Board meetings now require documentation of opposing viewpoints voiced within them (BB mandates recording of dissenting opinions)
Bangladesh Bank Issues Directive for Comprehensive Minute-Taking in Bank Meetings
The Bangladesh Bank has issued a directive on August 4, 2022, mandating all banks in Bangladesh to maintain detailed minutes of board and committee meetings, including the recording of all board members' opinions, including dissenting views.
The directive, issued by the Banking Regulation and Policy Department (BRPD), aims to increase transparency in decision-making processes within banks. It requires that the minutes of board and committee meetings should include a clear record of all opinions expressed by board members during the meeting, explicit documentation of any dissenting or opposing views to major decisions, summaries of the rationale behind different opinions, details of decisions taken including resolutions and who proposed or seconded them.
The directive also states that all deliberations, opinions, observations, recommendations, and dissent notes related to agenda items presented at meetings must be recorded in detail in the minutes. If a director expresses a differing opinion or submits a "Note of Dissent" during a meeting, it must be recorded in the meeting minutes.
If an observer from the Bangladesh Bank is present at a meeting, their comments must also be incorporated into the minutes. However, the directive does not specify a particular format for documenting the opinions and dissenting views.
The BRPD has stated that many banks have failed to comply with the rules regarding board meetings as outlined in BRPD Circular No-02 issued on 11 February 2024. As a result, key points of discussion or directors' remarks were not properly reflected in the minutes, which has hampered effective participation and contributions by board members.
The specific requirements for documenting board members' opinions, including dissenting views, in the minutes of board and committee meetings as mandated by the BRPD are typically outlined in BRPD circulars. However, the exact text of these requirements is not readily available in the search results.
In banking governance practice, and consistent with typical regulatory expectations globally, minutes of board and committee meetings must include all board members’ opinions and recorded dissenting views for transparency and accountability. This documentation ensures accountability and helps the Bangladesh Bank oversee appropriate governance and risk management practices in banks.
It is worth noting that the BRPD has issued circulars concerning the duties and responsibilities of bank directors and the management of board meetings. These circulars emphasize the individual responsibilities of directors and the need for transparent, clear documentation in minutes to support regulatory oversight.
The directive does not mention any penalties for non-compliance. However, it is expected that banks will comply with the directive to maintain transparency and accountability in their decision-making processes.
- The policy-and-legislation issued by Bangladesh Bank, specifically the directive from the Banking Regulation and Policy Department (BRPD), emphasizes the importance of recording all finance-related discussions, including dissenting views, in board and committee meeting minutes in the context of business, as a means to enhance transparency and accountability in financial institutions.
- The directive in question, part of the general-news, requires that the minutes of bank meetings should contain details of decisions taken, the rationale behind different opinions, and any dissenting or opposing views to major decisions, aiming to improve the overall governance and risk management practices within the banking sector in Bangladesh.
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