Board Advisory in Bangladesh — The 2025 C-Suite Playbook by TRW Law Firm

1. Home
2. Corporate & Commercial

Featured snippet (quick answer)

Board advisory in Bangladesh helps boards and founders make better, faster decisions that comply with Bangladesh’s Companies Act 1994, BSEC Corporate Governance Code 2018, Bangladesh Bank governance circulars for banks, and global best practice (e.g., G20/OECD Principles). Core focus areas: board composition & independence, committee effectiveness (Audit and Nomination & Remuneration), director duties and minutes, disclosure controls, strategy & risk (including cyber/ESG), and capital/transactions oversight. (ICSI, sec.gov.bd, sec.gov.bd, BB Foundation, Financial Stability Board)

Why this guide — and why TRW

TRW Law Firm is Bangladesh’s largest cross-border law firm, advising listed issuers, financial institutions, growth companies, DFIs, and family conglomerates. Our Dhaka–Dubai–London–USA presence means we align Bangladesh law with your global policies, lender covenants, and investor expectations—turning your board into a strategic engine rather than a compliance bottleneck.

Prefer a governance primer first? See our companion read on Corporate Governance in Bangladesh on tahmidurrahman.com (internal).

1) The legal rails every board runs on

1.1 Companies Act 1994: duties, meetings, records

The board’s powers and duties flow from the Companies Act 1994, which governs directors’ authority, meetings, minutes, and shareholder relations. Practical implications: keep precise minute books, disclose interests, and ensure resolutions are properly authorized and recorded. (ICSI)

Annual cycle: hold the AGM, approve the audited financials, and ensure Schedule X (annual summary & list of shareholders/directors) is filed within 21 days of the AGM with the RJSC. Boards should verify that secretarial teams also lodge financials within the customary post-AGM window. (app.roc.gov.bd)

1.2 BSEC Corporate Governance Code 2018 (listed companies)

For listed companies, the BSEC CG Code 2018 mandates independent directors, an Audit Committee, and a Nomination & Remuneration Committee (NRC), with defined responsibilities, reporting, and competencies. The Code elevates committee charters, disclosure quality, and board oversight over financial reporting and remuneration. (sec.gov.bd, sec.gov.bd)

1.3 Financial reporting and assurance

Bangladesh applies IFRS Standards as adopted by the Financial Reporting Council (FRC). Boards must ensure true and fair financial statements, appropriate accounting policies, and robust internal controls—especially for public interest entities. Oversight typically resides with the Audit Committee. (IFRS)

1.4 Banking & financial sector governance

Boards of banks/NBFIs are additionally guided by Bangladesh Bank circulars (BRPD). These cover board composition, committee structures, fit-and-proper criteria, and role clarity between the board and management/MD. If you sit on a bank/NBFI board—or supply crucial services to them—expect stricter cadence on risk, audit, and compliance reporting. (BB Foundation, Al-Arafah Islami Bank PLC.)

1.5 Global yardsticks: G20/OECD Principles

For multinationals and Bangladesh groups accessing international capital, the G20/OECD Principles of Corporate Governance inform expectations on shareholder rights, disclosures, and board responsibilities (including oversight of risk, audit, remuneration, and conflicts). We routinely map Bangladesh board practices to these principles for investors and lenders. (Financial Stability Board, OECD)

2) What great boards do: from structure to behavior

2.1 Composition & independence

• Skills matrix: finance, sector, legal/regulatory, technology/cyber, HR & compensation, sustainability, and strategy/M\&A.
• Independence: adhere to the quantitative/qualitative independence criteria for listed issuers; avoid vacancies and over-boarding. (sec.gov.bd, Al-Arafah Islami Bank PLC.)

2.2 Committees that work

• Audit Committee: financial reporting integrity, auditor independence, internal control and risk oversight.
• NRC: board renewal and senior pay, succession plans, performance evaluation frameworks.
  The BSEC Code hard-codes both committees for listed issuers; unlisted boards should mirror the model to institutionalize oversight. (sec.gov.bd)

2.3 Information flow & minutes

Board packs should be timely, readable, and balanced: dashboards for KPIs and risk, a CFO memo on judgments, legal/regulatory updates, and concise committee reports. Minutes must capture decisions, rationale, and dissent where relevant—ensuring the record supports the board’s duty of care under the Companies Act. (ICSI)

2.4 Disclosure discipline

Listed issuers must coordinate price-sensitive disclosures with sound internal controls; private groups should still maintain investor-grade reporting to reduce financing friction and transaction risk. The BSEC framework and IFRS/FRC regime provide the scaffolding. (sec.gov.bd, IFRS)

2.5 Strategy, risk, and culture

High-performing boards debate strategy (markets, capital allocation, M\&A), interrogate material risks (financial, cyber, operational, regulatory), and nurture culture (whistleblowing, anti-bribery, competition compliance). G20/OECD principles emphasize these as core board responsibilities. (Financial Stability Board)

3) TRW’s Board Advisory suite

3.1 Board & committee effectiveness review

A 360° assessment against the BSEC Code, Companies Act, Bangladesh Bank rules (where relevant), and OECD principles. Deliverables: diagnostic report, revised charters, and a 12-month improvement roadmap. (sec.gov.bd, ICSI, BB Foundation, Financial Stability Board)

3.2 Composition, independence & succession

We design skills matrices, independence attestations, director job descriptions, and NRC processes that can withstand shareholder and regulator scrutiny. For banks/NBFIs, we align with BRPD criteria. (sec.gov.bd, Al-Arafah Islami Bank PLC.)

3.3 Audit Committee uplift

From audit scope and external auditor independence to internal control mapping and risk registers, we strengthen the committee’s annual plan and cadence. IFRS/FRC nuances and industry-specific risks are built into the work plan. (IFRS)

3.4 Information architecture & minutes

We rebuild board packs: decision memos, one-page risk snapshots, legal & compliance trackers, and RJSC/NBR/BSEC deadline dashboards. Minute templates ensure clear rationales and action owners after each meeting. (app.roc.gov.bd)

3.5 Strategy, capital & transactions counsel

Whether you’re raising capital, selling a division, or entering a JV, we sit beside the board with structuring, regulatory, and process advice so resolutions and disclosures are bulletproof.

3.6 Culture, ethics & investigations

Codes of conduct, conflicts registers, related-party protocols, and whistleblowing frameworks; we run trainings on anti-bribery, competition law, and insider information tailored to Bangladesh practice. (Financial Stability Board)

3.7 Sector-specific governance for banks & listed issuers

We align your board workplan with Bangladesh Bank and BSEC calendars (e.g., CG compliance certificate, ID tenure/qualifications, vacancy limits). (Al-Arafah Islami Bank PLC., sec.gov.bd)

4) The board calendar that actually works (Bangladesh cadence)

Quarter 1

• Approve annual board/committee calendars; refresh skills matrix and independence declarations (ID tenure/vacancies tracked).
• Audit Committee: internal control review; IFRS/FRC updates; audit scope. (IFRS)

Quarter 2

• Strategy deep-dive (markets, capex, M\&A pipeline).
• NRC: succession planning, executive remuneration framework.
• Risk heatmap refresh (financial, cyber, regulatory, ESG). (Financial Stability Board)

Quarter 3

• Audit Committee: draft financials review; auditor independence; related-party transactions.
• Approve AGM pack and disclosures; price-sensitive info coordination (listed issuers). (sec.gov.bd)

Quarter 4

• Hold AGM; ensure Schedule X within 21 days; file financials per practice; refresh committee charters for next year. (app.roc.gov.bd)

5) Board mechanics: the small habits that deliver big outcomes

• One-page decision sheets per item (context, options, legal/regulatory, recommendation, risks).
• Traffic-light trackers for regulatory filings (RJSC, BSEC, Bangladesh Bank where applicable). (app.roc.gov.bd, sec.gov.bd)
• Consent agendas for routine items; deep-dives for strategy and risk.
• Executive sessions (non-executive/ID-only) twice a year.
• Board education on new circulars and governance trends (e.g., cyber resilience, AI risk, ESG assurance). (Financial Stability Board)

6) Special topics for Bangladesh boards in 2025

6.1 Independent directors & renewal

Monitor ID tenure limits, vacancy windows, and qualification criteria—especially for banks and listed issuers. Build a rolling pipeline of candidates and stagger terms to avoid cliff-edge renewals. (Al-Arafah Islami Bank PLC.)

6.2 Disclosure quality & earnings communication

The Audit Committee should scrutinize non-GAAP metrics, segment reporting, and key judgments; ensure sensitive disclosures are released promptly and consistently. (sec.gov.bd)

6.3 Cybersecurity oversight

Boards should request threat briefings, test incident response plans, and understand the legal exposure under the current cyber framework; ensure contracts, insurance, and policies are updated. (Financial Stability Board)

6.4 Banking governance intensification

Bangladesh Bank continues to refine oversight of board composition, fit-and-proper, and committee responsibilities—expect supervisory focus on risk culture and related-party governance. (BB Foundation)

7) A 100-day TRW Board Uplift Plan

Days 1–30 — Diagnose & Stabilize
🟩 Board/committee health check vs BSEC Code, Companies Act, BB rules (if applicable).
🟩 Skills matrix and independence audit; gap report.
🟩 Audit Committee quick wins: disclosure timetable, internal control scope, auditor independence check. (sec.gov.bd, ICSI, BB Foundation)

Days 31–70 — Re-design & Embed
🟩 Update board/NRC/Audit charters; adopt decision-memo & minutes templates.
🟩 Annual calendar with Bangladesh-specific deadlines (AGM/Schedule X, CG certificate).
🟩 Training: anti-bribery, competition, insider information, and cyber briefings. (Financial Stability Board)

Days 71–100 — Assure & Communicate
🟩 Board evaluation (peer + chair + committee), action plans.
🟩 Investor-grade disclosure pack; earnings script governance (for listed issuers).
🟩 Year-end readiness: AGM scripts, resolutions, and RJSC e-filing kits. (app.roc.gov.bd)

8) FAQs — fast answers for chairs, CEOs, and company secretaries

Q1. Do private companies need BSEC-style committees?
A. Not mandated for unlisted companies, but many adopt Audit and NRC structures to meet lender/ investor expectations and to professionalize oversight. The BSEC Code sets a strong template. (sec.gov.bd)

Q2. How should we document board decisions to meet legal duties?
A. Maintain timely, detailed minutes capturing the decision, rationale, conflicts management, and voting; keep resolution registers and ensure filings (e.g., Schedule X) are made within statutory windows. (ICSI, app.roc.gov.bd)

Q3. What extra applies to bank boards?
A. Bangladesh Bank circulars impose additional requirements on composition, committee structure, and risk governance; fit-and-proper concerns, RPT oversight, and risk appetite are recurring themes. (BB Foundation)

Q4. Which reporting standards should the Audit Committee oversee?
A. IFRS as adopted by the FRC; align policies and disclosures, and monitor evolving guidance for public interest entities. (IFRS)

Q5. What’s the baseline global benchmark for board practices?
A. The G20/OECD Principles, which emphasize shareholder rights, disclosure transparency, and board responsibilities across risk, audit, remuneration, and conflicts. (Financial Stability Board)

9) Deliverables you can use tomorrow

• Board & committee charters aligned to Bangladesh law and BSEC/BB expectations. (sec.gov.bd, BB Foundation)
• Skills matrix + succession & ID pipeline with independence attestations. (Al-Arafah Islami Bank PLC.)
• Audit Committee annual plan mapped to IFRS/FRC and disclosure timetables. (IFRS)
• Board pack & minutes templates (decision memos, risk dashboards).
• AGM/RJSC e-filing kits (notices, resolutions, Schedule X). (app.roc.gov.bd)
• Training suite (anti-bribery, competition, insider information, cyber). (Financial Stability Board)

10) Board Advisory Spectrum — TRW’s Summary Table

Talk to TRW’s Board Advisory team

Phones: +8801708000660 • +8801847220062 • +8801708080817
Emails: info@trfirm.com • info@trwbd.com • info@tahmidur.com
Offices: Dhaka — House 410, Road 29, Mohakhali DOHS • Dubai — Rolex Building, L-12 Sheikh Zayed Road

If you’d like, we can convert this into a tailored Board Playbook for your FY, risk profile, and investor mix—complete with meeting templates, calendars, and training decks your directors can deploy immediately.