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Corporate Governance Report

Corporate governance:

Corporate governance is the standard that influences the control of administrative and operational quality of the company. It identifies the strategic vision of the organization relating to the stakeholders, shareholders, management, board of directors, employees, creditors and the regulators at large. Corporate governance is a means to establish effective transparency, accountability, compliance and professionalism, thus protecting the interest of the stakeholders as well as maintain continuity in its sustained healthy growth. Corporate governance ensures adoption of the culture of incorporating the social values so as to develop the organization into a socially responsible citizen within its normal course of business.

Board of directors – corporate role

Overall control and supervision of company rests with the board of directors as outlined in the Memorandum and Articles of Association. The power and responsibility of board of directors is supreme in terms of financial and operational management. The board has however delegated its authority to the management of the company so as to establish corporate governance and make the company more transparent, professional and vibrant.

Chairperson – corporate role

The chairperson of the board of directors is elected from amongst themselves. The chairperson presides in all the meetings of the board. Chairman shall not participate in or interfere into the administrative or operational and routine affairs of the company as he has no jurisdiction to apply executive power. The minutes of the board meetings shall be signed by the Chairman. Chairman shall sign-off the proposal for appointment of Managing Director and increment of his salaries and allowances.

Managing Director – corporate role

The Managing Director is the CEO of the company. Managing Director shall discharge his responsibilities on matters relating to financial, business and administration vested by the board upon him. He is also accountable for achievement of financial and other business targets by means of business plan, efficient implementation of administration and financial management. Managing Director shall ensure compliance of Financial Institutions Act 1993 and other relevant circulars of Bangladesh Bank and other regulatory authorities. All recruitment/promotion/training, except recruitment/promotion/training of DMD, shall be vested upon the Managing Director. He shall act such in accordance with the approved HR policy of the company. Managing Director may re-schedule job responsibilities of employees. Managing Director may take disciplinary actions against the employees except DMD. Managing Director shall sign all the letters/statements relating to compliance of policies and guidelines.

Company Secretary – corporate role

The company secretary is responsible to maintain and ensure regular exchange and flow of information between all the members of the board of directors and the Managing Director and CEO. The company secretary ensures transmission and receipt of documents and information available to the directors and senior management in its decision making process, the company secretary is also responsible to maintain statutory requirements with the regulators and its relationship with the management of the company. The company secretary is appointed by the board of directors from amongst the senior executives.

Certification by CEO and CFO – corporate governance

As required by corporate governance notification the CEO and Managing Director, Mr. Md. DIlwar Hossain Bhuiyan and Mr. Akbar Hossain, Head of Accounts of the company have duly certified to the board.

Corporate governance certification

M/s. K.M. Hasan, Chartered Accountants, Hometown Apartment (8th & 9th Floor), 87, New Eskaton Road, Dhaka-1000, have duly certified that BIFC has complied with corporate governance issues.

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