STAR BUSINESS REPORT

Listed companies in Bangladesh may soon have to overhaul their boards under rules that would limit independent director tenures, bar executives from holding dual roles and give the securities regulator direct power to remove directors.

The changes have been proposed in the draft “Bangladesh Securities and Exchange Commission (Corporate Governance) Rules, 2026” published by the commission for stakeholder feedback recently.

The draft, open for comments until May 31, would replace the existing corporate governance code with a more comprehensive rule-based framework, tightening oversight over board composition, executive appointments, subsidiary operations and documentation requirements.

INDEPENDENT DIRECTORS

Some of the major proposed changes relate to independent directors.

The draft states that an independent director can serve a maximum of two consecutive three-year terms, after which a three-year gap is required before reappointment.

The post of independent directors cannot remain vacant for more than 90 days, it also states.

The BSEC has also proposed giving itself direct authority to directly remove independent directors found to pose “a risk to the future of the company.”

The commission may make a pool of eligible candidates for independent director positions, with remuneration governed by board-approved policy and specified in appointment letters, according to the draft.