Professional Documents
Culture Documents
Introduction
Ahmad and Yusuf, (2005), stated that Corporate governance practices in Bangladesh
are quite absent in most companies and organizations.. One reason for this absence of
Corporate Governance is that most companies are family oriented. Moreover,
motivation to disclose information and improve governance practices by companies is
felt negatively. There is neither any value judgment nor any consequences for
corporate governance practices. The current system in Bangladesh does not provide
sufficient legal, institutional and economic motivation for stakeholders to encourage
and enforce corporate governance practices; hence failure in most of the constituents
of corporate governance is witnessed in Bangladesh.
Sarkar, J.B and H, Ahmed (2007) pointed out the scenario of corporate governance
disclosure by listed public limited companies in Bangladesh. They identified some
information items which companies tend to disclose much such as ‘disclosure of
remunerations committee’. They observed that there are some information items,
which companies tend to disclose less or try to conceal purposively, such as ‘stock
code’. They observed that 25 companies out of total 257companies as listed on DSE
up to June 30, 2005 reported Corporate Governance Report in the annual reports
voluntarily.
Karim, Rezwana, Bakul, and Rehana (July–December, 2010) described that the
level of disclosure is not also poor (mean disclosure is 85.81 percent). Among the
different types of industries, tannery and cement industries disclose more variables of
corporate governance while insurance companies are in lowest level of disclosure.
They examined fifty listed companies of DSE. It also includes the interrelationship of
the stakeholders, i.e., shareholders, management, and the board of directors,
independent directors, employees, suppliers, customers, insurances and other lenders,
regulators, the environment and the community at large.
This report consists of the outright observation and job experiences during the
internship period in the Sadharan Bima Corporation, Mymensingh Regional office.
The report mainly emphasizes the problems which are faced by insurance
organization in performing insurance business in Bangladesh especially in case of
Sadharan Bima Corporation. The report also concentrated on the prospects of
insurance business in Bangladesh. Finally the report incorporates the problems and
prospects of insurance business in Bangladesh.
The internship objective is to gather practical knowledge and experience the corporate
working environment with the close approximation to the business firm and the
experts who are leading and making strategic decisions to enhance the growth of a
financial institution. To this regard this report is contemplating the knowledge and
experience accumulated from internship program.
The major objectives of the study are as follows:
To identify the pillars of corporate governance;
To gather adequate idea underlying practice of corporate governance in SBC;
To know the compliance of corporate governance of SBC;
To identify present scenario of corporate governance of the company; and
To recommend some suggestions to overcome from those problems.
Primary Data:
Data has been collected primarily through correspondence with the personnel
working in different desks, relevant document studies, informal discussion with
clients and the top management.
Secondary data:
The main source of published data is the auditors’ statements of financial affairs,
which are basically used internally by the corporation. Data were also collected
from secondary sources like - Annual Reports of Insurance Company, Prospectus &
Profile of SBC, and Websites of the Insurance Company etc.
The data collected are highly reliable in the sense that all data generated in the report
are used exclusively by Sadharan Bima Corporation.
Although it is a descriptive report, the data gathered from both primary and secondary
sources were arranged orderly to get a clear picture of the insurance company’s
corporate governance system. The study includes both qualitative and quantitative
analysis to evaluate of corporate governance rules as well as the monitoring tools.
Some limitations in preparing this report have been faced. The main limitations are as
follows:
The first limitation is lack of sufficient documents to properly conduct the study.
There is no well-furnished publication about corporate governance in SBC.
Relevant papers and documents were not available.
Did not provide adequate data from their source documents due to their
Confidentiality
Difficulty in accessing latest data of internal operations.
Their website had no updated data about corporate governance.
In spite of these substantial limitations, the researcher has tried to make this report as
informative as possible.
Marine is the oldest form of insurance which was introduced in Northern Italy
sometime between the 12th and 13th century but the insurance business got the
institutional shape in the United Kingdom after establishment of Lloyd’s insurance
company in the late 17th century. The coffee houses of London play a vital role in
developing trade and commerce in United Kingdom.
The merchants and traders used to gather in these coffee houses for their business
transactions. Edward Lloyd opened a coffee house in 1680. In late 17th century this
coffee house virtually turned into the most famous Lloyds insurance company of the
UK.
During British role, some insurance companies started functioning in India. These
companies were of various origin including British, Australia and also India. After
independence, the Bangladesh government nationalized the insurance industry in
1972 by the presidential order no.95 Known s Bangladesh Insurance (Nationalization)
Order, 1972. By virtue of this order, save and accept postal life insurance and foreign
life insurance companies (other than the Pakistani companies), all companies and
organization transacting all types if insurance business in Bangladesh came under this
nationalization order. At the same time five insurance corporations were initially
established by the Government.
Insurance is not a new idea or proposition to the people of Bangladesh. Half a century
back, during the British regime in the then India, some insurance companies started
insurance business, particularly life, in this part of the world. Since 1947 until 1971
insurance business gained momentum in this part of what was then known as East
Pakistan. There are about 49 companies transacting both life and general insurance
business. These companies were operating under a free competitive economy.
After the emergence of the People’s Republic of Bangladesh in 1971, the government,
in order to make available the fruit of liberation to the general mass, nationalized the
insurance industry along with the banks in 1972 by Presidential Order no. 95. By
virtue of this order, save and accept postal life insurance and foreign life insurance
companies (other than the Pakistani companies), all companies and organization
A study on Corporate Governance of Sadharan Bima Corporation 10
transacting all types if insurance business in Bangladesh came under this
nationalization order. At the same time five insurance corporations were initially
established by the Government, viz, Jatiya Bima Corporation (National Insurance
Corporation), Teesta Bima Corporation (Teesta Insurance corporation), Karnaphuli
Bima Corporation (Kornaphuli Insurance Corporation), Rupsa Jiban bima
Corporation (Rupsa Life Insurance corporation), Surma Jiban Bima Corporation
(Surma Life Insurance Corporation). On 14 May, 1973 the Insurance Corporation act
VI, 1973 was enacted under which the previous five corporations were abolished and
the following two corporations emerged:
Sadharan Bima Corporation (SBC) emerged on 14th May, 1973 under the Insurance
Corporation Act (Act No. VI) Of 1973 as the only state owned organization to deal
with all classes of general insurance & re-insurance business emanating in
Bangladesh. Thereafter SBC was acting as the sole insurer of general Insurance till
1984. Bangladesh Government allowed the private sector to conduct business in all
areas of insurance for the first time in 1984. The private sector availed the opportunity
promptly and came forward to establish private insurance companies through
promulgation of the Insurance Corporations (Amendment) Ordinance (LI of 1984)
1984.
On the other hand, In May 1973, Jiban Bima Corporation (JBC) started its journey in
Bangladesh. Since establishment its focus is mainly on two basic things, one of them
is to solve the risks and raise savings habits among the people and the other is to
create financial resources for the country’s economic growth through creative plans
and life insurance schemes.
In respect of reinsurance, the same act provides that fifty percent of a company’s
reinsurance business must be placed with the SBC and remaining fifty percent may be
reinsured either with this Corporation or with any insurer in Bangladesh or abroad.
The main pillar of the SBC is insurance as well as reinsurance business. SBC is the
largest non-life insurance underwriter in Bangladesh in terms of gross premium,
network of offices & trained manpower. On the other hand, SBC reinsures the risks of
private insurance companies operating in Bangladesh.
SBC is run by a Board of Directors consisting of 07 members. The chairman and the
directors of the Board including the Managing Directors are appointed by the
Government. The Managing Director being the chief executive officer conducts and
manages the affairs and business of the Corporation in accordance with the provisions
of the Act, regulations and Government instructions and the resolutions of the Board.
He is also guided by the sound commercial principles and business practices. The
present organization structure of Sadharan Bima Corporation is shown below:
Managing Director
Chief Executive Officer
General Manager
Manager
Deputy Manager
Assistant Manager
Junior Officer
Office staff
Board of
Directors
Managing
Directors
Fortunately, in the past few years, several interesting lines of research have begun to
map the significance of insurance business in Bangladesh. The research output reveals
that insurance business is the crucial weapon for smooth running of financial
operations of the country. However, the studies also suggest that, insurance business
is very significant for the following roles:
A time does come when the family income stops completely or at least is considerably
depleted. Then they must have an income for necessities of life-- food, clothing and
shelter. It can be provided by insurance. Besides, it also provides the expenditure of
children’s education, marriage purpose etc.
Every man seeks security by living in a community which jointly braves all dangers.
Insurance is a supportive instrument in patronizing this process.
Insurance is an ideal savings plan, provides for future economic needs. It gives the
opportunity to make capital formation.
Old age is considered as a hazard because many men live beyond their earning years
and during this time they still need on income. Life insurance qualifies as a good form
of properly for old age.
When a subscriber buys insurance it will be beneficial for him if he fails in any
accident that life can be perished. Otherwise it will be shared to all. Infect life
insurance has been formatted according to this purpose.
Insurance is not only appropriate for internal trade but also appropriate for export
import trading. Export-import trading is quite impossible without insurance. Because
at any time vehicles or ships may fall in danger by the natural calamity as such as
storm, tornado, cyclone etc. Even any Cargo Biman may fall in accident. At that
moment insurance is a vital supportive weapon.
It is not possible to continue the life keeping the risk forward. Insurance removes the
mental anxiety by accepting the life risk.
Insurance not only creates the savings but also gives the opportunity to invest that
savings. After a definite period, the insurer/policy holder gets a lot of money is very
important during in his leisure period.
Insurance creates the field of activities and makes the source of income. On the other
hand, it constructs the organization firmly. For this per capita income and national
income is increased.
In line with the new Insurance Act enacted in 2010 as well as for meeting the need for
increased capital requirements to support the current size of business and keeping in
view the future growth of business of SBC, the Board of Directors deemed that,
Authorized and Paid-up capital of SBC be increased to taka 200 Crore and taka 100
Crore respectively from existing taka 20 Crore and 10 Crore. Accordingly proposal in
this regard will be submitted to Banking and Financial Institutions Divisions of
Ministry of Finance, Government of Bangladesh. The Board has also decided to
revalue SBC’s fixed assets by Professional Valuator in order to bring the real
financial strength of the Corporation..
6. SBC will determine its clients need and have a commitment to provide high quality
services to meet them
Training
Important national days like National Martyrs and International Mother Language
Day on February 21, Independence Day on March 26, Victory Day on December 16
were observed due to respect and solemnity. Floral wreaths were laid at the Shaheed
Meenar and at national Martyrs memorial to pay homage to the martyrs who made
supreme sacrifice tough hold the dignity of the mother tongue achieve independence
of the country.
Computerization
In line with the vision of the government to build a Digital Bangladesh, SBC has gone
through a gigantic transformation. Head office functions of SBC and the main
branches of SBC are now operated through extensive use of IT infrastructure.
Investments have been made to make the necessary upgrading in hardware and
software. A new website has also been launched to provide up to date information
about SBC.
The vision of Sadharan Bima Corporation is to become a word class insurance and
reinsurance organization.
1. To venture into other areas in Bangladesh and abroad on the strength of SBC’s
core competency;
2. To enter into and expand new insurance product and services to meet the
changing needs of clients;
3. To fulfill of SBC’s social commitments towards the public as a state owned
enterprise.
2.16.1 Strength: Strengths of the company which is determining how well the Co.
would be able to perform in the light of prevailing resources & competitive
conditions.
High qualified and experience employee that can bring the SBC in the higher
position.
Might attract a specific target market which they have initially targeted for –
the rural market.
SBC provides various types of product & services. Reinsurance and Motor insurance
are the main product and services of SBC. Basically Government Institution and other
government individuals is the main client of the Sadharan Bima Corporation. So other
product and services of Sadharan Bima Corporation are given below:-
The origination of corporate governance is not totally clear but it is said that Agency
theory is the primary step of corporate governance ideals. The term “corporate
governance” appears to have arisen and entered into prominent usage in the mid-to-
late 1970’s in the United States in the wake of the Watergate scandal and the
discovery that major American corporations had engaged in secret political
contributions and corrupt payments abroad. Eventually it also gained currency in
Europe as a concept distinct from corporate management, company law or corporate
organization.
Corporate governance has also been defined as the set of processes, customs, policies,
laws and institutions affecting the way a company is directed, administered or
accountability of certain individuals in an organization, through mechanisms that tend
to reduce or eliminate the principal-agent problem.
Some scholars are defined corporate governance as the mechanism that frames the
duties and powers of corporations to deliver benefits to investors and those directly
impacted by the corporation’s activities.
Corporate governance has attracted a lot of interest because of the importance of the
economic health of corporations and society in general. The goal of every firm is to
increase its shareholders wealth. As those who put financial resources at the disposal
of companies they expect that such resources would be managed effectively and in a
transparent manner to yield reasonable returns on their investment. But because
managers may not always act in the interest of shareholders, the Board of Directors is
constituted to monitor their activities.
For the purpose of this report various corporate governance theories have been
reviewed: agency, stakeholders and resource dependency theory, stewardship theory,
social contract theory legitimacy theory and political theory.
Much of the research into corporate governance derives from agency theory. Since the
early work of Berle and Means in 1932, corporate governance has focused upon the
separation of ownership and pedals which results in principal-agent problems arising
from the dispersed ownership in the modern corporation. They regarded corporate
governance as a mechanism where a board of directors is a crucial monitoring device
to minimize the problems brought about by the principal-agent relationship. In this
context, agents are the managers, principals are the owners and the boards of directors
act as the monitoring mechanism (Mallin, 2004). Moreover, literature on corporate
governance attributes two factors to agency theory. The first factor is that
corporations are reduced to two participants, managers and shareholders whose
A study on Corporate Governance of Sadharan Bima Corporation 28
interests are assumed to be both clear and consistent. A second notion is that humans
are self-interested and disinclined to sacrifice their personal interests for the interests
of the others (Daily, Dalton & Cannella, 2003). The agency role of the directors refers
to the governance function of the board of directors in serving the shareholders by
ratifying the decisions made by the managers and monitoring the implementation of
those decisions. The focus of agency theory of the principal and agent relationship has
created uncertainty due to various information asymmetries (Deegan, 2004).
The agency model assumes that individuals have access to complete information and
investors possess significant knowledge of whether or not governance activities
conform to their preferences and the board has knowledge of investor’s preferences
(Smallman, 2004). Therefore according to the view of the agency theorists, an
efficient market is considered a solution to mitigate the agency problem, which
includes an efficient market for corporate control, management labour and corporate
information.
The basic proposition of resource dependence theory is the need for environmental
linkages between the firm and outside resources. In this perspective, directors serve to
connect the firm with external factors by co-opting the resources needed to survive
(Pfeffer and Salancik, 1978). Thus, boards of directors are an important mechanism
for absorbing critical elements of environmental uncertainty into the firm. Williamson
(1985) held that environmental linkages or network governance could reduce
transaction costs associated with environmental interdependency. The organization’s
need to require resources and these leads to the development of exchange
relationships or network governance between organizations. Several factors would
appear to intensify the character of this dependence, e.g. the importance of the
resource(s), the relative shortage of the resource(s) and the extent to which the
resource(s) is concentrated in the environment (Donaldson and Davis,
1991).According to the resource dependency rule, the directors bring resources such
as information, skills, key constituents (suppliers, buyers, public policy decision
makers, social groups) and legitimacy that will reduce uncertainty (Gales &Kesner,
1994). Thus, Hillman et al. (2000) consider the potential results of connecting the firm
with external environmental factors and reducing uncertainty is decrease the
transaction cost associated with external association.
The corporate governance framework should protect and facilitate the exercise of
shareholders’ rights.
The corporate governance framework should ensure the equitable treatment of all
shareholders, including minority and foreign shareholders. All shareholders should
have the opportunity to obtain effective redress for violation of their rights.
5. Processes and procedures for general shareholder meetings should allow for
equitable treatment of all shareholders. Company procedures should not make it
unduly difficult or expensive to cast votes.
The corporate governance framework should ensure that timely and accurate
disclosure is made on all material matters regarding the corporation, including the
financial situation, performance, ownership, and governance of the company.
Disclosure should include, but not be limited to, material information on:
1. The financial and operating results of the company.
2. Company objectives.
3. Major share ownership and voting rights.
4. Remuneration policy for members of the board and key executives, and
A study on Corporate Governance of Sadharan Bima Corporation 36
information about board members, including their qualifications, the
selection process, other company directorships and whether they are
regarded as independent by the board.
5. Related party transactions.
6. Foreseeable risk factors.
7. Issues regarding employees and other stakeholders.
8. Governance structures and policies, in particular, the content of any
corporate governance code or policy and the process by which it is
implemented.
Information should be prepared and disclosed in accordance with high quality
standards of accounting and financial and non-financial disclosure.
An annual audit should be conducted by an independent, competent and
qualified, auditor in order to provide an external and objective assurance to the
board and shareholders that the financial statements fairly represent the financial
position and performance of the company in all material respects.
External auditors should be accountable to the shareholders and owe a duty to
the company to exercise due professional care in the conduct of the audit.
Channels for disseminating information should provide for equal, timely and
cost-efficient access to relevant information by users.
The corporate governance framework should be complemented by an effective
approach that addresses and promotes the provision of analysis or advice by
analysts, brokers, rating agencies and others, that is relevant to decisions by
investors, free from material conflicts of interest that might compromise the
integrity of their analysis or advice.
VI. The Responsibilities of the Board
The corporate governance framework should ensure the strategic guidance of the
company, the effective monitoring of management by the board, and the board’s
accountability to the company and the shareholders.
Board members should act on a fully informed basis, in good faith, with due
diligence and care, and in the best interest of the company and the shareholders.
Where board decisions may affect different shareholder groups differently, the
board should treat all shareholders fairly.
The board should apply high ethical standards. It should take into account the
A study on Corporate Governance of Sadharan Bima Corporation 37
interests of stakeholders.
The board should fulfill certain key functions, including:
1. Reviewing and guiding corporate strategy, major plans of action, risk policy,
annual budgets and business plans; setting performance objectives;
monitoring implementation and corporate performance; and overseeing
major capital expenditures, acquisitions and divestitures.
2. Monitoring the effectiveness of the company’s governance practices and
making changes as needed.
3. Selecting, compensating, monitoring and, when necessary, replacing key
executives and overseeing succession planning.
4. Aligning key executive and board remuneration with the longer term interests
of the company and its shareholders.
5. Ensuring a formal and transparent board nomination and election process.
6. Monitoring and managing potential conflicts of interest of management,
board members and shareholders, including misuse of corporate assets and
abuse in related party transactions.
7. Ensuring the integrity of the corporation’s accounting and financial reporting
systems, including the independent audit, and that appropriate systems of
control are in place, in particular, systems for risk management, financial and
operational control, and compliance with the law and relevant standards.
8. Overseeing the process of disclosure and communications.
The board should be able to exercise objective independent judgment on
corporate affairs.
1. Boards should consider assigning a sufficient number of non-executive board
members capable of exercising independent judgment to tasks where there is
a potential for conflict of interest. Examples of such key responsibilities are
ensuring the integrity of financial and non-financial reporting, the review of
related party transactions, nomination of board members and key executives,
and board remuneration.
2. When committees of the board are established, their mandate, composition
and working procedures should be well defined and disclosed by the board.
3. Board members should be able to commit themselves effectively to their
responsibilities.
Since the early 1990s, CG has been receiving increasing attention from regulatory
bodies and practitioners worldwide. In August 2003, Bangladesh Enterprise Institute
(BEI) invited a number of prominent individuals from the private sector, the
government, NGOs and other relevant bodies to begin the process of formulating a
Code of Corporate Governance for Bangladesh. Convening this Taskforce on
Corporate Governance was an outcome of BEI’s ongoing research and advocacy work
on strengthening corporate governance in Bangladesh. Members of the Taskforce
provided essential guidance and direction to the development of the Code.
In addition, distinguished guest experts invited to certain Taskforce meetings
provided invaluable input and expertise on specific aspects and sections of the Code.
Also, greatly appreciated for lending their valuable time and encouragement to the
project are Dr. Fakhruddin Ahmed, Governor of the Bangladesh Bank, Mr.
Muhammed Ali Rumee, Deputy Governor of Bangladesh Bank, and Dr. Mirza Azizul
Islam, Chairman of the Securities and Exchange Commission, all of whom offered
significant insight and comments to the Code.
Finally, the Taskforce was assisted and supported in every way by the Bangladesh
Enterprise Institute Working Group in the drafting of the Code, which could not have
been completed within such a short time-frame, if not for the hard work of this
dedicated group. The Working Group was chaired by Farooq Sobhan, President of
BEI. The primary drafter of the Code was Wendy Werner, while Josephine Oguta led
the effort to formulate the section of the Code on NGO Governance. Other members
of the Working Group were Sheela Rahman, Yawer Sayeed, Nihad Kabir, Rashida
Ahmad and Adeeb Khan. The group also received advice from Adnan Wahed and
Abdullah Al Mamun on Financial Institutions. Anya Rahman and Rashida Ahmad
spent many hours proofreading to help finalize the document.
Finally, Michael Gillibrand served as international consultant to the project and
provided unfailing feedback, resources, and assistance on international best practices
of corporate governance. To govern the corporate environment in Bangladesh,
following legal measures are in practice:
The previous years have observed a silent inclination towards corporate governance
due to a variety of forces that are acting today and would become stronger in years to
come. So there are various issues of corporate governance in Bangladesh. The
following issues in corporate governance are explained briefly:
Deregulation:
Economic reforms have not only increased growth prospects, but they have also
made markets more competitive. This means that in order to survive companies will
need to invest continuously on a large scale.
Disintermediation:
Meanwhile, financial sector reforms have made it imperative for firms to rely on
capital markets to a greater degree for their needs of additional capital.
Globalization:
Globalization of Bangladesh’s markets has exposed issuers, investors and
intermediaries to the higher standards of disclosure and CG that prevail in more
developed capital markets.
While these factors will make the markets more effective in disciplining the dominant
shareholder, there are many things that the government and the regulators are yet to
do to enhance this ability. Ahmed and Yusuf (2005) argue that there has been failure
in most of the elements of CG. Some of these individual elements can be portrayed
with a view to seeing their weaknesses in implementing CG:
Board Committees:
Board committees (audit, remuneration and nomination) are of critical importance in
CG. Audit Committee is now being treated as a principal player in ensuring good CG
and rebuilding public confidence in financial reporting. The role of Audit Committee,
among others are: monitoring integrity of financial statements, reviewing internal
financial controls, recommending appointment of external auditor and reviewing
auditor independence and objectivity and audit effectiveness.
vi. Red-tapism
xiii. Corruption.
Applied
43% Partly Applied
53% Not Available
4%
37%
Applied
Not Available
63%
5. A sound internal control system should be maintained. They can follow COSO
framework for internal control systems.
6. Company website publication must be updated regularly and also can create a
post as Information Manager whose duty is to provide information.
11. Comptroller and Audit General should take necessary step for unfair activities of
insurance companies or insurance personnel. And;
Websites:
13. www.sbc.govt.bd
14. www.idra.govt.bd
15. www.bsec.govt.bd