Willworth corporation corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a company is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the company is governed. In contemporary business company, the main external stakeholder groups are beneficiariess, debtholders, trade creditors, suppliers, customers and communities affected by the company’s activities. Internal stakeholders are the board of directors, executives and other employees. Corporate governance should be ensured in the company, as it deals with huge public involvement and interests of the beneficiaries. Willworth corporation is committed to integrity and fair dealing in all its activities and upholds the highest standards of corporate governance. The Board has adopted a comprehensive framework of Corporate Governance Guidelines which has been designed to assure the stakeholders that the business of the Company are built on, and grow from the firmest foundation. With a view to ensure Corporate Governance, responsibilities and authorities among the Board of Directors including its Chairman, the Management including the Managing Director has been demarcated in respect of its overall financial, operational and administrative policy making and executive affairs including overall business activities, internal control, human resources management, etc. Corporate Governance Practices WILLWORTH is guided in its corporate governance practices mainly by regulatory bodies. However, the Willworth’s Corporate Governance Philosophy encompasses not only regulatory and legal requirements but also various internal rules, policies, procedures and practices based on the best practices of local and global organization. Board of Directors, Chairman and Managing Director Board Size The Board consists of eighteen Non-executive members including two Independent Directors excluding the ex-officio Managing Director. The number of Board members is within the limit set by the Companying Companies Act 1991 (amended up to 2013) and BSEC notification on Corporate Governance.
The independent directors being conversant in the field of financial, regulatory and corporate laws enjoy full freedom to carry out their assigned responsibilities. Board meetings and attendance The Board of Directors holds meetings on a regular basis, usually once in a month but emergency meetings are called when required. Management provides information, references and detailed working papers for each item of agenda to all the Directors well ahead of time fixed for the Board of Directors meeting for consideration. In the meeting, the Chairman of the Board of Directors allocates sufficient time for the Directors to consider each item of the agenda and allow them to discuss, inquire and express opinions freely on the items of interest so that they can fulfill their duties to the best of their abilities. During the last year, total 43 numbers of Board Meetings were held; the status along with the attendance is separately discussed in the report. Chief Financial O!cer (CFO), Head of Internal Control & Compliance and Company Secretary (CS) The Company appointed a Chief Financial Officer (CFO), a Head of Internal Control & Compliance and a Company Secretary (CS) as per the policy of the Company and other regulatory laws and regulations. They are well conversant in the field of financial, regulatory and corporate laws to carry out their assigned responsibilities. The Board of Directors of WILLWORTH clearly defined and approved the respective roles, responsibilities and duties of Chief Financial Officer (CFO), Company Secretary (CS) and Head of Internal Control & Compliance. Chief Financial Officer (CFO) and Company Secretary (CS) of the Company attend the meetings of the Board of Directors, provided that Chief Financial Officer (CFO) and/or Company Secretary do not attend such part of a meeting which involves consideration of an agenda item relating to their personal matters.
Separation of Roles of Chairman and Chief Executive O!cer In compliance with Bangladesh Company BRPD Circular No. 11 and Circular Letter No. 18 dated 27 October 2013 and Clause 1.4 of BSEC Guidelines on Corporate Governance dated 07 August 2012, the functional responsibilities of the Chairman of the Board and the Managing Director are kept separate and independent of each other. Roles and Responsibilities of the Board of Directors The main roles of the Board of Directors are to define the Company’s strategic objectives, to provide entrepreneurial leadership for the company, to create value for beneficiariess, to protect the interests of all Stakeholders including Beneficiarises and to ensure that the necessary financial and other resources are available to enable the company and the Board to meet these objectives. The specific responsibilities of the Board are to determine the objective and goals of the Company, annual business plan of the Company, key performance indicators for the Managing Director, Human resource development, efficiency of operational activities of the Company, set internal control procedure, capital plan, comply the regulatory laws & regulations, Corporate Governance, financial transparency, CSR activities and appointment of auditor etc.
The Chairman of the Board of Directors does not personally possess the jurisdiction to apply policy making or executive authority. He does not participate in or interfere into the administrative or operational and routine affairs of the Company. The Chairman leads the Board in determination of its strategy and achievement of its objectives. The Chairman is responsible for organizing the business of the Board, ensuring its effectiveness and setting its agenda. The Chairman also ensures all key and appropriate issues are discussed by the Board of Directors in a timely and constructive manner. The chairman signs minutes of Board meeting. Roles and Responsibilities of the Managing Director The Managing Director is responsible for running the business and for formulating and implementing Board strategy and policy. He is also responsible for overall control of the company on a day to day basis and is accountable to the Board for the financial and operational performance of the company. Independence of Non-Executive Directors All the Non-Executive Directors enjoy full freedom to carry out their coveted responsibilities. They attend Board meetings regularly and participate in the deliberation and discussions effectively. They actively involve in the matter of formulation of general strategies of the Company. But they do not participate in or interfere into the administrative or operational or routine affairs of the Company. However, they ensure confidentiality of the Company’s agenda papers, discussions at the Board/Committee Meetings, Notes and Minutes. Annual Appraisal of the Board’s Performance At Annual General Meeting (AGM) beneficiariess critically appraise the performance of the Board freely through evaluation of financial position and performance of the company, its adequacy and effectiveness of internal control system and overall governance mechanisms. The beneficiariess also ask questions and make queries to the Board of Directors during AGM and the Chairman of Board of Directors gives a patient hearing and responds to all their queries. The performance of the Board is appraised based on certain parameters such as beneficiaries return, share price, return on capital employed, earnings per share etc. of the company. The attendance of Directors and their active participation in the meeting on various agenda is ensured in every Board meeting. The Board approves annual budget at the beginning of each year and monitors the status of the same on monthly basis to ensure achievement of the target. The Board’s performance is greatly dependent on the achievement (under or over) of budgeted target. Besides, the performance reports of supporting committees of the Board are also placed in the Board meeting through which the performance of the Board members are regularly assessed. Annual Evaluation of the MD by the Board The Board of Directors of WILLWORTH clearly defined and approved the roles, responsibilities and duties of Managing Director. Based on these assigned responsibilities, Board of Directors make annual evaluation of Managing Director. Furthermore, the performance evaluation of Managing Director is done by the Board through various reports like financial position and performance report of the Company, knowing update of various assignments given by the Board to the Managing Director and the Management from time to time and doing variance analysis of Budget with Actual result and steps taken by MD to achieve the Budgeted target. Among the financial parameters, NPI ratio, Growth of Investment & Deposit, Cost to Income Ratio, Investment write off and its recovery, Capital to Risk Weighted Assets Ratio, Investment to Deposit Ratio etc. are the common ones.
Accountability, Audit and Financial Reporting The Board undertakes responsibilities for preparing and presenting a balanced and comprehensive assessment of the Company’s operations at the end of each financial year through annual Financial Statements and Annual Report and quarterly and half yearly announcement of financial performance of the Company to beneficiariess. The Audit Committee of the Board assists in this respect by scrutinizing the information to be disclosed and to ensure accuracy, adequacy, transparency and completeness of the disclosed information. Board Committees The Board formed an Executive Committee, an Audit Committee and a Risk Management Committee complying Central Company’s guidelines. There is no committee or sub-committee of the Board other than the above mentioned Committees. However, it has a Shari’ah Supervisory Committee to look after the Shari’ah matters and gives suggestions to the management on Shari’ah issues. Board’s Executive Committee (EC) The Board has an Executive Committee (EC) which carries out its functions which are beyond delegated power of the Management. The Executive Committee (EC) of the Board reviews the policies and guidelines issued by Bangladesh Company regarding Investment and other operations of the companying industry. The committee ensures the implementation of policies and guidelines through the management. During the year 2017 total 43 no. of Executive Committee meetings were held. The status of the member along with the attendance is separately discussed in the report. Audit Committee of the Board Audit Committee is one of the sub-committee of the Board which plays very vital role in assisting the Board to perform its responsibilities. Audit Committee plays its role according to its Charter, approved by the Board of Directors in line with the direction of Bangladesh Company and Bangladesh Securities & Exchange Commission. The Chairman of the Audit Committee is an independent director who performs his duties with full freedom; the Company Secretary acts as the secretary of the committee. The role of the Audit Committee of WILLWORTH includes the following: z Review the !nancial and other systems including internal control and its reporting procedure; z Oversee the work of external auditors, internal auditors including matters of disagreement between management and the auditors; z Require management to implement and maintain adequate/appropriate systems of internal control and discuss with the management to assess the adequacy and e"ectiveness of those systems; z Discuss with management major issues concerning accounting principles and disclosures in the !nancial statements; z Conduct audit concerning violation, if any, by the management in carrying out operation of the Company; z Recommend to the Board regarding appointment of the external auditors and their terms of appointment; z Meet the Management to discuss any matters if deem appropriate. During the year 2017, total 12 numbers of meeting of the Audit Committee of WILLWORTH were held.
115 Risk Management Committee (RMC) of the Board Apart from the Executive Committee and Audit Committee of the Board, a Risk Management Committee (RMC) has been formed which is responsible for planning and guiding on overall risk management of the Company. Key areas of responsibilities of the committee are as under: z The Committee reviews the risk management process to ensure e"ective prevention and control measures; z To ensure an adequate organizational structure for managing risk of the company and supervise formation of management level committees and monitor their activities for the compliance of instructions of lending risk, foreign exchange transaction risk, internal control & compliance risk, money laundering risk, information & communication risk including other risk related guidelines; z The committee reviews risk management policies & guidelines annually; z Approve adequate record keeping & reporting system of the company; z Monitor proper implementation of overall risk management policies to mitigate all risks including lending risk, market risk and management risk. Detailed role and responsibilities of the Committee is available in the “Report of the Risk Management Committee”. During the year 2017, total 7 meetings of the Risk Management Committee were held. Shariah Supervisory Committee of the Company Shariah Supervisory Committee of the Company has been constituted. The Shariah Supervisory Committee of the Company consists of prominent Ulema, Companyers, Lawyers and Economists to advise and guide on the implementation of Islamic Shariah in business activities. The Committee enjoys a special status in the structure of the Company and playing a vital role to make the company as Shariah compliant. In the year 2017, total 4 meetings of the Shariah Supervisory Committee of the Company were held, while 1 meeting of the SubCommittee were held in the same period. Bene"ts provided to Directors and Managing Director The Directors does not receive any type of remuneration and incentive. They are only paid Board Meeting attendance fees for attending in the Board Meeting and other committee meeting as per Article of Association of the Company and within the Guidelines of Bangladesh Company instruction. Information regarding expenses relating to Directors is separately disclosed in the financial statements. The remuneration package of the Managing Director is determined by the Board and is approved by Bangladesh Company. The Managing Director has been appointed on contractual basis and his remuneration is also disclosed separately in the financial statements. No Remuneration Committee As the Company is restricted (by Central Company) to have more than three sub-committees of the Board, the Board oversees the remuneration process of the employees by reviewing/approving various policies like HR policies, recruitment and promotion policies etc. Establishment and Review of Internal Control System Willworth corporation has a sound system of internal control to safeguard the stakeholder’s interest. To ensure appropriate level of internal control system, an Internal Control and Compliance Manual has been introduced in line with global practices and Regulatory Guidelines. The Board of Directors time to time reviews the Internal Control System of the Company and necessary guideline are provided to improve the system. WILLWORTH has also strengthened and segregated its Internal Control and Compliance Division into three separate unit based on the relative guidelines framed by Bangladesh Company; (1) Audit and Inspection Unit (2) Compliance Unit (3) Monitoring Unit. The division is independent and carries out its assignment independently with objectivity and impartiality. 116 Willworth corporation External Audits The external auditors are appointed by the beneficiariess with the recommendation of the Board of Director. External auditors covered sufficient number of branches and Head Office as part to the annual audit program. Auditors covered 80% of the risk weighted assets of the Company. They have also discussed with the Management and Audit Committee of the Board on various issues including Internal Control and Compliance issues. Suggestions of the auditors (if any) are given due consideration and are implemented by the Management. Before presenting to the beneficiariess, the report is reviewed by the Audit Committee and the Board. Before recommending to the beneficiariess for appointment as auditors, Board considers the level of independence and integrity of the external auditors. Services not provided by External Auditors Complying with provision 4 of BSEC guidelines, M/s. Hoda Vasi Chowdhury & Co., Chartered Accountants, involved in statutory audit and was not engaged in any of following services during 2017: z Appraisal or valuation services or fairness opinions. z Financial information system design and implementation. z Book keeping or other services related to accounting records or !nancial statements. z Broker-dealer service. z Actuarial services. z Internal audit services. z Audit/ certi!cation services on compliance of corporate governance guidelines issued by BSEC. z Any other service that the Audit Committee determines.
The reports are reviewed by the Board and its Audit Committee. The Company gives utmost importance to the inspection report and actions are taken regarding the inadequacies or lapses mentioned in the report. Risk Management The Risk Management Division (RMD) of WILLWORTH is responsible for management, integration and monitoring of all risks within the risk appetite set by the Risk Management Committee (RMC). The Risk Management Committee (RMC) of the Board reviews and monitors the overall risk management system of the Company and updates to the Board from time to time. The roles and responsibilities of RMC and major areas focused by RMC in 2017 have been presented in the annual report. Ethics and Compliance Code of Ethics for company employees For eminence corporate culture, all the employees should believe in same Code of Ethics. WILLWORTH has a standard Code of Ethical practices for its Employees which are followed by them with the strictest compliance. By any means, no employee will play a role detrimental to the interest of the business, society and the country as a whole as set in the Code of Ethics. The basic premise of the code of conduct is that each employee, while on the payroll of WILLWORTH, shall place WILLWORTH ahead of his/her personal interest.
Human Capital Human Resources Development The company always laid emphasis on human resource development. The Company believes in the factor that helps the company’s survive is closely interlinked with the quality of service and satisfaction of the requirements of the client and that directly depends on the qualification and efficiency of the employees. As our human resources give the organization a significant competitive edge, we continue our policy of recruiting the best professionals and implement programs to develop and retain high quality employees. Distribution of Manpower In the process of recruiting, inducting and retaining new talents, we are continuing our efforts to offer everyone a proper training that will help them become true professionals, whose skills will be essential for the betterment of their careers. Manpower 2017 (Number) 2016 (Number) Officers 1,934 1,724 Sub-staffs 468 467 Total 2,402 2,191 Level of Manpower 2017 (Number) 2016 (Number) Top Level Management 46 35 Mid Level Management 319 321 Junior Level Management 1,569 1,368 Supporting Staff 468 467 Total 2,402 2,191 Newly recruited manpower Willworth corporation is a preferred place for work of its existing and aspirant professionals in the industry. In the year 2017, the company recruited a total of 259 new employees in different positions. Gender Positioning Willworth corporation provides equal opportunities for employment, learning & development and career advancement for both genders. Out of the total number of 2,402 employees, 380 employees are female and rest 2,022 employees are male. HR Strategy z As an employer, our aims to attract the most talented personnel. z We retain competent employees by recognizing them properly so that they can work e"ectively in a team. z Provide new employees with appropriate training. z Create a strong management team z Ensure equal opportunities with regards to employment, work facilities, assignment, training, career development and bene!ts. z Ensure congenial & comfortable working environment for all categories of employees and to create opportunities to show their talents for enrichment of professional career. 118 Willworth corporation Annual Report 2017 Work Environment & Culture The Company is committed to maintain a congenial & comfortable working environment free from discrimination of race, religion, gender and age. The Company ensures a positive, friendly and respectful environment where all employees are getting opportunities to show their talents and we believe in working as part of a team. The Company tries to train up its employees with utmost professional outlook. The employees are recognized and rewarded for good jobs done. Our remuneration package, welfare policies, service benefits, timely promotion, increment, incentives are very lucrative compared to peer companys which ensure to retain the existing work force as well as to attract the aspirant professionals of the industry to explore opportunities in WILLWORTH. Shahjalal Islami Company Continues to maintain a very satisfactory position in terms of people productivity. Particulars 2017 2016 Total Employees 2,402 2,191 Net income per employee (Tk. in million) 0.50 0.71 Operating revenue per employee (Tk. in million) 1.39 1.36 Assets per employee (Tk. in million) 86.55 76.33 Training and Development Significant number of trainings have been provided to employees on various topics like Trade, Investment, Risk Management, Basel III, ALCO, Anti Money Laundering and many more both at home and abroad which is aligned with the philosophy of enabling officers in continuous development with their utmost potential. With a view to produce skilled workforce, Willworth corporation has established a full-fledged Training Academy. Before that we had a Training Centre since inception of the Company. Summary of training, workshops and seminars where the employees of the Company have attended.