To establish best corporate practices in the country early in year 2006 the Security Exchange Commission imposed some

compliance coditions to all the Public listed companys in any stock exchange in Bangladesh in the interest of investors and the capital market, and extensively to the betterment of society. The law gives five clear conditions to the listed companies, they must have to comply, are discussed below :

1. BOARD OF DIRECTORS: The number of the board members of the company should not be less than 5 (five) and more than 20 (twenty), and all companies should persuade efficient illustration of independent directors on their Board of Directors so that the Board includes core competencies considered relevant in the context of each company. For this purpose, the companies should include independent directors in the Board who doesnt hold more than 1% Shares and are not connected to the other Directors. The Chairman of the company should be elected from among the directors of the company, and The Board of Directors should clearly define respective roles and responsibilities of the Chairman and the Chief Executive Officer. The number of Board meetings held during the year and attendance by each director should be disclosed. The financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity. And have to ensure the best Accounting practices should have followed to presentation of Financial Statements and important operating and financial data of at least preceding three years should be summarised. The issuer company must have to shows the reasons if they are not paying any dividend.

2. CHIEF FINANCIAL OFFICER (CFO), HEAD OF INTERNAL AUDIT AND COMPANY SECRETARY: The company must have to assign a Chief Financial Officer, a Head of Internal Audit and a Company Secretary. The Board of Directors should clearly define respective roles, responsibility and duty. The CFO and the Company Secretary of the companies should attend meetings of the Board excluding an agenda item relating to them directly.

Summary of Code of corporate governance as issued by SEC | Md. Zaki Eamin; ID#0430164

3. AUDIT COMMITTEE: The company should have an Audit Committee of atleast three members as a sub-committee of the Board of Directors, the member must be appointed by Board and should have atleast one independent Director. The Committee shall be responsible to the Board of Directors, and theduties of the Audit Committee should be clearly set forth in writing. This Audit Committee will assist the Board of Directors in ensuring the acceptibility of financial statements, and confirming good monitoring system within the business. The Audit Committee should report on its activities to the Board of Directors on regular basis.The Board will appont a Chairman of the audit committee, who must have a professional qualification or knowledge, understanding and experience in accounting or finance.

If the Audit Committee has reported and discussed to the Board of Directors about anything which has material impact on the financial condition and results of operation but ignored, the Audit Committee should report such finding to the Commission, upon reporting of such matters to the Board of Directors for three times or completion of a period of 9 (nine) months from the date of first reporting to the Board of Directors, whichever is earlier.

4. EXTERNAL/STATUTORY AUDITORS: The issuer company should not engage its external auditors to appraisal fairness opinions, Financial information systems design and implementation including Accounting method, Broker-dealer services, Actuarial services, Internal audit services, and any other service that the Audit Committee determines.

5. REPORTING THE COMPLIANCE IN THE DIRECTORS REPORT: The directors of the company shall state in the directors report whether the company has complied with all the above mentioned compliance and shows the explanations in case of noncompliance.

Summary of Code of corporate governance as issued by SEC | Md. Zaki Eamin; ID#0430164