Académique Documents
Professionnel Documents
Culture Documents
Regulations
Imparted By:
Mohammad Shafiqul Islam
Bhuiyan
Assistant General Manager
Dept. of Listing Affairs
Dhaka Stock Exchange Limited
shafiq31@gmail.com
www.dsebd.org
Topics to be covered
Purview of BSEC
Purview of Stock Exchanges
Corporate Governance Guidelines
Issue Management Guidelines
Margin Rules
Listing Regulations
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Purview of BSEC
BSEC
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Purview of BSEC
Missionof the BSEC is to:
Protect the interests of the investors in securities.
Develop and maintain fair, transparent and efficient securities markets.
Ensure proper issuance of securities and compliance with securities laws.
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Dhaka Stock Exchange Ltd.
Purview of BSEC
Registering,
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Purview of BSEC
Regulating the substantial acquisition of shares and take-over of
companies.
The Commission, keeping the Bangladesh Bank informed, may seek
information regarding bank account from any bank, insurance
company and financial institution or other authority, as the case may
be, so far as it relates to the transaction of security.
Undertaking investigation and inspection, inquiries and audit of any
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Purview of BSEC
Most of the functional authority of BSEC derives from The
Purview of BSEC
S-9: Listing of securities
S-17. Prohibition of fraudulent acts, etc.: No person shall, for
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Purview of BSEC
List of some major Acts, Ordinance, Rules, Regulations:
The Securities and Exchange Ordinance, 1969
The Bangladesh Securities and Exchange Commission Act, 1993
The Securities and Exchange Rules,1987
Margin Rules, 1999
The Securities and Exchange Commission (Issue of Capital) Rules, 2001
The Securities and Exchange Commission (Public Issue) Rules, 2006
The Securities and Exchange Commission (Rights Issue) Rules, 2006
wmwKDwiwUR I GP Kwgkb (myweavfvMx eemv wbwlKiY)
wewagvjv, 1995
wmwKDwiwUR I GP Kwgkb (gvPU evsKvi I cvUdvwjI gvbRvi)
wewagvjv, 1996
wmwKDwiwUR I GP Kwgkb (wgDPzqvj dv) wewagvjv, 2001
wWcwRUwi AvBb, 1999
wWcwRUwi cweavbgvjv, 2000
wWcwRUwi (eenvwiK) cweavbgvjv, 2003
Notifications, Orders, Directives
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Dhaka Stock Exchange Ltd.
Purview of Exchange
Section 2(m) of the Securities and Exchange
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Purview of Exchange
The major functions of the Exchange are:
Listing of Companies (As per Listing Regulations).
Ensuring compliances of Listed Securities
Providing the screen based automated trading of listed Securities (As per
2014).
Announcement of Price sensitive or other information about listed
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Purview of Exchange
Stock Exchanges has become demutualized with effect from November
21st, 2013 under the provisions of ,
The
Quorum
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Dhaka Stock Exchange Ltd.
Purview of Exchange
Major Act, Rules and Regulations of the Exchanges:
,
Demutualization Scheme
The Dhaka Stock Exchange (Board and Administration) Regulations,
2013
The Dhaka Stock Exchange (Listing) Regulations, 2015
The Dhaka Stock Exchange (Trading Right Entitlement Certificate)
Regulations, 2013
The Dhaka Stock Exchange (Settlement of Transactions) Regulations,
2013
The
Dhaka Stock Exchange (Settlement Guarantee Fund)
Regulations, 2013
The Dhaka Stock Exchange (Short-Sale) Regulations, 2006
The Dhaka Stock Exchange Automated Trading Regulations, 1999.
Dhaka Stock Exchange (Investors Protection Fund Regulations), 2014
The Dhaka Stock Exchange (TREC Holders Margin) Regulations, 2013
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Corporate Governance
Guidelines
of the Sarbanes-Oxley Act in the U.S., which was ushered in to restore public
confidence in companies and markets after accounting fraud bankrupted highprofile companies such as Enron and WorldCom.
BSEC vide its notification dated February 20, 2006 first introduced Corporate
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Corporate Governance
Guidelines
Earlier
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Corporate Governance
Independent Director means a director:
Guidelines
who either does not hold any share in the company or holds less
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Corporate Governance
The independent director(s) shall be appointed
Guidelines
by the
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Guidelines
1.3 Qualification of Independent Director (ID)
Independent Director shall be a knowledgeable individual with
person
should
be
Business
Leader/Corporate
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Dhaka Stock Exchange Ltd.
Corporate Governance
Guidelines
1.4 Chairman of the Board and Chief
Executive Officer:
The positions of the Chairman of the Board and
the Chief Executive Officer of the companies
shall be filled by different individuals.
1.5 The Directors Report to Shareholders:
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Corporate Governance
Guidelines
2. CHIEF FINANCIAL OFFICER (CFO), HEAD OF
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Corporate Governance
Guidelines
3. AUDIT COMMITTEE:
The company shall have an Audit Committee..
The Committee shall assist the BoD in ensuring that the
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Corporate Governance
Guidelines
3.2 Chairman of the Audit Committee
Chairman of the Audit Committee shall
be an independent
director.
Chairman of the audit committee shall remain present in the AGM.
3.3 Role of Audit Committee:
Monitor choice of accounting policies and principles.
Monitor Internal Control Risk management process.
Oversee hiring and performance of external auditors.
Review the annual financial statements before submission to the
board for approval.
3.4 Reporting of the Audit Committee
Report on its activities to the Board of Directors
3.4.2 Reporting to the Authorities
Report to the Commission three times or completion of a period of
6 (six) month
Reporting to the Shareholders and General Investors
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Dhaka Stock Exchange Ltd.
Corporate Governance
Guidelines
4. EXTERNAL/STATUTORY AUDITORS:
5. SUBSIDIARY COMPANY:
6. DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND
CHIEF
FINANCIAL OFFICER (CFO):
7. REPORTING AND COMPLIANCE OF CORPORATE
GOVERNANCE:
The company shall obtain a certificate from a practicing
Professional Accountant/Secretary (Chartered Accountant/
Cost and Management Accountant/Chartered Secretary)
regarding compliance of conditions of Corporate Governance
Guidelines of the Commission and shall send the same to the
shareholders along with the Annual Report on a yearly basis.
The directors of the company shall state, in accordance with
the prescribed format, in the directors' report whether the
company has complied with these conditions.
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Issue Management
Guidelines
Obtain Issue Management license from BSEC as per wmwKDwiwUR
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LISTING
Listing is the process of acceptanceof a
qualifyingsecurityfortrading on a registered
stock exchange.
Mode of Listing:
Listing through Initial Public Offering (IPO)
Fixed Price Method
Book Building Method
Direct Listing
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million;
shall have no accumulated loss;
shall be in commercial operation for at least immediate last 5
(five) years;
pattern;
is regular in holding of annual general meeting (AGM);
has not raised capital (excluding bonus issue) within preceding 2
(two) years;
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Dhaka
hasStock
notExchange
issuedLtd.the same class of securities in any manner other
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Margin Rules
Margin Rules, 1999 covers margin loan facility provided by
the Stock Brokers and Rule 36 of the wmwKDwiwUR I
GP Kwgkb (gvPU e vsKvi I cvUdvwjI g
vbRvi) wewagvjv, 1996 and schedule thereof covers
the margin loan facility provided by Merchant Banker
(Portfolio Manager).
Rule 3(12)(c) defines margin in the following manner:
margin means the aggregate amount of cash and market
value of securities deposited by a client into his margin
account, but shall not include securities which are bought
and carried in the margin account;
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Margin Rules
Clause 5 of schedule under Rule 36 of the wmwKDwiwUR I GP Kwgkb
(gvPU e vsKvi I cvUdvwjI g vbRvi) wewagvjv, 1996
provides guidelines on margin in the following manner:
gvwRb FY c`vbi weeP welqmg~n| gvwRbej
wmwKDwiwUi wecixZ gvwRb FY c`vbi gvPU
evsKvi (cvUdvwjI gvbRvi), Abvbi ga, wbwjwLZ
welqmg~n weePbv Kwie, h_v:
(K) wewbqvM wbivcv;
(L) wmwKDwiwUi dvvgUvjm& ev gwjK welq;
(M) wmwKDwiwUi Zvij/wecYbhvMZv;
(N) hywmZ Avq;
(O) g~jab cew (Capital appreciation);
(P) SzuwKi Dcv`vbmg~n (Risk factors);
(Q) Kivivci cfve|
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Margin Guideline
Marginable Securities are all except the following:
Z-category Securities
2.
Any existing listed security of which the P/E ratio exceeds 40.
The members of the stock exchanges shall not extend credit
facilities to their approved clients beyond 0.5(zero point five) times
of clients margin/clients deposit (i.e. credit facilities shall be on
1:0.5 basis) under the Margin Rules, 1999.
All corporate benefit, such as dividend, bonus, rights etc. entitled
according to book closure/record date will be added with portfolio
value.
The stock brokers shall not provide margin facilities to any
member of the Board of Directors of its own company, officer and
staff employed in the company management, their parent, spouse,
son, daughter, sister, brother, son-in-law, daughter-in-law and
other relatives.
1.
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Listing Regulations
Regulation
No.
Title
Regulation
Company Secretary
Definitions
Compliance Officer
Material Change/Information
Sponsor
Primary recommendation along
with checklist within 20 days.
Regulation3(1-3)
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Recommendati
on by
Exchange to
the
Commission
Listing Regulations
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Listing Regulations
POST LISTING CONTINUOUS COMPLIANCES
Regulation
No.
Regulation
15 (1)
Title
Regulation
Regulation
15 (2), (3) &
(6)
37
Statutory
auditors
Listing Regulations
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THANK YOU