The Board of Directors, top Management echelon, consisting of the founder entrepreneurs/ successors and the inclusion of an Independent Director, provides the policy and strategic support and direction for the entire range of the corporate activities. The Board of Directors consist of Seven (7) members including the Independent Director with varied educational qualification and diversified experience, provides a balancing character in the decision making process. As the Board is reconstituted every year before each Annual General Meeting when one-third of the members retires and seeks re-election. a director is liable to be removed if the conditions of the Articles of Association and if the provisions of the Company Act 1994 are not fulfilled.
Roles and Responsibilities:
The main role of the Board of Directors, considered the highest authority in the Company, is to provide general superintendence, oversee the operations and control the affairs of the Company through appropriate delegation and accountability process via the chain of command. The Board of Directors however, holds the ultimate responsibility and looks out for the Shareholders interest. They also look out for the best interest of the Stakeholders, the society at large including the country’s over all benefit in terms of economy. The Board of Directors in respect of fulfilling its full responsibilities holds periodic meetings, at least once a quarter and delivers appropriate decisions and gives directions to the Executive Management body. Such meetings usually are based on operational performances, financial results, and review of overall allocated and actual budget, capital expenditure, and proposals for BMRE or new project/ division/ product lines, collection of funds through issuance of shares or borrowing, procurement of raw materials, plant and machineries, pricing of product/ discounts, recruitment, training and promotion of officers, approval of audited accounts and distribution of dividends and other interest of the stakeholders including the employees and workers. The Board of Directors takes special care in designing and articulating productivity and compensation plans of the employees and workers. Thus reward them appropriately on the basis of quality and quantity of performance as an incentive and thus rewarding them appropriately on the basis of performance as an incentive. Board also remains responsible for removal of operational hazards towards their life and care regarding their well being of health, provided friendly and cordial work environment and favorable social relation as demanded by a good citizen operating as a separate business entity in a country like Bangladesh.
Relationship with Shareholders and Public:
The shareholders as owners of the company are to be provided with material information of the Company’s operation half-yearly and annually audited financial statements, towards the conclusion of the AGM. The Company Secretary in matters outlined below also provides them routine services:
- Transfer of Shares
- Replacement in case of loss or damage of shares
- Payments of Dividend, etc.
The Board is however responsible to the public for publication of any Price Sensitive Information as per SEC Regulation. In order to better comply with all these responsibilities an efficient and qualified Secretary is in charge as the Company Secretary.
Relationship with Government:
In its role on accountability to the government, the Board of Directors has to ensure up to date payment of all dues of Governmental Fees in the form of Import Duty, Custom Duty and Port Charges, VAT, Corporate Taxes and other tariffs. In case these fees are pending, on the basis of actual operations, it is then vital to make sure that corruption is avoided with highest priority. These practices have enabled the Company to enhance its contribution to the National Exchequer on a progressive rate since its commencement and are committed to do so in future.
Relationship with Financiers/Bankers:
The Board oversees the financial transactions and ensures that those who are the lenders are being well taken care of and treated well, as per commitment, to meet Company’s obligation to the lenders without making anything default.
Relationship with Suppliers:
As the Company has to import plant and machinery and almost all the raw materials from abroad, therefore the company makes sure that the international suppliers are well communicated and taken care of. Additionally the company maintains cordial and mutually beneficial interest with its local suppliers. This has enabled the company to attain reduced number of legal disputes in both the international and local courts and thus enhanced the Company’s illustration as a superior client.
Audit Committee of Board:
The Board of Directors has constituted an Audit Committee of the Board consisting of two Directors and two other members. The Audit Committee is headed by the Director Finance, Mr. Mohd. Ferdous Kawser Masud and companying him the other members are respectively Md. Nurul Haque, FCA, Independent Director, Mr. Younus Bhuiyan, DGM (Finance & Accounts Department), Ms. Zabun Nahar, AGM (Finance & Accounts Department), Sharif Uddin Ahmed, Senior Officer (Finance & Accounts Department) from the Company’s end.
The Audit Committee carries out its responsibilities as per the provisions of law and subsequently submits its report to the Board of Directors in stipulated time. The Audit Committee synchronizes with the Internal and External Auditors as and when required. The Audit Committee ensures that adequate internal check & balance is maintained by adequate Management Information System, that are in place for detection of errors, frauds and other deficiencies.
Other responsibilities comprise of inter alia, not being limited to, the anticipation of conflict of interests between the Company and its Directors, Officials, Customers, Suppliers, Government and any other Interest Groups, that may be present, and detect or eliminate possibilities of internal trading of the Company’s stocks, which is strictly considered as a malpractice within the scope of compliance issue . The Audit Committee guarantees SEC and other Agencies, relevant, compliance issues as regulations and requirement.
The Audit partner that we are strategically alliance with adds significant amount of value to our Company goodwill, since they are well reputed in the Market for their commendable work efficiency and well recognized as a compliant audit partner. Our auditor is Hoda Vasi Chowdhury & Co., Chartered Accountants, which is associated with the world’s renowned Deloitte Touché Tohmatsu. Deloitte Touché Tohmatsu is one of the big four accounting firms in the World. Hoda Vasi Chowdhury & Co. has 7 partners with diverse proficiency and has more than 250 professional staff members to execute their audit activities. An Independent Committee of the Central Bank of Bangladesh rated Hoda Vasi Chowdhury & Co. as the number one Audit firm of Bangladesh recently.