Published: 04:13 PM, 02 October 2026
Experts urge phased rollout of proposed BSEC corporate governance rules
Experts and capital market stakeholders have called for a phased, practical and proportionate implementation of the proposed Bangladesh Securities and Exchange Commission (BSEC) Corporate Governance Rules 2026, stressing that companies need adequate preparation and clear regulatory guidance to comply effectively.
They made the recommendations at a roundtable titled “Strengthening Corporate Governance in Bangladesh”, organised by SMAC Advisory Services Limited at Renaissance Dhaka Gulshan Hotel on Tuesday.
BSEC Commissioner Hossain Sadat FCS attended the event as the guest of honour.
The roundtable brought together representatives of regulatory authorities, capital market participants, professional bodies, academia and the media to discuss the draft Corporate Governance Framework 2026 formulated by the BSEC.
The discussion focused particularly on how Bangladesh can move beyond a compliance-driven approach and establish a corporate governance culture centred on effective board oversight, accountability, transparency, investor protection and long-term value creation.
Opening the programme, Snehasish Barua FCA, managing director of SMAC Advisory Services Limited, underscored the importance of ensuring genuine independence and accountability of independent directors.
“Ensuring the independence, accountability and transparency of independent directors is one of the primary foundations of institutional good governance, stakeholder trust and long-term value creation,” he said.
Zareen Mahmud Hosein FCA, director of SMAC Advisory Services Limited, presented a comparative assessment of corporate governance practices in the region and outlined several recommendations for Bangladesh.
She advocated a phased implementation of the proposed rules, clearer definitions and valuation frameworks for related-party transactions (RPTs), proportionate approaches to risk oversight and a structured roadmap for sustainability disclosures.
“I recommend phased implementation, clear RPT definitions and valuation frameworks, alignment of ESG reporting with IFRS S1/S2, and an effective, competitive compliance environment,” she said.
Participants said the proposed framework could play an important role in improving confidence in Bangladesh’s capital market if its provisions are sufficiently clear, practical and aligned with the operational realities of listed companies.
The panel discussion, moderated by Snehasish Barua, examined three broad areas: board effectiveness and organisational context; related-party transactions and compliance; and investor protection and emerging risks.
Lopa Rahman, a corporate governance expert, said the performance of boards and corporate leadership should be assessed against clearly defined expectations and measurable standards.
Drawing on her professional experience, she discussed investment-related considerations, leadership responsibilities and the importance of evaluating the effectiveness of corporate leadership against predetermined criteria.
Prof Dr Melita Mehjabeen, professor at the Institute of Business Administration (IBA), University of Dhaka, and chairman of National Bank PLC, stressed that corporate boards need to balance their oversight responsibilities with the specific structure, size and circumstances of individual organisations.
Syed A. Mamun, PhD, FCMA, professor of finance and policy at BRAC University and council member of the Institute of Cost and Management Accountants of Bangladesh (ICMAB), also called for a governance framework that recognises differences among companies while maintaining clear and enforceable standards.
M. Nurul Alam FCS, president of the Institute of Internal Auditors Bangladesh (IIAB), highlighted the need for directors to possess adequate professional knowledge and a sound understanding of companies’ operational requirements.
He also emphasised transparency, accountability and effective internal oversight as essential components of sound governance.
Related-party transactions emerged as another major area of concern during the discussion.
Afseen Baten FCA, additional director of the Enforcement, Investigation and Disciplinary Action Division of the Institute of Chartered Accountants of Bangladesh (ICAB), called for clearer valuation-based assessments to strengthen oversight of RPTs.
Participants stressed that workable definitions, transparent valuation procedures and clearly prescribed responsibilities would be necessary to enable boards and audit committees to identify, assess and monitor related-party transactions effectively.
The discussion also examined investor protection and emerging corporate risks, particularly in the context of increasingly complex business and technological environments.
Md Munir Hossain, president of the Capital Market Journalists Forum (CMJF), emphasised accountability and transparency as essential safeguards for investors.
Ahsan Habib, general secretary of CMJF, highlighted the need to identify compliance gaps, strengthen cyber-risk oversight and protect the rights of minority shareholders.
He also stressed the importance of active participation by auditors and independent directors in ensuring effective corporate oversight.
Md Shafiqul Bhuiyan, acting chief regulatory officer of the Dhaka Stock Exchange (DSE), also took part in the panel discussion.
During the open question-and-answer session, journalists and other participants raised concerns over the proposed implementation timetable, the preparedness of companies to meet the new requirements and the need for stronger protection of minority shareholders.
Participants also emphasised that regulatory reforms should take into account the varying capacities, structures and business models of listed companies so that compliance requirements remain effective without becoming disproportionately burdensome.
The issue of sustainability reporting also received attention, with participants discussing the need for Bangladesh to prepare companies for emerging global disclosure requirements. Alignment with IFRS S1 and IFRS S2 was suggested as part of a broader roadmap for environmental, social and governance (ESG) disclosures.
In his closing remarks, BSEC Commissioner Hossain Sadat said the Commission would take stakeholder feedback into consideration while finalising the proposed governance framework.
He said policy decisions should take into account both stakeholder recommendations and the long-term implications for Bangladesh’s capital market and investment environment.
“Policy steps must be taken based on evaluating the feedback and recommendations of stakeholders with utmost importance and assessing the long-term impact of decisions,” he said.
The commissioner also said efforts should be made to formulate an investment-friendly corporate governance framework within this year, based on constructive feedback and taking into account the interests of both domestic and foreign investors.
He underscored the responsibility of all stakeholders to uphold transparency and protect investors’ rights despite limitations in resources and institutional capacity.
