SMAC urges phased implementation of BSEC corporate governance rules.
SMAC Advisory Services Limited has called for a phased and practical implementation of the proposed Bangladesh Securities and Exchange Commission (BSEC) Corporate Governance Rules 2026 to strengthen board oversight, protect investors and ensure that companies can comply effectively with the new requirements.
The recommendations came at a roundtable titled "Strengthening Corporate Governance in Bangladesh" held at Renaissance Dhaka Gulshan Hotel on September 29, with BSEC Commissioner Hossain Sadat FCS attending as the guest of honour, said a press release today.
Regulators, market participants, professional bodies, academics and journalists took part in the discussion, focusing on the draft Corporate Governance Framework 2026 formulated by the BSEC and the need to move beyond formal regulatory compliance towards effective and responsible board-level oversight.
Opening the event, Snehasish Barua FCA, managing director of SMAC Advisory Services Limited, highlighted the importance of independent directors, accountability and transparency in building confidence in the capital market.
"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 comparison of regional corporate governance approaches and recommended phased implementation, clearer definitions and valuation guidance for related-party transactions, proportionate risk oversight and a roadmap for sustainability disclosures informed by IFRS S1 and S2.
"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.
The panel discussion, moderated by Barua, featured Lopa Rahman, corporate governance expert; Prof Dr Melita Mehjabeen, professor at the Institute of Business Administration (IBA), University of Dhaka, and chairman of National Bank PLC; 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); M. Nurul Alam FCS, president of the Institute of Internal Auditors Bangladesh (IIAB); Afseen Baten FCA, additional director of the Enforcement, Investigation and Disciplinary Action Division of the Institute of Chartered Accountants of Bangladesh (ICAB); Md Munir Hossain, president of the Capital Market Journalists Forum (CMJF); Ahsan Habib, general secretary of CMJF; and Md Shafiqul Bhuiyan, acting chief regulatory officer of the Dhaka Stock Exchange (DSE).
The discussion highlighted three major areas: board effectiveness and organisational context, related-party transactions and compliance, and investor protection and emerging risks.
On board effectiveness, Lopa Rahman said board and leadership performance should be assessed against clearly defined expectations. Drawing on her experience, she discussed investment-related issues, the role of leadership and the importance of evaluating leadership effectiveness against predetermined standards.
Prof Dr Melita Mehjabeen stressed that boards should balance their oversight priorities with the structure and circumstances of individual organisations. Syed A. Mamun also called for a framework that recognises differences among companies while maintaining clear governance standards.
M. Nurul Alam highlighted the importance of directors' professional knowledge and understanding of operational needs, alongside transparency and accountability.
On related-party transactions, Afseen Baten called for clearer valuation-based assessments to strengthen oversight and compliance. Participants discussed the need for workable definitions and procedures that would enable boards and audit committees to identify and review such transactions effectively.
Regarding investor protection and emerging risks, Md Munir Hossain emphasised accountability and transparency in safeguarding investors' interests. Ahsan Habib highlighted the need to identify compliance gaps, strengthen cyber-risk oversight and protect minority shareholders' rights, with active roles for auditors and independent directors.
During the open question-and-answer session, journalists and other participants raised concerns about the implementation timetable, the protection of minority shareholders' rights and companies' preparedness to comply with the proposed rules.
In his closing remarks, BSEC Commissioner Hossain Sadat said the Commission would consider stakeholder feedback and the long-term implications of policy decisions as it worked towards a governance framework that protects investors and supports investment.
He underscored the responsibility of stakeholders to ensure transparency despite limitations and resource constraints while safeguarding investors' rights.
"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.
He added that 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.
SMAC Advisory Services Limited said such roundtable discussions provide opportunities for constructive dialogue among policymakers, regulatory bodies, the business community and relevant professionals, contributing to the development of a more transparent, accountable and sustainable corporate governance system in Bangladesh's capital market.
