GUIDELINE TO ESTABLISH A BANKING COMPANY IN BANGLADESH, PART 3

ANNEX IV

 BIOGRAPHICAL REPORT ON CEO/PRINCIPAL OFFICERS

1. Full Name:
2. Date of Birth:3.Place of Birth:
4. Citizenship:
Passport Number:
Date and Place of Issue: Right‐to‐work in Bangladesh Visa Type:

Expiration Date:

 

Yes ( )                  No ( )

  1. Full Address:
  • Permanent: Telephone Number:
  • Present, if different from the Permanent: Telephone Number:
  1. Marital Status:

If married, Spouse’s Name:                                               Occupation:

7.

EducationName & Address of InstitutionDates of AttendanceMajor Area of StudyDegree Awarded & Date
High School
Undergraduate
Graduate
Professional or Technical
Training

/Seminar

 

  1. Present Occupation: Organization Name: Business Address: Nature of Business: Job Title:

Telephone Number:

  1. Service Record (pertaining to the 15 years’ experience in the banking profession). Please enclose supporting documents. Use additional sheets, if necessary, and account for all gaps in
Name & Address of OrganizationDates of EngagementPosition HeldResponsibilities

 

10.
Do you perform any services for or have any businessYesNo
connections with any institution which is subject to the supervision of Bangladesh Bank, or any other authority of 

( )

 

( )

the government of Bangladesh?
If “Yes,” indicate the name of the institution, address and nature of your work.
 

11.

Have you had, or do you now have, any financial interest,YesNo
direct or indirect, in any institution/bank under the supervision of any Government authority? 

( )

 

( )

If “Yes,” give the name of the institution, address and nature of the financial interest.

 

  1. Tax Identification Number (TIN) :

(Attach most recent returns and/or Tax Clearance Certificates, and certified IT10B Forms).

  1. Are you disqualified for the post of CEO owing to the following circumstances?
  • You have less than 15 years of professional
  • You are insane or mentally unsound, (3)You are insolvent and adjudicated bankrupt,
  • You have been convicted by a court in any criminal offense or have been involved in any fraud/forgery, financial crime or other illegal
  • You are a Director of any banking
  • You are a partner in any contract with a banking company in the capacity of legal advisor, advisor, consultant,
  1. Answer to any of the questions below if they apply to you as an individual, or a partner, director or officer of an

Except for minor traffic violations:

(1)Are any arrests, indictments, criminal information or other

Criminal proceedings now pending against you?

Yes                 No

 

(   )                ( )

(2) Were you ever convicted for any violation of the law? 

(   )                ( )

The undersigned affirms that the statements made and answers given herein are accurate and complete and hereby authorizes the Bangladesh Bank to make any inquiry it deems appropriate in connection with processing this questionnaire. False statements in this questionnaire will be sufficient cause for denial of a license to establish banking operations in Bangladesh.

Signature of the CEO/Principal Officer Name:

Date:

Place:

Witnesses:

Signature Name: Address:

Signature Name: Address:

ANNEX V

CONSTITUTION OF THE BOARD OF DIRECTORS AND FIT AND PROPER TEST FOR APPOINTMENT OF BANK DIRECTORS

Responsibilities of running the affairs of a bank‐company, like other companies, are entrusted to its board of directors. The responsibilities of the board of directors of a bank‐company are more important than those of other companies; because in case of a bank‐company it is essential to earn and maintain confidence of the depositors as its business is mainly run with the depositors’ money. The board of directors  shall  also  have  to  strive  to protect interests of its depositors as well as of the shareholders. It is imperative to constitute the board of directors with competent and professionally skilled persons and limit the number of directors with a view to formulating policy‐ guidelines and supervising business activities of the bank efficiently as well as ensuring good and corporate governance in the bank management.

Bangladesh Bank deems it necessary to issue directives for compliance of the bank‐company regarding constitution of the board of directors and fit and proper test for appointment of directors in the interest of depositors and for securing proper management of the bank‐companies. Therefore, in exercise of the powers conferred by section 45(1) of the BankCompaniesAct,1991, the following restrictions have been imposed regarding constitution of the board of directors and fit and proper test criteria for consideration and compliance of the appointing authority (viz.‐general meeting, board of directors etc.) of the private banks regarding appointment or reappointment and filling up of casual vacancy of the offices of bank directors:

  1. Constitution of the Board of Directors:‐
  2. The board of directors of the bank‐companies shall be constituted of maximum 13 (thirteen) directors. However, the directors of the banks, where the number of
  3. This restriction shall apply to appointment/reappointment of the directors against retirement or filling casual vacancy subject  to  section 15 Ka Ka of the Bank Company Act, 1991. Maximum number  of directors from a family shall be restricted to two incase of the total shareholding of that family exceeds 5% and one director if the total shareholding is up to 5%. For this purpose family members shall include spouse, parents, children, brothers and sisters of the director and other persons dependent on him/her.
  4. Fit and Proper Test:‐
  5. The concerned person must have management/business or professional experience for at least 10 (ten) years;
  6. (S)he has not been convicted in any criminal offence or involved in any

fraud/forgery, financial crime or other illegal activities;

  1. (S)he has not been subject to any adverse findings in any legal proceedings,
  2. (S)he has not been convicted in regard to contravention of rules, regulations or disciplines of the regulatory authorities relating to financial sector;
  3. (S)he has not been involved with a company/firm whose registration/ license has been revoked or cancelled or which has gone into liquidation;
  4. Loans taken by him/her or allied concern from any bank or financial institution have not become defaulted;
  5. (S)he has not been adjudicated a bankrupt by a court;
  6. (S)he must be loyal to the decisions of the board of However, in case of note of dissent, (s)he may record it in the minutes of the board meeting and/or bring it to the notice of Bangladesh Bank considering its merit.
  7. A person, proposed as a candidate for the office of director, shall furnish along with the consent letter for the purpose of section 93 of the Companies Act, 1994 a declaration as per the attached format that (s)he is not disqualified to become a bank director in accordance with the above mentioned fit and proper
  8. The declaration shall have to be signed by the concerned person (candidate) and if elected it shall have to be forwarded to Bangladesh Bank by the Chairman of the board of
  9. The above‐mentioned restrictions for qualifications of bank directors shall be in addition to any related laws/regulations for the time being in

Declaration

Annexure­A

I do hereby declare that I am eligible to become a director of bank‐ company as per the fit and proper test criteria mentioned in the Guidelines to Establish a Banking Company in Bangladesh. I further declare that‐

  1. I have not been convicted in any criminal offence or involved in any fraud/forgery, financial crime or other illegal activities;
  2. There is no adverse opinion/findings regarding me in any legal proceedings,
  3. I have not been convicted in regard to contravention of rules, regulations and disciplines of the regulatory authorities relating to financial sector;
  4. I have not been involved with a company/firm whose registration/license has been revoked or cancelled or which has gone into liquidation;
  5. There are no loans taken by me or my allied concern from any bank or financial institution that have become defaulted;
  6. I have not been adjudicated a bankrupt by a court;
  7. My spouse, parents, children, brothers and sisters or any other person dependent on me is not a director of this

Dated:                                                                    Signature:

(                                           )

Countersigned:

(                                                            )

Chairman, Board of Directors

………….……….…. Bank Ltd.

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