Re: Legal Opinion regarding the qualification of a person to be appointed as a director of a banking Company.
We refer to your letter dated 31.05.2007 regarding the captioned subject.
You have referred to us a copy of B.R.P.D. Circular No. 12 dated 26.04.2003 and requested us to advise as to the calculation of experience of becoming a director of a banking company as referred in Clause 2 (a) of the said B.R.P.D. Circular.
Our opinion is as follows:
According to Clause 2 (a) of B.R.P.D. Circular No. 12 dated 26.04.2003, Bangladesh Bank has, inter alia, imposed the following requirement for becoming a director of a banking Company:
“2. (a) The concerned person should have at least 10 years management/business or professional experience.”
However, in the B.R.P.D. Circular, the minimum age when a person could gain 10 years management/business or professional experience is not stated.
From section 94 of the Companies Act 1994, we find that a minor cannot become a director of a company. And according to section 3 of the Majority Act 1875, a person is deemed to attain his majority when he has completed his age of 18 years.
As a general rule, a person, who has not attained the age of majority, is presumed to be unable to make any independent decisions of his own. Moreover, according to section 11 of the Contract Act 1872, a person who has not gained the age of majority is not competent to contract. Therefore, in our view, there is a very high likelihood that a person may not gain management/business or professional experience before attaining the age of majority.
However, the Bank may seek necessary clarification from Bangladesh Bank as to whether or not a person can gain management/business or professional experience before attaining the age of majority because nothing has been stated in the said B. R. P. D. Circular regarding the same. Further, clarification may also be sought from Bangladesh Bank as to from which age a person can start gaining management/business or professional experience to fulfil the requirement as stated in clause 2(a) of the said B. R. P. D. Circular for becoming a director of a banking Company.
If you have any further query, please do not hesitate to contact the undersigned.
For: “The Lawyers & Jurists”