BAPLC proposes 2026-30 roadmap to strengthen capital market

The Bangladesh Association of Publicly Listed Companies (BAPLC) has proposed a clear and measurable Capital Market Development Roadmap for 2026-30, with specific priorities, targets and timelines to ensure policy stability and regulatory predictability.

The proposal was made at a meeting between BAPLC and the Bangladesh Securities and Exchange Commission (BSEC) at the commission's Agargaon office on 24 September.

BAPLC President Riad Mahmud led the association's delegation, while BSEC Chairman Masud Khan and Commissioners Tanwir Habib Rahman, Md Nafeez Al Tarik and Hossain Sadat attended the meeting.

The association said the roadmap should be developed through consultations with all relevant stakeholders and provide a long-term framework for coordination among the regulator, stock exchanges, listed companies, institutional investors and other market participants.

It proposed focusing on improving IPO quality, increasing institutional investment, developing corporate bonds and other investment products, and improving market liquidity. 

More flexibility in IPO proceeds

BAPLC proposed raising the existing 30% limit on the use of IPO proceeds for loan repayment under the Public Offer of Equity Securities Rules 2025.

It said many potential issuers have financed business expansion through long-term industrial loans and should therefore be allowed greater flexibility to use IPO proceeds to repay loans, including classified or rescheduled loans, subject to proper disclosure, regulatory oversight and investor protection.

Same-group executives

The association also sought an exception to the Corporate Governance Code provision that bars key executives of a listed company from simultaneously holding executive positions in another company.

BAPLC proposed allowing such arrangements within the same corporate group, citing the prevalence of group and family-owned businesses in Bangladesh.

It suggested safeguards including board approval, prior BSEC approval, proper disclosure and compliance with conflict-of-interest and related-party transaction rules.

Action against 'AGM parties'

BAPLC urged BSEC to take action against what it described as "AGM parties" who allegedly buy nominal shares before record dates and later demand money or other benefits from companies ahead of annual general meetings.

The association said such groups may create disorder or disrupt AGMs if their demands are not met, affecting genuine shareholders and corporate governance.

It called for preventive measures and regulatory action against the practice.

Surveillance, buybacks and board diversity

BAPLC also called for stronger surveillance and enforcement against market manipulation, insider trading and other irregularities.

It proposed regulatory frameworks for employee stock option plans and share buybacks, saying these could provide additional options for listed companies and investors.

On female independent directors, the association recommended shifting from profession-based eligibility to a competency-based approach. It suggested considering expertise in technology, artificial intelligence, cybersecurity, engineering, manufacturing, ESG, climate risk and digital transformation.

It also proposed a National Independent Directors Talent Registry and a Board Skills Matrix to better match directors' expertise with companies' needs.

Other proposals included reviewing CIB reporting requirements for independent directors, clarifying the definition of beneficiaries under the Workers' Profit Participation Fund, and allowing companies to allocate 1% of expenditure to CSR activities.

The BAPLC document presented the proposals for discussion with BSEC. It did not indicate that the commission had formally accepted the proposed roadmap or set a timeline for its implementation.