The Analysis Of Corporate Governance In Bangladesh

Bangladesh is one of the least economically developed countries in the world. A lack of corporate governance creates problem for the economic development of the country. This study has been undertaken to observe whether corporate governance is being well-executed in Bangladesh and to inform views about which approach to corporate governance will be more acceptable to the country. The study has examined five cases to see whether corporate governance is properly utilized in the country. It is suggested that monetary, fiscal and exchange rate policies should be applied with appropriate diligence by the Securities and Exchange Commission, the Bangladesh Bank and the National Board of Revenue. It is expected that value can be added through arranging primary and supportive activities.

Attention to inbound and outbound logistics is likely to improve productivity, enhancing profitability, long run sustainability and creating distinct competencies for the Bangladesh economy. Ultimately this may help to improve gross domestic product and the basic needs of the population. I would like to say with the utmost earnestness that a prosperous Bangladesh needs a very vibrant, free media. A thriving Bangladesh needs journalism of the highest standard. It does not need restrictive laws like the proposed Digital Security Act. Instead, a buoyant Bangladesh needs a very competitive private sector, a highly disciplined banking sector and an accountable and transparent administration. For Bangladesh to flourish, it needs a democratically elected government as it has had since the fall of autocracy. For Bangladesh to grow, it needs a dynamic but mutually respectful collaboration between the free media.

For example, the government makes policies, takes important administrative steps, implements huge, highly expensive projects. How will the government know if that project is being implemented properly? How will the government know if their policies are actually serving the people they wanted to serve in the first place? How will they know what people think of their policies and of the government as a whole? How will they know the alternatives to their own policies if dissenting views are not heard? Will the bureaucracy tell them the facts on the ground? Will the official channels tell the truth? Government after government has fallen in many parts of the world, including ours, because they solely depended on official channels to learn the truth on the ground. Only a free media will tell the government the truth. So a democratic government must always realize that for their own good, for their own success, more than anything else, they need a free media.

Introduction of a specialized Commercial Court will be a valuable addition to our present judicial system and will alleviate many problems being faced by the business community in Bangladesh. Since the Courts of Bangladesh are already overburdened with cases and some disputes take several years before a judgment is received, it is hoped that with the introduction of specialized Commercial Courts, parties will be able to resolve their business disputes quickly and in a cost-effective manner. If Bangladesh introduces a separate and specialized Commercial Court, then the number of business disputes pending before the lower Courts will be significantly reduced. This will in turn lead to a qualitative resolution of disputes.

For example, recently India and Singapore have adopted a similar approach in order to improve their legal system's effectiveness vis-à-vis enforcement of business contracts. In 2015, the Government of India has passed the Commercial Courts, Commercial Division and Commercial Appellate Division of High Courts Act 2015, which is an important step taken by India to expedite the justice delivery system at least as regards commercial disputes. The said Act introduces setting up of separate commercial courts, having ordinary original civil jurisdiction, in order to deal with commercial disputes of a specified value exclusively. The said Act also requires the separate Commercial Appellate Divisions to hear appeals from the judgments of the specialized Commercial Court and endeavor to dispose them within 6 (six) months of their filing date.

The Development of the Commercial Speech Doctrine

A large number of people in the world today no longer believe in the sanctity of people's absolute right to unfettered and unrestricted speech; preferring speech, rather, to have some restrictions as people increasingly find more and more types of speech offensive. In Bangladesh, with the adoption of various laws such as the Digital Security Act, 2018, that is now literally the case. The past year, regrettably, has been a bad one for human rights. Stories of extrajudicial killings, enforced disappearances, political violence, and violence on minority communities have appeared on the pages of this newspaper all too frequently, and people in general feel that their basic human rights are not being safeguarded. As we move into 2018, a priority for our leaders should be to clean up the messy human rights situation in the country, and assure the people that their rights will be respected. In order to safeguard human rights, however, it is absolutely imperative that the freedom of the press is respected, and journalists can do their job without undue harassment or fear of persecution.

Last year, some 122 journalists faced repression and assault at the hands of law enforcement officials, influential people, local representatives, and other government officials. It is the duty of the press to hold a democratic government accountable for its actions, and freedom of speech and right to information are the cornerstones of good governance. Last year saw 54 people being sued under Section 57 of the ICT Act, which sets an alarming precedence for the health of freedom of speech in the country. If Bangladesh is serious about its development goals, then it simply cannot afford to ignore the elephant in the room that is human rights people must be protected, and those who violate human rights must be brought to book without delay.

Commercial Speech for Professionals and Corporations

The free media serve as a mirror in which the public can see itself sans mascara and styling gel. From us you learn the state of your nation, and especially its management by the people you elected to give your children a better future. Sometimes the image you see in that mirror is not a pleasant one. But while you may grumble in the privacy of your armchair, the journalists who hold the mirror up to you do so publicly and at great risk to themselves. That is our calling, and we do not shirk it.”“Corporate and Commercial Law Conference 2018” in Bangladesh organized by Think Legal Bangladesh, an online legal resource platform. One of the panel discussions on "Company Law: The need for reforming the Companies Act, 1994” focused on high level concerns with the Companies Act and possible reform.

First Amendment Rights of Media Corporations

The government should seriously take the lead to not only recognize press freedom under the Constitution, but also to protect the freedom in practice. The government should understand that curtailment of press freedom is one of the factors that makes democracy and rule of law vulnerable. A more secure and sustainable balance between regulating and promoting press freedom needs to be devised and fine-tuned to ensure the fundamental right to freedom of the press in Bangladesh. It is to be noted that mere existence of laws that aim to restrict freedom of the press is sufficient to create an environment where journalists apply self-censorship. Therefore, repeal or amendment of the existing colonial legislation should be the first priority, leading to a reduction in the government's armory of repressive legislation.

The people of Bangladesh are supposed to enjoy the benefits of such specific constitutional guarantee to right to free press. However, unlike right to freedom of thought and conscience, the Constitution has subjected the right to press freedom to reasonable restrictions. Restrictions imposed upon freedom deserve jurisprudential explanation to clearly perceive the actual meaning of press freedom. Because the sphere of press is no more confined within the limit of print media only; online sphere and social media – what is popularly known as 'new media' – has now a big role to play in disseminating news and views. In other words, press freedom consists of the right to publish views not only in the newspaper, but also in online media.

First Amendment Rights of Non-Media Corporations

We see a different picture in Bangladesh. Recently, the government has introduced drafts of National Online Mass Media Policy 2015 and Digital Security Act (2016). In the past we have witnessed similar policies including National Broadcasting Policy (NBP) 2014, Bangladesh Information Security Policy Guideline 2013 and Information and Communication Technology (Amendment) Act 2013. Sadly, many parts of these policies and acts are contrary to freedom of expression and press freedom. Journalists and freethinkers are being framed, attacked and killed for reporting corruption and while on duty to cover news. Ruling party men often, feeling aggrieved or defamed, filed cases against journalists. According to Deutsche Welle, more than 100 arrests have been made under the ICT Act for alleged defamation of Bangabandhu and his kin. None of these cases were filed by the victim; rather, party men took the matter to court.

The tendency is quite worrying. If not checked immediately, this tendency will turn out to be a political monster that may result in permanent damage to democratic values, freedom of expression, press freedom and the country's development. Media plays a crucial role in a democratic society as it ensures citizen's right and access to information. People need to know their rights; they should be able to question and ensure their rights. Media understands that citizen's participation is the key to a democratic society. It acts as the medium between policymakers, legislative bodies or other stakeholders and the people. Media has played an important role in all the critical historical moments in Bangladesh. At different times, media has pointed out the role that should be played by different political parties. We find media vocal on a number of other issues too such as corruption and violence. Media helps create awareness on these issues.

First Amendment Protection for Unsolicited Mail Advertising

In the 1970s, however, the Supreme Court began to extend moderate First Amendment protection to commercial messages, recognizing consumers’ strong interest in information about the price, availability, and characteristics of products and services for sale. Importantly, advertising was accorded a lesser degree of protection than core speech. The Court reasoned that advertising is heartier than core speech, because marketers should be able to verify the accuracy of what they are claiming and because economic self-interest makes it unlikely that even broad regulation will deter advertisers from communicating to potential customers.

First Amendment Rights of Professionals

One of the initiatives by the government should be to promote the idea of access to justice as a value to our law graduates, inspiring law students with the idea of legal aid so that they are encouraged to take pro bono cases upon starting their practice in the court. Most universities in Bangladesh now teach law, but sadly, almost all of these institutions are failing to produce lawyers who are truly dedicated to justice. Many developed countries utilize law clinics in order to deliver legal help to the poor, alongside the students, who also benefit from the experience and implicit ethical learning. If those who are in need of such services are unaware of the facilities that are available to them, then the benefits of such facilities prove to be negligible.

Lawyer Solicitation

It is the duty of every Advocate to uphold at all times the dignity and high standing of his profession, as well as his own dignity and high standing as a member thereof. An Advocate shall not solicit professional employment by advertisement or by any other means. This clause shall not be constructed as prohibiting the publication or use of ordinary professional cards, name plates or conventional listings in directories, so long as the information contained therein is limited to professional and academic qualifications and public offices currently held, and does not contain any matter which savors of personal advertisement. No division of fees with any person for legal services is proper, except with another Advocate based upon the principle of division of work as expressed in the agreement between the Advocates.

Truthful Commercial Speech

The history of modern-day Bangladesh is rife with such scandalous claims and uncorroborated assertions made by people in positions of authority, who seem to use them to deflect attention away from the truth, as well as outright rejection of any and all unwanted statistical interference from independent platforms. Truth for them, to borrow from American singer Bobby Brown, is “too hot to handle, too cold to hold” better left buried, never to be touched. The hostility towards unflattering reflections on the performance of a sitting administration has reached a point where the only diversity not welcome is the diversity of opinion. Partisan interests are protected by a culture of denial and groupthink, with layers of deniability plausible and implausible created to protect those in power from the consequences of their failures and transgressions.In recent days, the best example of implausible deniability has been set by a proctor of Dhaka University. When asked about the university administration's failure to take action even after three days and multiple incidents of assaults on the students demanding quota reforms in public service recruitment, he said nobody had “informed” him of the attacks. Feigning ignorance has clearly its benefits. But you could be forgiven even if you didn't appreciate the virtue of ignorance.