Compulsory appointment of professionally qualified co secy for companies recommended

FE Report The Institute of Chartered Secretaries of Bangladesh (ICSB) has recommended compulsory appointment of full time professionally qualified Company Secretary for every public limited company (PLC) to be incorporated in the new Companies Act. Every PLC should have a full time professionally qualified Company Secretary whose appointment and removal shall be made by the Board of Directors, the ICSB said. The ICSB made the recommendation to ensure maintenance of professional standard in the daily affairs of a PLC. The ICSB also made a number of recommendations in a consultation session held in the city Tuesday on drafting a New Companies Act for Bangladesh. The session was jointly organized by ICSB and the Bangladesh Investment Climate Fund (managed by IFC in partnership with DFID and EU) while Barrister Tanjib-Ul-Alam, lead drafter of the new act moderated the programme. "The new act should be compact, enabling self regulation with greater accountability through disclosures," President of ICSB Mohammad Sanaullah said while presenting his keynote paper. He said government companies should be treated as other companies and all registration process and statutory filings to be made compatible to the electronic medium. Books of accounts should be preserved by a company for a period of 7 years instead of 12 years, he suggested adding exemptions or relaxations in respect of disclosures relating to financial statements for small companies. Company shall pay dividend only from free reserves not pay any dividend without adjusting its past losses, the ICSB president said adding company should not pay interim dividend from past profits without holding its general meeting. He said the new Act should include the provision that the Managing Director or Executive Director should be in the whole-time employment of only one company at a time and one person should not be a Director for more than seven companies at a time. "Every company should have at least one director who is a citizen as well as resident in Bangladesh," Mr Sanaullah said. The recommendations include provision for One Person Company (OPC), specification of basic duties of directors in the Act in an inclusive manner, allowing meetings by electronic means and AGM to be held at the city where its registered office of the company. The new act, if enacted will help the companies to do business efficiently with ensured transparency and accountability, Mr Tanjib said while presenting his keynote paper of recommendations. Participants of the session emphasized on specification of the definition and duties and power of Company Secretary. They raised many emerging issues to be incorporated in the new draft to match with the present trend of business in the global perspective. They also stressed on identifying the types of companies as there are about 300 publicly listed companies while private companies are about 0.1 million. Many of the companies are public companies but not the listed ones, they added. Registrar of Joint Stock Companies and Firms Ahmedur Rahim and immediate past president of ICSB Md Asad Ullah, among others, were present at the session.