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Institute of Chartered Secretaries of BangladeshA S t a t u t o r y B o d y U n d e r a n A c t o f P a r l i a m e n t

Padma Life Tower (7th & 8th Floor), 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka-1000, BangladeshPhone: 880 2 831 5338, 933 9957, 933 6901, 935 6972, 934 9578, E-mail: icsb@icsb.edu.bd, www.icsb.edu.bd

5th

NationalConventionCorporate Leadership:Enhancing Governing Excellence

December 5, 2014 Bangabandhu International Conference Center

Dhaka, Bangladesh

Theme Abstract

The interconnection of business and society had never been stronger before than recent times, and the relationship between the two will continue to influence the global agenda in decades to come. Societal attitudes to business determine the ability to create wealth, to create jobs, and to act as a positive force for change. But the financial crisis and a series of corporate scandals have led many to question the role and values of business and their audit reports. Society’s trust in corporations and their executives is dismally low, with the crisis in leadership fuelled by a relentless media cycle and a growing consumer influence through the global spread of information and viewpoints over the internet. CEOs are scrutinized for their leadership and decision-making and companies are questioned about their sustainable strategy and social impact. In short, governance matters more than ever.

Since the new world emerging through the current storm of change and crisis is one in which corporate governance builds not only business but also positively develops society. Corporate Governance and Leadership can find opportunity in the challenges it faces. Research reveals that organizations that focus on long-term Performance, perform better. For those companies who can successfully balance their short-term performance and long-term strategy, the 21st century will be filled with opportunities. Performance indicators such as employee satisfaction, innovation and brand health are fundamentals that will drive the performance of tomorrow’s enterprises, and it is essential for businesses to engage with all stakeholders, not just with shareholders to address the question of trust.

Towards a governance mindset of collaboration, diversity and communication

The biggest test of corporate governance in any culture has been when things go wrong, such as bankruptcy or takeovers and the subsequent conflicts of interest between the board, workers, creditors and shareholders. So how can businesses limit

those conflicts of interest? My suggestion is that governance should pursue an

integrative approach, encouraging people to work more closely

together - managers discussing with employees, shareholders collaborating with the board - to take into consideration of all points of view, not just financial ones.

The cultural perspective

This might be true for developed markets in Europe and North America, but from an emerging economy perspective, the question is more likely to be whether a good corporate governance matters.

The debate over how companies are governed is as old as companies themselves. Corporate codes of governance, on the other hand, have developed more recently, many of them in the wake of various corporate scandals of the 1990s. With over 100 international codes and regulations that often focus on issues of shareholder rights, financial transparency, accuracy of disclosure, and accountability of the board, their interpretation varies from one country to another. While laws and rules are necessary, good governance is about values and behavior, which starts at the top. Amidst the challenges of running an organization, what is the advice to CEOs for setting the governance agenda?

Lead by example Be transparent Leverage the loyalty of employees Leverage the goodwill of customers Set expectation

Governance and leadership oriented towards wider perspective

With the assertion that businesses have to make profit in order to create wealth, the way in which businesses are governed, and the relationships between management, the board, shareholders and outside stakeholders impact on many of the challenges faced by society as a whole. The purpose of corporations therefore is more than just maximizing profits and wealth; the well-being of all stakeholders should be considered.

Ultimately, when companies take the initiative, be it on issues of diversity or transparency, it pre-empts activism among shareholders, and avoids the introduction of onerous legislation and rules.

Opinion of the business leaders of the future

Providing input to this paper, my students responding from across the world, ranked environmental protection as the highest challenge in which business should be involved. There was also agreement that a company’s board of directors should have CEO’s influence over decisions and in addition, well over half the students agreed or strongly agreed that government legislation is essential to ensure a balance between business interests and society. These attitudes among future business leaders are consistent with movement in the last 10 years towards a greater interest in ethics and social responsibility. Indeed, it is the moral courage that our students will learn at business schools that can encourage them to stand up and question behavior in order to positively shape the interconnection of business and society of the future.

I say today business competition is between executive to executive not business to business, hence executive should live for a century and business may not be more than half a century.

The proposed Financial Reporting Act 2010 must be enacted immediately to bring discipline and go a serious step forward towards corporate governance. This is almost in every country now. Please do not spread rumor, go beyond your horizon before being a rumor monger!! Those who oppose it they seem to be weak, inefficient and incompetent in discharging their responsibilities.

The auditors report must be redrafted, redesigned and reworded to make it more meaning full and accountable for the auditors, hence to be more beneficial for the stakeholders and investors. Had there been no regulatory requirements no one would go for such kind of less priority paper exercise spending money for no value and no auditor would get an assignment to earn fees. Strong runs towards challenge and weak runs away from challenge. If you continue to do what you have been doing, you will continue to get what you have been getting.

Corporate Leadership: Enhancing Governing Excellance

GOOD CORPORATE GOVERNANCE MEANS THAT THE COMPANY AND ITS BOARD OF DIRECTORS IS COMMITTED TO CONTINUOUSLY STRIVE FOR THE HIGHEST STANDARDS TO ENSURE THAT THE BUSINESS AND ITS AFFAIRS ARE IN STRICT ADHERENCE TO THE DOCTRINE AND PRINCIPLES OF PROPER GOVERNANCE SUCH AS INTEGRITY, TRANSPARENCY, ACCOUNTABILITY AND RESPONSIBLE BUSINESS CONDUCT TO SAFEGUARD THE INTERESTS OF ITS SHAREHOLDERS AND STAKEHOLDERS.

InvitationDear Sir/Madam,

We are delighted to inform you that the Institute of Chartered Secretaries of Bangladesh (ICSB) is going to hold its 5th National Convention 2014 on the theme: “Corporate Leadership: Enhancing Governing Excellence” as well as the 5th Convocation on Friday December 5, 2014. The National Convention will have three technical sessions on three sub-themes pertaining to different aspects of Corporate Governance being practiced in the contemporary world.

We have the pleasure to invite you to participate in the National Convention 2014 and Convocation to be held at the Carnival Hall, Bangabandhu International Conference Center (BICC) Dhaka and look forward to welcoming you at the programme.

With kind regards,

Convention Objectives

Re-sharpen the Corporate Governance knowledge among the corporate professionals & stakeholders Dissemination of the requirements of Corporate Governance in the contemporary world Global best practices and our position therein Constraints and probable solutions for implementation of sustainable Corporate Governance practices Generation of thought provoking analytical minds for excellence in Corporate Governance

Convention Sub-themes

1. Ethical Leadership promotes Governing Excellence2. Leading Effective Boards - Ensure Governance 3. The Changing Role of Company Secretary from Compliance to Governance

Knowledge Dissemination Process

The core objective of the convention is to exchange ideas and thoughts among the globally reputed local and international experts. By giving one innovative idea, receive hundreds in return to enrich your knowledge to face the challenges of the ever changing future for which we highly encourage thought provocating ideas. It’s a highly cross cultural multilingual international standard annual event of ICSB. The convention facilitates networking opportunities among the peer professionals in the field locally and globally.

There are opportunities for group discussions and presenting their respective group idea/findings to all the participants. Later these will be filtered into a volume of conference proceedings and presented to various government agencies and relevant professional institutions, as a reference paper for appropriate actions. It will also be placed in libraries as a matter of knowledge bank document in Corporate Governance. All contributors will receive due acknowledgement in the Souvenir published papers.

Mohammad Asad Ullah FCSPresident, ICSB &Chairman, Organizing Committee

Mohammad Sanaullah FCSImmediate Past President, ICSB &Co-Chairman, Organizing Committee

Corporate Leadership: Enhancing Governing Excellence Friday, December 5, 2014 from 8.00 am to 10.00 pm Bangabandhu International Conference Center (BICC), Sher-E- Bangla Nagar, Dhaka, Bangladesh

Registration Form

CONVENTION CONVOCATION

(one may choose both the events)

Name : ……………....…………………………………………………………………………………………………………………………………………………..…………………………………………………………………………………………………………………………………………………………………………..

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Nominating Authority

(Signature, Seal & Date)

Delegate Fee Rate (Per Person): For Convention

ICSB Member Tk. 2,000

ICSB Student Tk. 1,500

Corporate Delegate Tk. 5,000

Foreign Delegate US $ 200

For Convocation Tk. 10,000

Participant

(Signature & Date)

Full Payment must be received before a place can be guaranteed

5th National Convention 2014

Institute of Chartered Secretaries of Bangladesh (ICSB) is constituted under an Act of Parliament i.e. Chartered Secretaries Act, 2010 (Act 25 of 2010). ICSB is the only recognized professional body to develop, promote and regulate the profession of Chartered / Company Secretaries in Bangladesh.

Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB), a national professional Institute, was established in July 1997 under license from the Ministry of Commerce, Government of the People’s Republic of Bangladesh and was constituted under Section 28 of the Companies Act 1994. Subsequently, on June 7, 2010, the parliament unanimously passed the Chartered Secretaries Bill 2010. On June 16, 2010 the Institute of Chartered Secretaries of Bangladesh (ICSB) was converted into a statutory body under the said act. The Institute is instrumental in promoting good corporate governance norms and practices as well as suggesting conducive environment and acceptability of Government policies on trade, commerce and industry. The institute is working under the administrative control of the Ministry of Commerce, Government of the People’s Republic of Bangladesh.

The affairs of the Institute of Chartered Secretaries of Bangladesh (ICSB) are managed by a Council consisting of thirteen elected members and five nominated high officials of the Government. The President is the constitutional head of the Institute while the Secretary is the Chief Executive.

Roles & Functions

• To develop, promote and regulate the profession of Chartered /Company Secretaries in Bangladesh.

• To impart requisite training and education and then to offer membership of the Institute to the competent candidates.

• To confer professional degree in Chartered Secretaryship.

• To maintain strict disciplinary rules for exercising control over the conduct of members and students and uphold professional ethics and discipline.

• Two & a half year professional courses on ‘Chartered Secretary’ are offered.

• ICSB is one of the full members of the Corporate Secretaries International Association (CSIA).

• Professional examinations conducted twice a year in January and July.

• Quality teaching is provided to the students enabling them to qualify as Chartered Secretaries.

• Internship programmes are arranged in public listed companies for the students who pass the final examinations.

• Professional membership is conferred on those who qualify as per prescribed conditions of eligibility for admission as members of the Institute and attainment of sound background and practical knowledge of Company Secretarial Practice & Governance, Corporate Laws, Management, Accounting & Finance and Taxation practices acceptable to the Council of the Institute as required for membership..

• Presently there are 315 members and 3500 students.

• Management Development Programmes are arranged from time to time for the development of the Corporate Executives.

• Continuing Professional Development (CPD) programmes are arranged so as to develop and update the members of the Institute and corporate executives.

• Strives to establish good Corporate Governance in company management.

• Publishes Professional Journal ‘The Chartered Secretary’ regulatory.

• Maintains liaison with the senior government officials and other dignitaries of the country in order to uphold the Institute’s motto.

• Maintains liaison with similar Institutes all over the world being a Member of CSIA.

About the Institute

Sponsorship/Rate of AdvertisementFor December 4 & 5, 2014

Venue Sponsorship (Day-1) 8,00,000Venue Sponsorship (Day-2) 4,00,000One Special full page advertisement in the SouvenirDelegate fee exemption for ten personsDisplay at conference and dinner siteSpecial acknowledgement

Dinner Sponsorship (Each) 8,00,000One Special full page advertisement in the SouvenirDelegate fee exemption for eight personsDisplay at conference and dinner siteSpecial acknowledgement

Lunch Sponsorship 5,00,000One Special full page advertisement in the SouvenirDelegate fee exemption for six personsDisplay at conference and lunch siteSpecial acknowledgement

Cultural Programme Sponsorship 3,00,000One Special full page advertisement in the SouvenirDelegate fee exemption for five persons Display at conference siteSpecial acknowledgement

Tea Sponsorship (Morning/Evening, Each) 1,25,000One Special full page advertisement in the SouvenirDelegate fee exemption for five persons Display at conference siteSpecial acknowledgement

Platinum Sponsorship 1,25,000One Special full page advertisement in the SouvenirDelegate fee exemption for five personsDisplay at conference site, acknowledging support

Golden Sponsorship 1,00,000One Special full page advertisement in the SouvenirDelegate fee exemption for four personsDisplay at conference site, acknowledging support

Silver Sponsorship 75,000One Special full page advertisement in the SouvenirDelegate fee exemption for three personsDisplay at conference site, acknowledging support

Advertisement in the SouvenirBack Cover 1,25,000Inner Back Cover 75,000Inner Front Cover 75,000Ordinary Full Page 25,000

Nature of Sponsorship/Advertisement Amount of Support (Taka)