The Bangladesh Association of Publicly Listed Companies (BAPLC) has sought regulatory reforms to make the capital market more attractive for businesses, including easier listing rules, greater flexibility in IPO fund use and a long-term roadmap for market development.
A BAPLC delegation led by its President Riad Mahmud met Bangladesh Securities and Exchange Commission (BSEC) Chairman Masud Khan and other commissioners at the Securities Exchange Bhaban in Dhaka recently to discuss issues affecting listed companies and capital market growth.
The association proposed changes to ease business operations, encourage quality companies to raise capital through initial public offerings (IPOs), improve investor confidence and create a more predictable regulatory environment.
BAPLC sought relaxation of restrictions on managing directors, chief executive officers, chief financial officers, company secretaries and heads of internal audit and compliance holding similar positions in companies within the same group.
It said allowing common management structures with safeguards such as board approval, disclosure requirements and conflict-of-interest measures would reduce costs, improve efficiency and encourage more subsidiaries and group companies to enter the market.
The association also sought greater flexibility in using IPO proceeds for loan repayment. Under existing rules, companies can use up to 30 per cent of IPO proceeds for repaying outstanding loans under certain conditions.
BAPLC said the limit restricts financial restructuring and discourages strong companies from listing. It proposed allowing repayment of genuine business borrowings, including classified or rescheduled loans, subject to disclosure and regulatory oversight.
The association said such changes would strengthen company balance sheets and encourage more quality IPOs.
BAPLC also sought an update on the draft Corporate Governance Rules 2026, stronger enforcement against market manipulation and insider trading, and a Capital Market Development Roadmap 2026–2030 with clear targets for IPOs, institutional investment, corporate bonds, liquidity and foreign investment.
The association raised concerns over groups it described as “AGM parties”, alleging that some individuals buy small amounts of shares before annual general meetings and seek financial benefits by threatening disruptions. It urged regulatory measures to protect listed companies and genuine shareholders.
BAPLC also requested flexibility over a proposed corporate social responsibility requirement of 1 per cent of pre-tax profit, saying it could add pressure on companies during economic uncertainty. It sought BSEC’s intervention with relevant authorities on the matter.
The association recommended regulatory frameworks for employee stock option schemes and share buybacks, saying these could help companies retain talent, align employee interests with shareholders and provide financially strong companies with flexibility in managing surplus funds.
It also sought clarification on credit information reporting for independent and nominee directors, saying directors should not face adverse credit records solely because of their board positions.
BAPLC requested a framework to ensure the credit status of nominating institutions does not unfairly affect listed companies where nominee directors serve.
The association raised concerns over ambiguity in the definition of beneficiaries under the Workers’ Profit Participation Fund and called for clearer rules to ensure benefits reach intended workers.
For female independent directors, BAPLC proposed shifting from profession-based eligibility requirements to a competency-based approach covering expertise in technology, artificial intelligence, cybersecurity, healthcare, pharmaceuticals, engineering, manufacturing, environmental, social and governance issues, climate risk, supply chain management and digital transformation.
It also proposed a board skills matrix, an independent directors talent registry and governance training programmes to expand the pool of qualified women directors.
The association further requested coordination between BSEC and the Insurance Development and Regulatory Authority to resolve possible conflicts over joint shareholding requirements for insurance company sponsors, promoters and directors.
BAPLC said the proposed reforms would help create a transparent, business-friendly and predictable regulatory framework to support long-term capital market development.
