Election of Directors

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Board of Directors Governance at Greater Scaup

At Greater Scaup, we are committed to adhering strictly to the Companies Act, 1994 of Bangladesh and our company’s Articles of Association in all matters related to the governance, election, and management of our Board of Directors.

1. Election and Appointment of Directors

According to the Companies Act, 1994 and the Articles of Association of Greater Scaup:

Directors are elected by the shareholders at the Annual General Meeting (AGM) through an ordinary resolution.
Every private limited company must have at least two directors, and a public limited company must have at least three.
The first directors are named in the Articles or appointed by the subscribers at incorporation.
Directors may be re-elected or changed upon completion of their term, as per the company’s governing documents.

2. Appointment of the Chairman

According to the Companies Act, 1994 and the Articles of Association of Greater Scaup:

Directors are elected by the shareholders at the Annual General Meeting (AGM) through an ordinary resolution.
Every private limited company must have at least two directors, and a public limited company must have at least three.
The first directors are named in the Articles or appointed by the subscribers at incorporation.
Directors may be re-elected or changed upon completion of their term, as per the company’s governing documents.

3. Appointment of the Managing Director (MD)

The Board may appoint one of the directors as Managing Director, subject to the terms and conditions agreed upon and the Companies Act.
The MD may be entrusted with executive powers and operational responsibilities of the company.
Such appointment must be reported to the Registrar of Joint Stock Companies and Firms (RJSC) within 14 days using the prescribed Form (Form XII).

4. Tenure and Retirement of Directors

Directors typically hold office for a term mentioned in the Articles (often 3 years) and may retire by rotation.
A retiring director is eligible for re-election at the AGM.

5. Removal of Directors

As per Section 106 of the Companies Act, 1994, shareholders can remove a director by passing an ordinary resolution in a general meeting before the expiry of their term.
Notice of intention to remove a director must be given to the company and the concerned director before the meeting.
The director has the right to be heard before the resolution is passed.

6. Amendment of Articles of Association

The Articles of Association of Greater Scaup may be altered by passing a special resolution (requires at least 75% votes in favor) in a general meeting.
A certified copy of the special resolution along with the amended Articles must be filed with the RJSC within 15 days of passing the resolution.
Amendments may include provisions related to directorship, powers of directors, appointment procedures, and other internal governance matters.

7. Compliance and Reporting

All changes in the composition of the board, including appointments, resignations, or removals, must be filed with the RJSC using the prescribed forms and within stipulated timeframes.
Greater Scaup ensures full compliance with all statutory obligations to maintain transparency and good governance.