The Bangladesh Securities and Exchange Commission (BSEC) has given a no-objection to the proposed reconstruction of the board of Beximco Pharmaceuticals PLC, paving the way for a new board that excludes its former vice chairman Salman F Rahman.
The decision came at the BSEC's 1,033rd commission meeting on Tuesday, as the regulator considered the company's application, the interests of foreign investors and the ongoing legal dispute over the company's board.
The proposed board will comprise three sponsor directors, a managing director to be newly appointed, one director from IFIC Bank PLC and four independent directors.
The three sponsor directors named in the BSEC decision are A S F Rahman, Osman Kaiser Chowdhury and Iqbal Ahmed. Three of the four independent directors will be newly appointed, including at least one woman, in compliance with the Corporate Governance Code, 2018.
Salman F Rahman, who is currently shown as vice chairman on Beximco Pharma's official website, is not included in the new structure. The company's website also lists A S F Rahman as chairman, Iqbal Ahmed as managing director and several other directors.
BSEC Executive Director Abul Kalam clarified that the commission's action should not be described as approval of the new board.
“The commission gave a no-objection. This is not approval because the voting is a matter for the company.”
He said the NOC was linked to the withdrawal of the company's legal case against BSEC's earlier orders concerning board reconstruction.
According to Kalam, if the company withdraws its case, BSEC will also withdraw its earlier orders related to the board reconstruction.
BSEC had previously reconstituted the Beximco Pharma board by appointing nine independent directors, without sponsor directors. The latest arrangement will replace that structure with a smaller mixed board comprising sponsor, bank-nominated and independent directors.
Kalam said BSEC also considered the interests of foreign investors in reaching the settlement, as Beximco Pharma has London-listed TDRs.
He said BSEC obtained a legal opinion from its panel lawyer concerning the court's direction for an amicable settlement between the parties.
“Foreign investors are here, and since the TDR is listed in London, their interests were considered.”
He said the commission considered the company's application, foreign investors and government instructions before reaching what he described as an amicable solution through discussions and settlement.
The BSEC also decided to withdraw two earlier orders issued on December 31, 2024 and January 15, 2025, subject to the company withdrawing its relevant legal case.
The BSEC's latest decision therefore changes the board structure significantly, while Salman F Rahman, who remains listed on the company's website as vice chairman, is absent from the new structure.