Comply Table Edited

31
Corporate Governance Compliance Status Summary Table According to SEC Guidelines of Sector Wise
Selected Companies 2012
Condition Title Square Trust Bank Fuwang Rupali Life Singer
No Pharmaceutical Ltd. Food Ltd. Insurance Bangladesh
Ltd Compliance Compliance Ltd. Ltd.
Compliance status Status Compliance Compliance
status status status
1.1 Board's Size: The number of the board members Complied Complied Complied Complied Complied
shall not be less than 5 (five) and more than 20
(twenty)
1.2 Independent Directors:
1.2 (i) One fifth (1/5) of the total number of directors Complied Complied Complied Complied Complied
1.2 (ii) a) Does not hold any share or holds less than 1% Complied Complied Complied Complied Complied
shares of the total paid-up shares
1.2 (ii) b) Not connected with any Complied Complied Complied Complied Complied
sponsor/director/shareholder who holds 1% or
more shares of the total paid-up shares on the
basis of family relationship.
1.2 (ii) c) Does not have any other relationship, whether Complied Complied Complied Complied Complied
pecuniary or otherwise, with the company or its
subsidiary/associated companies
1.2 (ii) d) Not a member, director or officer of any stock Complied Complied Complied Complied Complied
exchange
1.2 (ii) e) Not a shareholder, director or officer of any Complied Complied Complied Complied Complied
member of stock exchange or an intermediary of
the capital market
1.2 (ii) f) Not a partner or an executive or was not a Complied Complied Complied Complied Complied
partner or an executive during the preceding 3
32
(three) years of any statutory audit firm.
Condition Title Square Trust Bank Fuwang Rupali life Singer

Ltd Complianc Compliance Ltd. Ltd.
Compliance e status Status Compliance Compliance
1.2 (ii) g) Not be an independent director in more than 3 Complied Complied Complied Complied Complied
(three) listed companies;
1.2 (ii) h) Not been convicted by a court of competent Complied Complied Complied Complied Complied
jurisdiction as a defaulter in payment of any loan
to a bank or a NBFI
1.2 (ii) i) Not been convicted for a criminal offence Complied Complied Complied Complied Complied
involving moral turpitude
1.2 (iii) Nominated by the board of directors and Complied Complied Complied Complied Complied
approved by the shareholders in the AGM
1.2 (iv) Not remain vacant for more than 90 (Ninety) Complied Complied Complied Complied Not
days. Applicable
1.2 (v) Board shall lay down a code of conduct of all Complied Complied Complied Complied
Board members and annual Compliance of the
code to be recorded.
1.2 (vi) Tenure of office of an independent director shall Complied Complied Complied Complied Complied
be for a period of 3 (three) years, which may be
extended for 1 (one) term only.
1.3 Qualification of Independent Director (ID)
1.3 (i) Knowledge of Independent Directors Complied Complied Complied Complied Complied
1.3 (ii) Background of Independent Directors Complied Complied Complied Complied Complied
33
1.3 (iii) Special cases for qualifications Not Applicable Not No such Not Not
Applicable incident Applicable Applicable

Compliance status Status Complianc Complianc
status e status e status
1.4 Individual Chairman of the Board and CEO Complied Complied Complied Complied Complied
1.5 The Directors' Report to Shareholders :
1.5 (i) Industry outlook and possible future Complied Complied Complied Complied Complied
developments in the
1.5 (ii) Segment-wise or product-wise performance Complied Complied Complied Complied Complied
1.5 (iii) Risks and concerns Complied Complied Complied Complied Complied
1.5 (iv) Discussion on Cost of Goods sold, Gross Profit Complied Complied Complied Complied Complied
Margin and Net Profit Margin.
1.5 (v) Discussion on continuity of any Extra-Ordinary Complied Complied Complied Not Not
gain or loss Applicable Applicable
1.5 (vi) Basis for related party transactions Complied Complied Complied Complied Complied
1.5 (vii) Utilization of proceeds from public issues, Not Applicable Complied Complied Complied Not
rights issues and/or through any others Applicable
1.5 (viii) Explanation if the financial results deteriorate Not Applicable Not Complied Complied Not
after the company goes for IPO, RPO, Rights Applicable Applicable
Offer, and Direct Listing.
34
1.5 (ix) Explanation about significant variance occurs Not Applicable Not Complied Complied Not
between Quarterly Financial performance and Applicable Applicable
Annual Financial Statements
1.5 (x) Remuneration to directors including Not Applicable Complied Complied Complied Complied
independent directors

Ltd Compliance Compliance Compliance Ltd. Ltd.
status status Status Compliance Compliance
status status
1.5 (xi) Fairness of Financial Statement Complied Complied Complied Complied Complied
1.5 (xii) Maintenance of proper books of accounts complied Complied Complied Complied Complied
1.5 (xiii) Adoption of appropriate accounting complied Complied Complied Complied Complied
policies and estimates
1.5 (xiv) Followed IAS, BAS, IFRS and BFRS in Complied Complied Complied Complied Complied
preparation of financial statements
1.5 (xv) Soundness of internal control system Complied Complied Complied Complied Complied
1.5 (xvi) Ability to continue as a going concern Complied Complied Complied Complied Complied
1.5 (xvii) Significant deviations from the last year's Complied Complied Complied Not Complied
Applicable
1.5 (xviii) Key operating and financial data of at least Complied Not Complied Complied Complied
preceding 5 (five) years Applicable
1.5 (xix) Reasons for not declared dividend Not Applicable Complied Not Not Not
Applicable Applicable Applicable
1.5 (xx) Number of board meetings held during the Complied Complied Complied Complied Complied
year and attendance
35
1.5 (xxi) Pattern of shareholding:

1.5 (xxi) a) Parent/Subsidiary/Associated Companies Complied Complied Complied Complied Complied
and other related parties
1.5 (xxi) b) Directors ,CEO,CS,CFO,HIA and their Complied Complied Complied Complied Complied
spouses and minor children

status status
1.5 (xxi) c) Executives Complied Complied Complied Complied Complied
1.5 (xxi) d) 10% or more voting interest Complied Complied Complied Complied Complied
1.5 (xxii) Appointment/re-appointment of director:
1.5 (xxii) Resume of the director Complied Complied Complied Complied Complied
a)
1.5 (xxii) Expertise in specific functional areas Complied Complied Complied Complied Complied
b)
1.5 (xxii) Holding of directorship and membership of Complied Complied Complied Complied Complied
c) committees of the board other then this
company.
2.1 Appointment of CFO, HIA and CS: Not Available Complied Complied Complied Complied
2.2 Attendance of CFO and CS at the meeting Complied Complied Complied Complied Complied
of the Board of Directors.
3 Audit Committee :
3 (i) Constitution of Audit Committee Complied Complied Complied Complied Complied
36
3 (ii) Assistance of the Audit Committee to Complied Complied Complied Complied Complied
Board of Directors
3 (iii) Responsibility of the Audit Committee Complied Complied Complied Complied Complied

status status
3.1 Constitution of the Audit Committee:
3.1 (i) At least 3 (three) members Complied Complied Complied Complied Complied
3.1 (ii) Appointment of members of the Audit Complied Complied Complied Complied Complied
Committee
3.1 (iii) Qualification of Audit Committee members Complied Complied Complied Complied Complied
3.1 (iv) Term of Service of Audit Committee Complied Complied Complied Complied Complied
members
3.1 (v) Secretary of the Audit Committee Complied Complied Complied Complied Complied
3.1 (vi) Quorum of the Audit Committee Complied Complied Complied Complied Complied
3.2 Chairman of the Audit Committee

3.2 (i) Board of Directors shall select the Complied Complied Complied Complied Complied
Chairman.
3.2 (ii) Chairman of the audit committee shall Complied Complied Will be Complied Complied
remain present in the AGM. complied
3.3 Role of Audit Committee
3.3 (i) Oversee the financial reporting process Complied Complied Complied Complied Complied
37
3.3 (ii) Monitor choice of accounting policies and Complied Complied Complied Complied Complied
principles
3.3 (iii) Monitor Internal Control Risk management Complied Complied Complied Complied Complied
process
3.3 (iv) Oversee hiring and performance of external Complied Complied Complied Complied Complied
auditors
status status
3.3 (v) Review the annual financial statements Complied Complied Complied Complied Complied
before submission to the board for approval
3.3 (vi) Review the quarterly and half yearly Complied Complied Complied Complied Complied
financial statements before submission to
the board for approval
3.3 (vii) Review the adequacy of internal audit Complied Complied Complied Complied Complied
function
3.3 (viii) Review statement of significant related Complied Complied Complied Complied Complied
party transactions
3.3 (ix) Review Management Letters/ Letter of Complied Complied Complied Complied Complied
Internal Control weakness issued by
statutory auditors
3.3 (x) Disclosure about the uses/applications of Complied Not Complied Complied Complied
funds raised by IPO/RPO/Right issue Applicable
3.4 Reporting of the Audit Committee:
3.4.1 Reporting to the Board of Directors: Complied Complied Complied Complied Complied
38
3.4.1 (i) Activities of Audit Committee Complied Complied Complied Complied Complied
3.4.1 (ii) a) Conflicts of interests Complied Not No such Complied Not

Applicable incident Applicable
3.4.1 (ii) b) Material defect in the internal control Complied Not No such Complied Complied
system Applicable incident
3.4.1 (ii) c) Infringement of laws, rules and regulations Complied Not No such Complied Not

status status
3.4.1 (ii) d) Any other matter Complied Not No such Complied Not
3.4.2 Reporting to the Authorities Complied Not Complied Complied Not
Applicable Applicable
3.5 Reporting to the Shareholders and Complied Complied No such Complied Complied
General Investors incident
4 Engagement of External/Statutory
Auditors:
4 (i) Appraisal or valuation services or Fairness Complied Complied Complied Complied Complied
opinions
4 (ii) Financial information systems design and Complied Complied Complied Complied Complied
implementation
4 (iii) Book-keeping Complied Complied Complied Complied Complied
4 (iv) Broker-dealer services Complied Complied Complied Complied Complied

39
4 (v) Actuarial services Complied Complied Complied Complied Complied

4 (vi) Internal audit services Complied Complied Complied Complied Complied
4 (vii) Services that the Audit Committee Complied Complied Complied Complied Complied
determines
4 (ix) Audit/certification services on compliance Complied Complied Complied Complied Complied
of corporate governance.
5 Subsidiary Company :

status status
5 (i) Composition of the Board of Directors Complied Complied Complied Not Not
5 (ii) At least 1 (one) independent director to the Complied Complied Complied Not Not
subsidiary company Applicable Applicable
5 (iii) Submission of Minutes to the holding Complied Complied Complied Not Not
company Applicable Applicable
5 (iv) Review of Minutes by the holding company Complied Complied Complied Not Not
5 (v) Review of Financial Statement by the Complied Complied Complied Not Not
holding company Applicable Applicable
6. Duties of Chief Executive Officer and
Chief Financial Officer:
6 (i) a) Reviewed the materially untrue of the Complied Complied Complied Complied Complied
financial statement
40
6 (i) b) Reviewed about compliance of the Complied Complied Complied Complied Complied
accounting standard
6 (ii) Reviewed about fraudulent, illegal or Complied Complied Complied Complied Complied
violation of the company's code of conduct
7. Reporting and Compliance of Corporate
Governance:
7. (i) Obtain certificate about compliance of Complied Complied Complied Complied Complied
conditions of Corporate Governance
Guidelines
7 (ii) Annexure attached in the directors' report Complied Complied Complied Complied Complied
Corporate Governance Compliance Status Summary Table According to SEC Guidelines of Sector Wise
Selected Companies 2013
Condition Title Beximco NCC Bank Apex Pragati BSRM
No Pharmaceutical Ltd. Food Ltd. Insurance Steels
Compliance status Status Compliance Compliance
1.1 Board's Size: The number of the board members Complied Complied Complied Complied Complied
shall not be less than 5 (five) and more than 20
(twenty)
1.2 Independent Directors:
1.2 (i) One fifth (1/5) of the total number of directors Complied Complied Complied Complied Complied
1.2 (ii) a) Does not hold any share or holds less than 1% Complied Complied Complied Complied Complied
shares of the total paid-up shares
1.2 (ii) b) Not connected with any Complied Complied Complied Complied Complied
sponsor/director/shareholder who holds 1% or
more shares of the total paid-up shares on the
basis of family relationship.
41
1.2 (ii) c) Does not have any other relationship, whether Complied Complied Complied Complied Complied
pecuniary or otherwise, with the company or its
subsidiary/associated companies
1.2 (ii) d) Not a member, director or officer of any stock Complied Complied Complied Complied Complied
exchange
1.2 (ii) e) Not a shareholder, director or officer of any Complied Complied Complied Complied Complied
member of stock exchange or an intermediary of
the capital market
1.2 (ii) f) Not a partner or an executive or was not a Complied Complied Complied Complied Complied
partner or an executive during the preceding 3
(three) years of any statutory audit firm.

Ltd Complianc Compliance Ltd. Ltd.
Compliance e status Status Compliance Compliance
1.2 (ii) g) Not be an independent director in more than 3 Complied Complied Complied Complied Complied
(three) listed companies;
1.2 (ii) h) Not been convicted by a court of competent Complied Complied Complied Complied Complied
jurisdiction as a defaulter in payment of any loan
to a bank or a NBFI
1.2 (ii) i) Not been convicted for a criminal offence Complied Complied Complied Complied Complied
involving moral turpitude
1.2 (iii) Nominated by the board of directors and Complied Complied Complied Complied Complied
approved by the shareholders in the AGM
1.2 (iv) Not remain vacant for more than 90 (Ninety) Complied Complied Complied Complied Not
days. Applicable
1.2 (v) Board shall lay down a code of conduct of all Complied Complied Complied Complied Complied
42
Board members and annual Compliance of the

code to be recorded.
1.2 (vi) Tenure of office of an independent director shall Complied Complied Complied Complied Complied
be for a period of 3 (three) years, which may be
extended for 1 (one) term only.
1.3 Qualification of Independent Director (ID)
1.3 (i) Knowledge of Independent Directors Complied Complied Complied Complied Complied
1.3 (ii) Background of Independent Directors Complied Complied Complied Complied Complied
1.3 (iii) Special cases for qualifications Not Applicable No such Not Not Not
deviation Applicable Applicable Applicable
occurred

No Pharmaceutical Ltd. Food Ltd. Insurance Steels Ltd.
Ltd Compliance Compliance Ltd. Complianc
Compliance status Status Complianc e status
status e status
1.4 Individual Chairman of the Board and CEO Complied Complied Not Complied Complied
Complied
1.5 The Directors' Report to Shareholders :
1.5 (i) Industry outlook and possible future Complied Complied Complied Complied Complied
developments in the
1.5 (ii) Segment-wise or product-wise performance Complied Complied Complied Complied Complied
1.5 (iii) Risks and concerns Complied Complied Complied Complied Complied
1.5 (iv) Discussion on Cost of Goods sold, Gross Profit Complied Complied Complied Complied Complied
Margin and Net Profit Margin.
43
1.5 (v) Discussion on continuity of any Extra-Ordinary Not Applicable No such Not Complied Complied
gain or loss event applicable
1.5 (vi) Basis for related party transactions Complied Complied N/A Not Complied
Available
1.5 (vii) Utilization of proceeds from public issues, Not Applicable No such Not Not Not
rights issues and/or through any others event Applicable Applicable Applicable
1.5 (viii) Explanation if the financial results deteriorate Not Applicable No such Not Not Not
after the company goes for IPO, RPO, Rights event Applicable Applicable Applicable
Offer, and Direct Listing.
1.5 (ix) Explanation about significant variance occurs Not Applicable Complied Complied Not Not
between Quarterly Financial performance and Applicable Applicable
Annual Financial Statements
1.5 (x) Remuneration to directors including Complied Complied Complied Complied Complied
independent directors
Condition Title Beximco NCC Bank Apex Pragtai BSRM

status status
1.5 (xi) Fairness of Financial Statement Complied Complied Complied Complied Complied
1.5 (xii) Maintenance of proper books of accounts complied Complied Complied Complied Complied
1.5 (xiii) Adoption of appropriate accounting complied Complied Complied Complied Complied
policies and estimates
1.5 (xiv) Followed IAS, BAS, IFRS and BFRS in Complied Complied Complied Complied Complied
preparation of financial statements
44
1.5 (xv) Soundness of internal control system Complied Complied Complied Complied Complied
1.5 (xvi) Ability to continue as a going concern Complied Complied Complied Complied Complied
1.5 (xvii) Significant deviations from the last year's Not Applied Complied Not Not Not
Applicable Applicable Applicable
1.5 (xviii) Key operating and financial data of at least Complied Complied Complied Complied Complied
preceding 5 (five) years
1.5 (xix) Reasons for not declared dividend Not Applicable Complied Not Not N/A
1.5 (xx) Number of board meetings held during the Complied Complied Complied Complied Complied
year and attendance
1.5 (xxi) Pattern of shareholding:
1.5 (xxi) a) Parent/Subsidiary/Associated Companies Complied Complied Complied Not Complied
and other related parties Applicable
1.5 (xxi) b) Directors ,CEO,CS,CFO,HIA and their Complied Complied Complied Complied Complied
spouses and minor children

status status
1.5 (xxi) c) Executives Complied Complied Complied Complied Complied
1.5 (xxi) d) 10% or more voting interest Complied Complied Complied Not Complied
Applicable
1.5 (xxii) Appointment/re-appointment of director:
1.5 (xxii) Resume of the director Complied Complied Complied Complied Complied
45
a)
1.5 (xxii) Expertise in specific functional areas Complied Complied Complied Complied Complied
b)
1.5 (xxii) Holding of directorship and membership of Complied Complied Complied Complied Complied
c) committees of the board other then this
company.
2.1 Appointment of CFO, HIA and CS: Complied Complied Complied Complied Complied
2.2 Attendance of CFO and CS at the meeting Complied Complied Complied Complied Complied
of the Board of Directors.
3 Audit Committee :
3 (i) Constitution of Audit Committee Complied Complied Complied Complied Complied
3 (ii) Assistance of the Audit Committee to Complied Complied Complied Complied Complied
Board of Directors
3 (iii) Responsibility of the Audit Committee Complied Complied Complied Complied Complied

status status
3.1 Constitution of the Audit Committee:
3.1 (i) At least 3 (three) members Complied Complied Complied Complied Complied
3.1 (ii) Appointment of members of the Audit Complied Complied Complied Complied Complied
Committee
46
3.1 (iii) Qualification of Audit Committee members Complied Complied Complied Complied Complied
3.1 (iv) Term of Service of Audit Committee Not Applied No such Not Complied N/A
members event Applicable
3.1 (v) Secretary of the Audit Committee Complied Complied Complied Complied Complied
3.1 (vi) Quorum of the Audit Committee Complied Complied Complied Complied Complied
3.2 Chairman of the Audit Committee

3.2 (i) Board of Directors shall select the Complied Complied Complied Complied Complied
Chairman.
3.2 (ii) Chairman of the audit committee shall Complied Complied Complied Complied Complied
remain present in the AGM.
3.3 Role of Audit Committee
3.3 (i) Oversee the financial reporting process Complied Complied Complied Complied Complied
3.3 (ii) Monitor choice of accounting policies and Complied Complied Complied Complied Complied
principles
3.3 (iii) Monitor Internal Control Risk management Complied Complied Complied Complied Complied
process
3.3 (iv) Oversee hiring and performance of external Complied Complied Complied Complied Complied
auditors
No Pharmaceutical Ltd. Food Ltd. Insurance Steels Ltd.
Ltd Compliance Compliance Compliance Ltd. Compliance
status status Status Compliance status
status
3.3 (v) Review the annual financial statements Complied Complied Complied Complied Complied
before submission to the board for approval
3.3 (vi) Review the quarterly and half yearly Complied Complied Complied Complied Complied
financial statements before submission to
the board for approval
47
3.3 (vii) Review the adequacy of internal audit Complied Complied Complied Complied Complied
function
3.3 (viii) Review statement of significant related Complied Complied Not Complied Complied
party transactions Applicable
3.3 (ix) Review Management Letters/ Letter of Complied Complied Complied Complied Not
Internal Control weakness issued by Applicable
statutory auditors
3.3 (x) Disclosure about the uses/applications of Not Applicable No such Not Complied Not
funds raised by IPO/RPO/Right issue event Applicable Applicable
3.4 Reporting of the Audit Committee:
3.4.1 Reporting to the Board of Directors: Complied Complied Complied Complied Complied
3.4.1 (i) Activities of Audit Committee Complied Complied Complied Complied Complied
3.4.1 (ii) a) Conflicts of interests Not Applicable No such Not Complied Not
event Applicable Applicable
3.4.1 (ii) b) Material defect in the internal control Not Applicable No such Not Complied Not
system event Applicable Applicable
3.4.1 (ii) c) Infringement of laws, rules and regulations Not Applicable No such Not Complied Not

Ltd Compliance Compliance Compliance Ltd. Bangladesh
status status Status Compliance Ltd.
status Compliance
status
3.4.1 (ii) d) Any other matter Not Applicable No such Not Complied Not
48
3.4.2 Reporting to the Authorities Not Applicable No such Not Complied Not
3.5 Reporting to the Shareholders and Complied Complied Not Complied Complied
General Investors Applicable
4 Engagement of External/Statutory
Auditors:
4 (i) Appraisal or valuation services or Fairness Complied Complied Complied Complied Complied
opinions
4 (ii) Financial information systems design and Complied Complied Complied Complied Complied
implementation
4 (iii) Book-keeping Complied Complied Complied Complied Complied
4 (iv) Broker-dealer services Complied Complied Complied Complied Complied

4 (v) Actuarial services Complied Complied Complied Complied Complied
4 (vi) Internal audit services Complied Complied Complied Complied Complied
4 (vii) Services that the Audit Committee Complied Complied Complied Complied Complied
determines
4 (ix) Audit/certification services on compliance Complied Complied Complied Complied Complied
of corporate governance.
5 Subsidiary Company :

status status
5 (i) Composition of the Board of Directors Not Applicable Complied Not Not Complied
49
5 (ii) At least 1 (one) independent director to the Not Applicable Complied Not Not Complied
subsidiary company Applicable Applicable
5 (iii) Submission of Minutes to the holding Not Applicable Complied Not Not Complied
company Applicable Applicable
5 (iv) Review of Minutes by the holding company Not Applicable Complied Not Not Complied
5 (v) Review of Financial Statement by the Not Applicable Complied Not Not Complied
holding company Applicable Applicable
6. Duties of Chief Executive Officer and
Chief Financial Officer:
6 (i) a) Reviewed the materially untrue of the Complied Complied Complied Complied Complied
financial statement
6 (i) b) Reviewed about compliance of the Complied Complied Complied Complied Complied
accounting standard
6 (ii) Reviewed about fraudulent, illegal or Complied Complied Complied Complied Complied
violation of the company's code of conduct
7. Reporting and Compliance of Corporate
Governance:
7. (i) Obtain certificate about compliance of Complied Complied Complied Complied Complied
conditions of Corporate Governance
Guidelines
7 (ii) Annexure attached in the directors' report Complied Complied Complied Complied Complied

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31

(three) years of any statutory audit firm.

Condition Title Square Trust Bank Fuwang Rupali life Singer

Condition Title Square Trust Bank Fuwang Rupali Life Singer

Condition Title Square Trust Bank Fuwang Rupali Life Singer

1.5 (xxi) Pattern of shareholding:

Condition Title Square Trust Bank Fuwang Rupali Life Singer

Condition Title Square Trust Bank Fuwang Rupali Life Singer

3.2 Chairman of the Audit Committee

3.4.1 (ii) a) Conflicts of interests Complied Not No such Complied Not

Condition Title Square Trust Bank Fuwang Rupali Life Singer

4 (iv) Broker-dealer services Complied Complied Complied Complied Complied

4 (v) Actuarial services Complied Complied Complied Complied Complied

Condition Title Square Trust Bank Fuwang Rupali Life Singer

Condition Title Beximco NCC Bank Apex Pragati BSRM

Board members and annual Compliance of the

Condition Title Beximco NCC Bank Apex Pragati BSRM

Condition Title Beximco NCC Bank Apex Pragtai BSRM

Condition Title Beximco NCC Bank Apex Pragati BSRM

Condition Title Beximco NCC Bank Apex Pragati BSRM

3.2 Chairman of the Audit Committee

Condition Title Beximco NCC Bank Apex Pragati BSRM

4 (iv) Broker-dealer services Complied Complied Complied Complied Complied

Condition Title Beximco NCC Bank Apex Pragati BSRM

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