Good corporate governance means establishing a management structure and mechanism within the organisation to create relations between PTT’s Board of Directors, the management, staff and shareholders to serve the best interests of shareholders, taking into account the interests of all stakeholders. PTT’s corporate governance embraces the following six principles

1. 1
Corporate Good Governence
The purpose of this paper is to understand the present situation and the potential
of corporate good governance in Bangladesh. We did our literature review from
three sources, those are journal, news paper and internet. This study focused on
the state of Corporate Governance (CG) in three sectors of the economy: the
private company (public- listed company), the financial enterprises, and the State
Owned Enterprises (SOEs).
Introduction:
The need for corporate governance arises from the potential conflicts of interest
among
Stakeholders in the corporate structure. These conflicts of interest often arise
from two
main reasons. First, different stakeholders have different goals and preferences.
Second,
the stakeholders have imperfect information as to each others actions,
knowledge, and
preferences.
Objectives of the Study:
The broad objective of the study is to understand the state of corporate
governance in
public, private and financial organizations in Bangladesh. In particular, the study
is
expected to know the followings:

2. 2
a. The current practice of corporate governance in terms of accountability to its
stakeholders
b. How far the current practice of corporate governance passes the test of
fairness.
c. Whether corporate governance system in Bangladesh is transparent for all
stakeholders.
What is Corporate Governance?
Different authors view the meaning of corporate governance differently. For
example,
one school of thought describe corporate governance as a “system” by which
companies
are directed and controlled (Cadbury and Greenbury Report, CFACG 1992);
another
school views corporate governance as “structures and processes for decision
making,
accountability, control and behavior at the governing body” (Public accounts
and
Estimates Committee, 2002); to others corporate governance is about “finding
ways” to
ensure effective decision making (Pound 1995).
Three sources:
1. Internet
Corporate Governance in Bangladesh: Link between Ownership and
Financial Performance
Omar Al Farooque, Tony van Zijl, Keitha Dunstan and AKM Waresul Karim
Tony van Zijl: Victoria University of Wellington
Keitha Dunstan: Victoria University of Wellington
AKM Waresul Karim: Victoria University of Wellington
Corporate Governance: an International Review, 2007, vol. 15, issue 6, pages
1453-1468

3. 3
Abstract: This paper investigates empirically the effect of board ownership on
firm performance in Bangladesh. By estimating single equation and
simultaneous equation models on an unbalanced pooled sample of listed firms, it
offers some new insight into the ownership-performance link in Bangladesh.
Building on extant literature, it examines the ownership-performance
relationship in an emerging market economy considering ownership as
exogenous and as endogenous. The latter approach is favoured as recent
empirical evidence shows that ownership and performance are endogenously
determined and there is either a reverse-way or two-way causality relationship
between the two
Corporate governance underscored for sustainable growth
Mon, Jul 18th, 2005 12:00 am BdST
Dhaka, July 18 (BDNEWS) – The speakers at a seminar Monday underscored
the need for implementation of the corporate governance (CG) in the enterprises
for ensuring of fostering sustainable growth in economy by all its components.
The entrepreneurs, experts and academicians stated this at the seminar on
“Corporate Governance and Control”, organised jointly by the Dhaka Chamber
of Commerce and Industries (DCCI) and Centre for Development Research
Bangladesh (CDRB) at the DCCI auditorium.
Chairman of the Securities and Exchange Commission (SEC), Dr Mirza Azizul
Islam, Deputy Governor of Bangladesh Bank Muhammad A (Rumi) Ali,
Registrar of Joint Stock Companies M Abdul Quayyum and others spoke, with
DCCI President Sayeeful Islam in the chair.
Dr Kabir U Hossain, Professor of New Orleans University in the USA presented
the keynote paper.
Mirza Azizul Islam said that the corporate governance in the companies could
ensure transparency as there are different issues like comprehensive information
on financial statement, compliances and social issues of the enterprises were to
be ensured under such system.

4. 4
According to Sayeeful Islam, an economy with sound systems of Corporate
Governance (CG) is rewarded with more investment and higher quality
investors. “If we establish large scale industries from our small and medium
enterprises (SMEs), we should ensure corporate governance in our companies,”
he added.
The system would enable capital market, private investors from home and
abroad, international donors and financial institutions to identify and fund
successful enterprises.
He added that the CG in all types of economies focuses on: building a structure
and rules to govern the board of directors of a company, creating independent
audit committees made up of the board members of the enterprise, ensuring
disclosure of all relevant information to shareholders and creditors, including
business risk analysis, and controlling management.
In this regard, Rumi said that the Bangladesh Bank cannot take action directly
against the defaulters, it could guide the commercial banks to refrain in
disbursing any loan to the defaulters and to recover the loan.
.
3 News paper:
Corporate governance won’t improve without good governance at national level:
Saifur
Sun, Jul 31st, 2005 12:00 am BdST
Dhaka, July 31 (BDNEWS) – Finance and Planning Minister M Saifur Rahman
Sunday said corporate governance would not improve without good governance
at the national level.
“The government and its agencies have to be good enough to ensure that
maintain ethics and fairness in their operations,” Saifur said at the concluding
session of the two-day conference on “Corporate Governance in Bangladesh.”
He said good governance at national level could only protect the rights and
interest of the minority shareholders, consumers, suppliers and all other
stakeholders.

5. 5
Criticising the directors and auditors of companies, he said laws need to be
enacted to check fraudulent practices and ensure transparency and accountability
of the corporate houses.
Vice Chancellor of Dhaka University SMA Faiz, Kim McQuay, Resident
Representative of the Asia Foundation, Bangladesh and DSE CEO Salah Uddin
Ahmed Khan addressed the conference.
The conference recommended initiating awareness building programmes among
the directors, executives, and shareholders, bringing changes in the regulatory
framework, formulation of code of conduct for companies, formation of
independent audit committee and strengthening of regulatory bodies to ensure
good corporate practices in Bangladesh.
BDNEWS/2054 hrs.
Analysis of literature review:
From the above journal, news paper and internet report it is clear that we are
well behind with the practice of corporate governance compare to our neighbor
country as well as other countries. In our country a very few company maintain
corporate governance practice which is not that much effective for our economy
development. Many people talk about corporate governance in different time but
all of them simply indicating and agree with one thing that we should practice
more and more over the corporate governance .
Findings and Conclusion:
From the above sources and by analyzing the literature review it is clear that
every company should have a standard format for practicing the corporate
governance. For better economy and well establishment in business sector it is
mandatory to do corporate governance practice from small business to larger
industrial sectors..
This study focused on the state of Corporate Governance (CG) in three sectors
of the
economy: the private company (public- listed company), the financial
enterprises, and the
State Owned Enterprises (SOEs). To understand the state of CG, three broad
aspects of

6. 6
governance and management issues were studied. These are: a) shareholders’
rights, b)
public disclosure of information, c) effectiveness of the Board. Within each of
these
many sub-categories were studied which were discussed above.
The study used interviews with key stakeholders, experts and executive, of these
types of
companies, a questionnaire survey and also group discussions to arrive at the
following
conclusions.
Shareholders Rights and Disclosures of Information
In terms of three sectors, this study found that financial and private institutes are
more
state is capable of abusing the rights of minority shareholders. State Owned
Enterprises
need to improve the practice of disclosure of information to all shareholders, so
that other
shareholders feel that they are treated equitably. The state’s track record in terms
of
respecting rights of all the stakeholders has a significant impact on the value of
shares in
the market and it is important for the company’s future growth. As more and
more SOEs
are considering floating shares in the market
Effectiveness of the Board of Directors
Four separate issues were studied to understand the effectiveness of the board.
An
effective board is a sign of healthy corporate culture. These are discussed below.
CEOs are expected to carry out the vision of the board, take decisions and report
to the

7. 7
boards the status of the organization on a regular basis. Board is expected to
evaluate the
performance of CEO in order to ensure good practice of corporate governance.
In this
particular case financial institutions and State Owned Enterprises are doing
better than
the private enterprises. Private organizations rarely evaluate their CEOs, this
could be
because in many cases CEOs are directly linked and/or have more shares than
the other
members of the board. This practice will not create a healthy and effective board
culture.
significant influence in the decision making process of the board. It is therefore
concluded that the spirit of appointing independent directors taken seriously and
individual with expertise and reputation should be appointed as independent
directors.
Board of the directors appoints statutory committees to ensure accountability,
transparencies, and fairness. OECD Principles, Basel corporate governance
guidance and
others have stressed the importance of specialized committees of the board.
Audit
Committee, Compensation Committee, Nomination Committee, and Risk
management
committee (for the financial institution) are but few such specialized committees
which
where we find existence of all the three committees. Although audit
committees were present in all three sectors, their effectiveness is questionable,
especially in private and in financial institutions.
Given the above discussion and findings, it is fare to conclude that corporate
culture in
Bangladesh is still in a state of infancy.