BSEC to create a pool of independent directors to ease appointments

The Bangladesh Securities and Exchange Commission (BSEC) will create a pool of independent directors to help companies select those best suited to their business, BSEC Commissioner Farzana Lalarukh said today.

She made the announcement at an event on independent directors, jointly organised by the Institute of Chartered Accountants of Bangladesh (ICAB) and the International Finance Corporation (IFC) at ICAB's Dhaka office.

"Independent directors should have expertise in industries related to the company," Lalarukh said, highlighting that some firms appoint directors with no relevant experience.

She cited examples such as a textile company hiring a female director who teaches Bangla literature and a doctor appointed to a business unrelated to her field.

"To meet the corporate code's requirement for a female director, such appointments are not justified," she added. "If necessary, a company can request an exemption, but independent directors must have expertise in the company's business."

Under the corporate governance code, every listed company must have at least one female independent director. Although the deadline for appointing women directors has been extended to December 31, 2025, only 138 out of 360 listed companies have complied so far.

To make appointments easier, the BSEC plans to compile a pool of both male and female independent directors based on expertise. "We are already working on it with IFC," Lalarukh told the Daily Star.

Representatives from ICAB said that 21 female chartered accountants currently serve on boards, while 134 more are fully board-ready. ICAB plans to start structured training for independent directors in collaboration with IFC in 2026.

Lalarukh also stressed the importance of corporate culture, saying, "If we don't fix the internal setup and enforce good governance, independent directors will not be able to improve the situation."

Kamran T Rahman, president of the Metropolitan Chamber of Commerce and Industry; Syed Nasim Manzur, managing director of Apex Footwear; and Syed Mahbubur Rahman, managing director and CEO of Mutual Trust Bank, also spoke at the event.