BUS 401

FsW
GROUP LIST

Name ID
Shahriar Hasnaine Sakib 111 0261 0 30
Sakib Faisal






General Information

Board Composition

Criteria

Standard Chartered

Mercantile Bank


Size of the Board


Type of the Board with
Details



Twenty members are considered as
Board of directors. There is not a
single person of Bangladesh in the
Board.
Standard is a One- tier system where
there are three executive directors
and thirteen Independent Non
Executive Directors. Sir John peace
is the Chairman of Standard
Chartered Bank. He is also Chairman
of Burberry Group plc.


Thirteen members are considered
as Board of directors.

Mercantile is a Two-tier system
where there are eight Directors
and one Independent Director in
the Board of Directors. An
Executive committee formed by
six Executive Directors and one
Chairman. Ruling Party Member
of Parliament Morshed Alam is
the Chairman of Mercantile Bank.
M Ehsanul Haque is the Managing
Director and CEO of the bank.
Name of the
Company
Industry Origin Nature
Corporate
Governance Code

Standard Chartered
Bank

Multinational

Public

Company has its own
corporate governance
code.

Mercantile Bank

Bank

Local

Public
They have also their
own corporate
governance code..




Determination Board Size and
Composition


Gender Diversity

Reason behind low ratio of Female


Mechanism for rotation of Board
members



Position of Chair


Are functions of CEO clearly
defined by BOD?

Are directors serving more than 3
Companys?

Standard Chartered have always
given emphasis on diversification so
people from different country and
culture who have proved their ability
are given priority for the selection of
members in Board and current
executive basically make this
decision also they give priority to
performance information provided by
the previous executive Directors.
Out of the twenty members there are
only three female members.
Females are basically risk averse
people also they dont have the
required experienced to join the
board.
There is no mechanism for rotation
of Board members. This is basically
depended on the qualification and
experience of the person for the
rotation mechanism.

Held by different Individuals.
Because they believe in
diversification. They wanted their
CEO to be accountable for their
decision making and better decision
making.
Yes.


No


Mercantile Bank operates with all
local people. We see a political
influence in selecting the board of
directors.



No female directors.

They did not find any qualified
and competent female directors.

There is no mechanism as well.
Political influence act significantly
to rotate the directors.


Always held by political leaders
specially political leaders from the
ruling government.

Yes



No
Audit

Criteria

Standard Chartered

Mercantile Bank

Is there an Audit committee?




Is there an External auditor?

Are there any provisions in
the company Articles of
Association mandating
rotation of external auditors?

How is the external audit
company selected?

There is no audit committee for
Standard Chartered rather they have
their own internal audit division and
external auditor firm. KPGM is the
external auditing firm for Standard
Chartered.

Yes.

No



Basically they believe in long term
relations thats why they retain KPGM
as auditing firm.

3 directors from board formed
their own audit committee.



No

No



An independent director always
holds the chair of their audit
committee.








Remuneration

Criteria

Standard Chartered

Mercantile Bank

Is there any remuneration
committee?


Is there a written
remuneration policy?













Yes. There are total five members
in the committee. Among them
three are NEDs and Ruth
Markland who is the chairman of
the committee is also a NED.
Yes.
1. Support a strong performance-
oriented culture and ensure that
individual rewards and incentives
relate directly to the performance
of the individual, the operations
and functions in which they work
or for which they are responsible,
the Group as a whole and
shareholders interests.
2. Maintain competitive reward
that reflects the international nature
of the Group and enables it to
attract and retain talented
executives of the highest quality
internationally. Many of the
Groups employees bring
international experience and
expertise to the Group and the
Group recognizes that it recruits
from an international marketplace.

No



No













Meetings
Transparency
How frequently remuneration
policy is reviewed?
Does the company disclose
remuneration policy in the
annual report?
Does the company disclose
remuneration of individual
board members and senior
management?
The number is not exact. In 2007 it
is last reviewed.
No


Yes. Basic Salary, Bonus amount
and calculation of bonus amount
also investment in company share.
N/A

No


Only Basic Salary.


Criteria

Standard Chartered

Mercantile Bank

How often do board and sub-
committees conduct meetings?
How many meetings of the
BOD have taken place over the
last 12 months?
Quorum requirements fir board
and its committees?
Minutes of the meetings
circulated within-

Once in a year

Once.

At least 10 to 13 members must be
presented in the meeting.
365 days.

Once in a year

Once

At least 7/8 members must be
presented in the meeting.
365 days

Criteria

Standard Chartered

Mercantile Bank

How the stakeholders are kept
informed of company
informations?
Is there any disclosure policy for the
public?

What type of information can be
disclosed to the public according to
the disclosure policy?


What information is provided to the
BOD in advance of the board
meetings?

What information is revealed to
shareholders in advance of the
AGM?

Who is responsible for recording
minutes of meetings?


How does the company disclose

News bulletin, Daily newspapers,
website, Email, financial Journals,
word of mouth, financial experts.
Yes

Disclosure requirements around risk
management to the market place.
Covering specific qualitative and
quantitative disclosures such as:
Scope of application, composition
of capital, risk exposure assessment,
risk profiles, capital adequacy.

Agenda


Agenda, Annual Reports


Managing Director



Daily newspapers, Email, financial
Journals, , website , financial experts

Yes

Only for risk management




Agenda


.Agenda, Annual Reports


Managing Director



transactions made by directors or
management that conflicts with the
interest of the company or that has
the potential for conflicts of
interest?
How long it takes to circulate the
annual accounts from the closing of
the financial year?

When do you circulate the required
information to the Stock Exchange?
Are all the financial statements or
accounts signed by the CEO &
CFO, after approval & authorization
by the BOD before circulation to the
share holders?
Do external Auditors or any partner
of the firm or his/her spouse hold
any position in the shares of the
company?

The annual report contains
information on-

The remunerations for the Executive
Board members comprises-

Performance based bonus amount is
proposed and approved by-

In case of the appointment/re
appointment of a director does the
Press release



Less than a month


Immediately after approval of the
Accounts by the BOD

Yes


No


Provide explanations for any
departure from the principles.

Both fixed and variable parts. The
components are basic Salary, bonus
and share holded by the members of
BOD.

Chairman of Board remuneration
committee.

Press release



2-3 months


After approval of the Accounts by
the BOD

Yes


No


Any exceptions or doubts.

Both fixed and variable parts. The
components are basic Salary, bonus
and share holded by the members of
BOD.

Chairman of Board remuneration
committee.








company disclose any information
to the Share holders?

Does the company disclose major
transactions?


Are there rules which require
directors to disclose personal
interest in the company?
Yes, Basically the back ground of
the person, his qualification and
previous work experience.

Yes. For example: any off balance
sheet activity is mentioned in the
annual report, or any major event or
transactions that could somehow
affect the profit of the company is
disclosed via press release.

NO.
No


Yes




No







Performance Review

Criteria

Standard Chartered

Mercantile Bank

How is the performance of the
board/subcommittees/management
reviewed?

Who evaluates the Board?

How often is the review
undertaken?

Faster and accurate decision making
and who have the ability to cope with
any challenges in a shorter period.

Chair

Once in an every year.

Faster and accurate decision
making and who have the
ability to cope with any
challenges in a shorter period.
Managing Director

Once in year or 2 year.

Nomination Committee

Criteria

Standard Chartered

Mercantile Bank

Is there a nomination committee?


Is there a written nomination
policy for board appointments?
Recommendations for the board of
directors made by-
The candidates are selected via-

Yes. There are total 6 members in
the committee among them 3 are
NED. Chair of the Board is a
NED.
No

Nomination Committee
Advertising it internally or by
personal contact

Information was not available.


N/A

N/A
N/A


How does the nomination
committee ensure that potential
members are suitable to serve n
the board?

Does the company have a code of
ethics?








How is it ensured that the
company is complying with the
companys corporate governance
policies and code of ethics?
To what extent do you feel the
guidelines of Corporate
Governance Code set by the Sec
are Clear?


They basically make a review of
the existing members and then
compared it with the potential
candidates to find out the best.

Yes. They are: Comply with laws,
regulations and Group standards,
Reject bribery and corruption,
Avoid being compromised by gifts
and entertainment, Speak up,
Combating financial crime, Avoid
conflicts of interest, Do not deal in
shares when in possession of
inside information, Treat
customers fairly, Respect
customer confidentiality, Treat
people fairly and with respect,
Responsibilities to the
communities and regulators.

There is a dedicated employee or
department to monitor it.

Western policy influenced so not
applicable to Bangladeshi
business.


N/A





N/A






N/A


N/A