The Bangladesh Bank has made it mandatory for all banks accurately documenting the board members’ opinions, including dissenting views or Notes of Dissent, in the official minutes of board and committee meetings.
The circular, issued on Monday by the central bank’s Banking Regulation and Policy Department, is aimed at improving transparency and accountability in bank governance.
The new circular reinforces an earlier circular of 11 February 2024 that outlined the roles and responsibilities of bank boards and their auxiliary committees.
The central bank observed that many banks have failed to comply with that earlier directive, often omitting important deliberations, observations, and dissenting views from their official records.
Such practices undermine the effectiveness of board oversight and limit the ability of directors to contribute meaningfully to institutional decisions, the circular said.
Under the new directive, if any board member expresses a differing opinion, raises concerns, or formally submits a Note of Dissent during discussions on any agenda item, those views must be comprehensively recorded in the meeting minutes.
In addition, discussions and recommendations made during the meetings of the board or its supporting committees must be properly reflected in the records.
The Bangladesh Bank also mandated that if a central bank observer attends a meeting and shares views or observations on any agenda item, those comments must be documented as well.
The central bank clarified that all other provisions of the previous circular issued in February 2024 remain unchanged.
This move comes as part of a broader effort by the Bangladesh Bank to reform the banking sector and enforce better governance practices, following years of criticism over poor oversight, politically influenced decisions, and weak accountability mechanisms, BB officials said.
The regulator believes that properly documenting board-level discussions, especially differing opinions, is essential to ensure checks and balances and to prevent undue influence in critical matters such as large loan approvals, risk management, and internal audit findings, they said.
By holding directors more accountable for their opinions and decisions, the Bangladesh Bank hopes to enhance institutional discipline and rebuild public confidence in a sector that has long struggled with non-performing loans, corruption, and regulatory laxity, they added.
