boards and audit committees would also be required to review subsidiary affairs, investments and inter-company transactions.

The regulator will review the feedback before finalising the framework.