Monday, July 9, 2012

Companies listed on the stockmarket will have to form audit committees for greater transparency and accountability purposes, according to the new guidelines of Securities and Exchange Commission.

The audit committee shall assist the board of directors to ensure that the financial statements are a true reflection of the company’s state-of-affairs.

The committee will be comprised of at least three members, including an independent director from the board who will lead the committee, the guidelines stipulate.

Prof Helal Uddin Nizami, senior member of the SEC, hopes the guidelines would stamp out tendency to inflate company financial data to mislead investors, along with unusual and overheated stock market movements as seen of late.

“The guidelines will reduce financial wrongdoings among listed companies as those will bring transparency and accountability to the process of financial reporting,” added Nizami.

The stockmarket regulator last week approved the guidelines for listed firms on the Dhaka and Chittagong stock exchanges, where presently 278 companies are listed.

He said chief executive officer and chief financial officer will give due diligence certificates to the regulator, which will be helpful for disclosure of company health.

Financial statements are to be prepared as per the international accounting standards and international financial reporting standards to facilitate investors’ decision making.

At least one fifth of the company’s board of directors must be comprised of independent members, according to the guidelines.

The independent directors cannot have family ties with the company’s sponsors, directors or shareholders who hold 1 percent or more shares in the company.

At the same time, independent directors are not allowed to hold shares more than 1 percent of the company’s total paid-up capital.

The elected board of a company will appoint the independent directors for three years, which can be extended by one term, and the posts cannot remain vacant for more than 90 days.

A person cannot act as the chairman and chief executive officer of a company simultaneously, the guidelines said. The number of directors must be within the range of 5 to 20.

However, the guidelines say the boards of banks and non-bank financial institutions, insurance companies and statutory bodies should be constituted as prescribed by their respective primary regulators.

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