Many of the stock market-listed corporations have not yet appointed a female independent director. The Bangladesh Securities and Exchange Commission (BSEC) has declared that non-compliant corporations will soon face consequences.

Only 138 of the 360 listed Companies have recruited female independent directors, according to BSEC Commissioner Farzana Lalarukh during a roundtable hosted by the Institute of Chartered Accountants of Bangladesh (ICAB) in Dhaka on Thursday, December 11. The majority of Companies have still not complied with the obligatory requirement, even after the Commission extended the deadline to December 31.

According to the gazette issued on April 29, 2024, every listed company was required to appoint at least one female independent director by April 29, 2025. Since many companies failed to meet the deadline, it was later extended.

The BSEC Commissioner further stated that long-standing weaknesses in corporate governance still persist. Many companies have not appointed a company secretary as required by regulation, and some are even attempting to designate the CFO as the secretary an entirely unauthorized practice.

She added, “Many non-compliant companies behave like backbenchers. BSEC is no longer a babysitter we want to act as a proper regulator.”

The meeting, titled “Advancing Inclusive Governance Independent Directorship”, was jointly organized by ICAB and the International Finance Corporation (IFC). ICAB President NKA Mobin, FCA, presided over the event. The session was moderated by Jarin Mahmood Hossain, FCA, Chair of ICAB’s Gender Inclusion and Leadership Committee.

Farzana Lalarukh noted that the country’s social and family structures often limit women’s leadership opportunities, resulting in low female representation on boards. In many family-owned Companies , independent directors have limited opportunity to function effectively; poor compliance and lack of training are major contributors. However, in companies with strong governance, independent directors are able to perform successfully.

She also said that BSEC is building a strong pool of female independent directors, and if the number of qualified candidates increases, certain appointment requirements may be relaxed.

Syed Mahbubur Rahman, MD and CEO of Mutual Trust Bank, said BSEC’s approval process for independent director appointments is often delayed, calling for greater transparency and flexibility.

Apex Footwear’s MD Syed Nasim Manzur said, “Independent directors play an important role in protecting minority shareholders. Women’s presence makes boards more diverse and effective. Empowering boards leads to both better governance and higher profits.”

ICAB President NKA Mobin stated that the rule barring an independent director from becoming audit committee chair after three terms should be reconsidered. Every board should have at least one finance- or chartered-accountant-qualified director. He added that many directors still lack proper understanding of important areas such as ESG reporting due to insufficient training.

MCCI President Kamran T. Rahman said female independent directors bring diversity and balance to boards. However, BSEC’s extensive documentation requirements sometimes create complications, making training essential for all directors.

ICSB President Hossain Sadat emphasized that director appointments must be based on professional expertise, without political or familial influence. He also called for greater opportunities for independent directors to express their views at AGMs.

ERF President Daulat Akhtar Mala said current qualification criteria for independent directors are somewhat strict; making them more flexible would increase participation. She also called for achieving a 50:50 gender ratio on boards.

Green Delta Insurance MD and CEO Farzana Chowdhury said that women involved in family Companies  often possess strong practical leadership skills, but may lack formal academic qualifications. Therefore, special consideration should be made in such cases.

Riyad Mahmud, newly elected Chairman of the Bangladesh Association of Publicly Listed Companies (BAPLC) and MD of National Polymer, said that while companies want to comply, they face various practical hurdles. Even when qualified women are found, many are reluctant to take on the responsibility; those who do may struggle to meet all requirements. He believes that relaxing some conditions would help many companies comply more easily.

IFC’s ESG officer Lopa Rahman said global research shows that the higher the number of women on boards, the stronger a company’s financial performance and governance.

ICAB GHLC member Sangjida Kasem noted that their latest survey found 21 female chartered accountants currently serving on boards across nine sectors. Another 134 women FCAs are fully prepared to become independent directors. ICAB has also developed a strong pipeline to promote women’s leadership.

ICAB and IFC emphasized that increasing women’s participation is not merely about complying with regulations; it leads companies toward stronger governance and long-term sustainable growth. They will continue working with regulators, professional bodies, and corporate leaders to achieve this goal.