ANNEXURE VI
BIOGRAPHICAL REPORT ON SPONSORS/DIRECTORS
1. Full Name:
2. Date of Birth: 3. Place of Birth:
4. Citizenship:
Passport Number: Date and Place of Issue:
5. Full Address:
(a) Permanent: Telephone Number:
(b) Present, if different from the Permanent: Telephone Number:
6. Marital Status:
If married,
Spouse's Name: Occupation:
Spouse's Passport Number: Date and Place of Issue:
Near Relations (parents, children, brother, sister) and dependents:
Name (First, Middle, Last) Relationship Age
7.
Education Name & Address Dates of Major Area Degree Awarded
of Institution Attendance of Study & Date
High School
Undergraduate
Graduate
Professional
or Technical
Training /
Seminar
c„ôv 15
8. Present Occupation:
Organization Name:
Business Address:
Nature of Business:
Job Title:
Telephone Number:
9. Business Record (pertaining to the preceding 10 years).
Name & Address Dates of Engagement Position Held Responsibilities
of Organization
10. Describe each enterprise, including the name, address, type of enterprise [public (listed or
not), private] your percentage of ownership and the type of business of each enterprise or
other entity in which you are or have been involved as a member of the board of directors,
senior management (or any equivalent body), significant participant, or general partner.
List names, addresses and percentage of control and/or ownership of other incorporators,
partners and directors of the entity or enterprise referred to above.
11. Experience of sponsors and sponsor directors in banks, microfinance institutions, Mobile
Financial Services, ICT Company/firm, Payment Service Provider (PSP), Payment System
Operator (PSO), e-commerce firms, telecommunication companies, and other entities:
12.
Do you perform any services for or have any business connections with Yes No
any institution which is subject to the supervision of Bangladesh Bank, or ( ) ( )
any other authority of the government of Bangladesh?
If "Yes," indicate the name of the institution, address and nature of your
work.
13.
Have you had, or do you now have, any financial interest, direct or Yes No
indirect, in any institution/bank under the supervision of any Government ( ) ( )
authority?
If "Yes," give the name of the institution, address and nature of the
financial interest.
14.
Being a sponsor of a proposed bank, how and from what sources will you
pay for your proposed amount of share capital?
Own cash Yes ( ) No ( )
Other sources Yes ( ) No ( )
If "Yes," give details
c„ôv 16
15. Tax Identification Number (TIN):
(Submit most recent returns and/or Tax Clearance Certificates, and certified IT10BForms).
16. Are you disqualified from election or nomination or from occupying the office of Bank
Director owing to the following circumstances?
a. You have less than 10 years of professional experience,
b. You are insane or mentally unsound,
c. You are insolvent and adjudicated bankrupt,
d. You have been convicted by a court in any criminal offense or have been
involved in any fraud/forgery, financial crime or other illegal activities,
e. You are a Director of any other banking company,
f. You are a partner in any contract with a banking company in the capacity of legal
advisor, advisor, consultant, etc.
17. Answer the questions below as they apply to you as an individual, or to any enterprise
with which you are or have been involved as a member of the board of directors, senior
management, or any equivalent body, significant participant, or general partner (described
as a “relevant enterprise”). Include facts that occurred in Bangladesh or in any other
jurisdiction. If “yes,” provide full details.
Except for minor traffic violations:
Are any arrests, indictments, or criminal proceedings now pending Yes( ) No( )
against you or any relevant enterprise?
Have you, or has any relevant enterprise, ever been convicted of any Yes( ) No( )
criminal offense or found liable for any fraudulent activity?
Have you, or has any relevant enterprise, ever been judged bankrupt? Yes( ) No( )
Have you, or has any relevant enterprise, ever been subject to legal, Yes( ) No( )
recovery or collection proceedings due to financial issues?
Are you or any relevant enterprise currently involved in any legal Yes( ) No( )
proceedings involving financial problems, or are you expecting to become
involved in such proceedings?
Have you ever been required to pay unpaid debts on account of liability for Yes( ) No( )
the bankruptcy of any relevant enterprise with which you are or have been
involved, pursuant to bankruptcy legislation or other comparable legal
provisions?
Have you ever been determined to have provided inaccurate and/or Yes( ) No( )
incomplete information to any financial supervisory authority?
Have you ever been refused, or had revoked, any license, authorization, Yes( ) No( )
permit, or similar document, or exemption by any financial supervisory
authority?
c„ôv 17
Have you, or has any relevant enterprise, ever been involved in any matter, Yes( ) No( )
that has led to any corrective measure, sanction, or penalty, or comparable
action being taken by any financial supervisory authority?
Have you ever been refused registration, incorporation or the amendment of Yes( ) No( )
the articles of association in accordance with the Companies Law, or
comparable legislation of a foreign jurisdiction?
Have you ever been subject to civil or criminal penalties for any of the Yes( ) No( )
offenses enumerated below, in accordance with the Tax Code in
Bangladesh, or comparable legislation elsewhere?
a) deliberate submission of an incorrect or incomplete tax return,
individually or any relevant enterprise for which you currently have, or have
had, responsibility for submitting such returns;
b) intentionally or through gross negligence, causing a tax assessment to be
issued for an insufficient amount, or causing an insufficient tax to be levied,
regarding the yourself or any relevant enterprise for which you currently
have, or have had, responsibility for such matters;
c) taxes due from yourself, or from any relevant enterprise for which you
are or have been responsible for submitting wage withholding taxes, not
having been paid on time; or
d) intentionally or through gross negligence causing the insufficient
withholding of taxes, or causing taxes to not be paid on time, with regard to
yourself or any enterprise with which you are or have been involved, and in
which you have or has had responsibility for making such payments?
Have you ever been refused, or had revoked, a license, authorization, permit Yes( ) No( )
or equivalent document to practice a given profession (including, but not
limited to, the legal, accounting, auditing or actuarial professions)?
Have you ever been subject to investigatory or disciplinary proceedings by Yes( ) No( )
any public body or other organization responsible for regulating any
profession (including, but not limited to, the legal, accounting, auditing or
actuarial professions), and this procedure has led to measures being taken
against you by such organization?
Have you ever been subject to any formal disciplinary action by an Yes( ) No( )
employer (including a written warning, reprimand, suspension or dismissal)
by your current or a former employer due to improper fulfillment of your
duties or compliance with a code of conduct in connection with the
fulfillment of your position?
Have you, or has any relevant enterprise, ever been investigated by any Yes( ) No( )
public authority, or been involved in any legal proceedings involving
dishonesty, fraud, or improper business practices on the part of the yourself
or such enterprise?
Has any relevant enterprise ever defaulted on servicing obligations Yes( ) No( )
(principal and/or interest) on outstanding debt or been involved in
unacceptable foreign exchange transactions?
c„ôv 18
18. As a sponsor of this proposed bank, I agree to hold at least Taka 50 lac (or its
equivalent) or an amount not exceeding 10% shares of the equity capital to be issued
by the proposed bank.
The undersigned affirms that the statements made and answers given herein
are accurate and complete and here by authorizes the Bangladesh Bank to make any
inquiry it deems appropriate in connection with processing this questionnaire. False
statements in this questionnaire will be sufficient cause for denial of a license to establish
banking operations in Bangladesh.
.
Signature of Sponsor/Director:
Name:
Date:
Place:
Witnesses:
Signature: _________________________ Signature: _________________________
Name: _________________________ Name: _________________________
Address: _________________________ Address: _________________________
c„ôv 19
ANNEXURE VI (b)
SPONSORS/DIRECTORS AS CORPORATE PROMOTOR
1. Full Name of the company:
2. Date of incorporation:
3. Registration Authority
4. Nature of Business:
5. Address:
A. Board Resolution,
B. Articles of Incorporation and By-laws,
C. List of directors and officers,
D. List of shareholders,
E. Audited financial statements for the last three years,
F. Certified copies of the Memorandum of Association and Articles of Association.
c„ôv 20
ANNEXURE VII
BIOGRAPHICAL REPORT ON CEO/
PRINCIPAL OFFICERS (COO, CFO, CRO, CITO, CISO, HICC, ETC.)
1. Full Name:
2. Date of Birth: 3. Place of Birth:
4. Citizenship:
NID number:
Passport Number:
Date and Place of Issue: Right‐to‐work in
Bangladesh Visa Type: Yes( ) No ( )
Expiration Date:
5. Full Address:
(a) Permanent: Telephone Number:
(b) Present, if different from the Permanent: Telephone Number:
6. Marital Status:
If married, Spouse's Name: Occupation:
Spouse's Passport Number: Date and Place of Issue:
7.
Education Name & Dates of Major Area Degree Awarded
Address Attendance of Study & Date
of Institution
High School
Undergraduate
Graduate
Professional
or Technical
Training /
Seminar
8. Present Occupation:
Organization Name:
Business Address:
Nature of Business:
Job Title:
Telephone Number:
c„ôv 21
9. Service Record (pertaining to 5 years' experience in technology based banking
profession). Please submit supporting documents.
Name & Address of Dates of Position Held Responsibilities
Organization Engagement
10.
Do you perform any services for or have any business Yes No
Connections with any institution which is subject to the supervision of
Bangladesh Bank, or any other authority of the government of ( ) ( )
Bangladesh?
If "Yes," indicate the name of the institution, address and nature of your
work.
11.
Have you had, or do you now have, any financial interest, direct or Yes No
indirect, in any institution under the supervision of any Government
authority?
If "Yes," give the name of the institution, address and nature of the ( ) ( )
financial interest.
12. Tax Identification Number (TIN):
(Submit most recent returns and/or Tax Clearance Certificates, and certified IT10B forms).
13. Are you disqualified for the post of CEO/Principal Officers owing to the following
circumstances?
(1) You have less than 5 years of technology based banking experience.
(2) You are insane or mentally unsound,
(3) You are insolvent or adjudicated bankrupt,
(4) You have been convicted by a court in any criminal offense or have been
involved in any fraud/forgery, financial crime or other illegal activities.
(5) You are a Director of any banking company.
(6) You are a partner in any contract with a banking company in the capacity of
legal advisor, advisor, consultant, etc.
14. Answer the questions below as they apply to you as an individual, or to any
enterprise with which you are or have been involved as a member of the board of
directors, senior management, or any equivalent body, significant participant, or general
partner (described as a “relevant enterprise”). Include facts that occurred in Bangladesh
or in any other jurisdiction. If “yes,” provide full details.
c„ôv 22
Except for minor traffic violations:
Are any arrests, indictments, or criminal proceedings now Yes ( ) No ( )
pending against you or any relevant enterprise?
Have you, or has any relevant enterprise, ever been convicted of Yes ( ) No ( )
any criminal offense or found liable for any fraudulent activity?
Have you, or has any relevant enterprise, ever been judged Yes ( ) No ( )
bankrupt?
Have you, or has any relevant enterprise, ever been subject to legal, Yes ( ) No ( )
recovery or collection proceedings due to financial issues?
Are you or any relevant enterprise currently involved in any legal Yes ( ) No ( )
proceedings involving financial problems, or are you expecting to
become involved in such proceedings?
Have you ever been required to pay unpaid debts on account of Yes ( ) No ( )
liability for the bankruptcy of any relevant enterprise with which you
are or have been involved, pursuant to bankruptcy legislation or
other comparable legal provisions?
Have you ever been determined to have provided inaccurate and/or Yes ( ) No ( )
incomplete information to any financial supervisory authority?
Have you ever been refused, or had revoked, any license, Yes ( ) No ( )
authorization, permit, or similar document, or exemption by any
financial supervisory authority?
Have you, or has any relevant enterprise, ever been involved in any Yes ( ) No ( )
matter, that has led to any corrective measure, sanction, or penalty,
or comparable action being taken by any financial supervisory
authority?
Have you ever been refused registration, incorporation or the Yes ( ) No ( )
amendment of the articles of association in accordance with the
Companies Law, or comparable legislation of a foreign
jurisdiction?
Have you ever been subject to civil or criminal penalties for any of Yes ( ) No ( )
the offenses enumerated below, in accordance with the Tax Code in
Bangladesh, or comparable legislation elsewhere?
a) deliberate submission of an incorrect or incomplete tax return,
individually or any relevant enterprise for which you currently
c„ôv 23
have, or have had, responsibility for submitting such returns;
b) intentionally or through gross negligence, causing a tax
assessment to be issued for an insufficient amount, or causing an
insufficient tax to be levied, regarding the yourself or any relevant
enterprise for which you currently have, or have had,
responsibility for such matters;
c) taxes due from yourself, or from any relevant enterprise for which
you are or have been responsible for submitting wage
withholding taxes, not having been paid on time; or
d) intentionally or through gross negligence causing the insufficient
withholding of taxes, or causing taxes to not be paid on time, with
regard to yourself or any enterprise with which you are or have
been involved, and in which you have or has had responsibility
for making such payments?
Yes ( ) No ( )
Have you ever been refused, or had revoked, a license, authorization,
permit or equivalent document to practice a given profession
(including, but not limited to, the legal, accounting, auditing or
actuarial professions)?
Yes ( ) No ( )
Have you ever been subject to investigatory or disciplinary
proceedings by any public body or other organization responsible for
regulating any profession (including, but not limited to, the legal,
accounting, auditing or actuarial professions), and this procedure has
led to measures being taken against you by such organization?
Yes ( ) No ( )
Have you ever been subject to any formal disciplinary action by an
employer (including a written warning, reprimand, suspension or
dismissal) by your current or a former employer due to improper
fulfillment of your duties or compliance with a code of conduct in
connection with the fulfillment of your position?
Yes ( ) No ( )
Have you, or has any relevant enterprise, ever been investigated by
any public authority, or been involved in any legal proceedings
involving dishonesty, fraud, or improper business practices on the
part of the yourself or such enterprise?
Yes ( ) No ( )
Has any relevant enterprise ever defaulted on servicing obligations
(principal and/or interest) on outstanding debt or been involved in
unacceptable foreign exchange transactions?
c„ôv 24
The undersigned affirms that the statements made and answers given herein are
accurate and complete and here by authorizes the Bangladesh Bank to make any inquiry it
deems appropriate in connection with processing this questionnaire. False statements in this
questionnaire will be sufficient cause for denial of a license to establish banking operations
in Bangladesh.
Signature of the CEO/Principal Officer ______________________
Name:
Date:
Place:
Witnesses:
Signature _____________________________________
Name:
Address:
Signature _____________________________________
Name:
Address:
c„ôv 25
ANNEXURE VIII
FIT AND PROPER TEST CRITERIA FOR APPOINTMENT OF DIRECTORS
FOR DIGITAL BANK
1. Fit and Proper Test:
(i) The concerned person must have management/business or professional
experience for at least 10 (ten) years having five (5) years with application based
banking service provider, Electronic Money Issuer (EMI), Fintech and electronic
payment system;
(ii) Persons with adequate experience in dealing with retail customer segments in a
bank, Financial Institution, Micro Finance Institute (MFI) or Fintech company
that deals in payments and/or lending should get preference.
(iii) Persons with adequate knowledge and experience in any of emerging
technologies and trends, such as cloud, open API, cyber security, and advanced
data analytics, Artificial Intelligence (AI), Internet of Things (IoT), Machine
Learning (ML) and so like should get preference.
(iv) Persons having adequate knowledge and experience in banking, banking laws,
regulations, guidelines, circulars etc should get preference.
(v) He/she has not been convicted in any criminal offence or involved in any
fraud/forgery, financial crime or other illegal activities (Police clearance
certificate to be submitted);
(vi) He/she has not been subject to any adverse findings in any legal proceedings,
(vii) He/she has not been convicted in regard to contravention of rules, regulations or
disciplines of the regulatory authorities relating to financial sector;
(viii) He/she has not been involved with a company/firm whose registration/license
has been revoked or cancelled;
(ix) Loans taken by him/her or allied concern from any bank or financial institution
have not become defaulted;
(x) He/she has not been adjudicated a bankrupt by a court;
(xi) He/she must be loyal to the decisions of the board of directors. However, in case
of note of dissent, he/she may record it in the minutes of the board meeting
and/or bring it to the notice of Bangladesh Bank considering its merit.
2. A person, proposed as a candidate for the office of directors, shall furnish along with
the consent letter for the purpose of section 93 of the Companies Act, 1994 a declaration
as per the attached format that he/she is not disqualified to become a bank director in
accordance with the above mentioned fit and proper test.
3. The declaration shall have to be signed by the concerned person (candidate) and if
elected it shall have to be forwarded to BB by the Chairman of the board of directors.
4. The above mentioned restrictions for qualifications of bank directors shall be in addition
to any related laws/regulations for the time being in force.
c„ôv 26
ANNEXURE IX
DECLARATION
I (name, father and mother’s name, Spouse name, address) do hereby declare that I
am eligible to become a director of Bank-Company as per the fit and proper test criteria
mentioned in the Guidelines to Establish a Digital Bank. I further declare that:
a) I have not been convicted in any criminal offence or involved in any fraud/forgery,
financial crime or other illegal activities;
b) There is no adverse opinion/findings regarding me in any legal proceedings,
c) I have not been convicted in regard to contravention of rules, regulations and
disciplines of the regulatory authorities relating to financial sector;
d) I have not been involved with a company/firm whose registration/license has been
revoked or cancelled;
e) There are no loans taken by me or my allied concern from any bank or financial
institution that have become defaulted;
f) I have not been adjudicated a bankrupt by a court;
g) I have no unpaid undisputed arrear of income tax assessed for the current and any past
year.
h) I am not penalized or awaiting court/tribunal verdict on any suit for offence under section
21 of Income Tax Ordinance, 1984.
i) I have no indisposed Tax prosecution reopened under section 93 of Income Tax
Ordinance, 1984.
j) I have no unpaid liability for any undisputed customs duty, VAT, supplementary duty,
excise duty.
k) I have not awaiting verdict on any prosecution under customer Act, 1969; VAT act,
1991; Excise & salt Act, 1944 in any court/ tribunal shall not be eligible to be me.
l) My spouse, parents, children, brothers and sisters or any other person dependent on
me is not a director of this bank.
Dated: Signature:
( )
Countersigned:
( )
Chairman, Board of Directors
……...….……….…. Bank PLC.
c„ôv 27
ANNEXURE XI
FORMAT FOR SPONSORS’ UNDERTAKING
To
Director (BRPD)
Banking Regulation and Policy Department
Bangladesh Bank
Head Office
Dhaka
I/We [name of natural or legal person], [name of father/husband in case of natural person], of
[residential address in case of natural person, registered address in case of legal person], [NID
number in case of Bangladeshi citizen natural person, nationality and passport number in case of
non-Bangladeshi citizen natural person, country of incorporation and corporate registration number
in case of legal person] (hereinafter referred to as the “Sponsor”, which term includes
representative heirs, executors/administrators, legal representatives/successors and assigns), a
proposed sponsor of [name of digital bank] (hereinafter referred to as the “Proposed Digital
Bank”), jointly and severally undertake to the foregoing:
a) Sponsor shall ensure that the proposed Digital Bank shall meet any and all requirements
and obligations of the Proposed Digital Bank, including but not limited to ensuring ongoing
compliance monitoring of the Minimum Paid up Capital Requirement, Capital Risk
(Weighted) Adequacy Ratio and other capital and liquidity requirements as may be
applicable to the proposed Digital Bank.
b)Sponsor shall ensure that in the event of discontinuation of the proposed Digital Bank, the
Sponsor shall personally discharge any and all outstanding deposit liabilities in accordance
with instructions received from Bangladesh Bank.
c) Sponsor shall ensure that the Proposed Digital Bank complies with all the terms and
conditions of any license granted to the Proposed Digital Bank by Bangladesh Bank and all
other applicable legal and regulatory requirements.
d)Sponsor undertakes and confirms that the funds that will be used to establish the Proposed
Digital Bank have not and will not borrow from bank or financial institutions or from
anywhere else, even from family members.
e) Sponsor undertakes and confirms that the name of the Sponsor or any person associated
with the Sponsor has not been included on the United Nations Security Council Consolidated
List or any other list of banned, proscribed or blacklisted individuals or other entities enlisted
by the Government of Bangladesh or by any foreign government.
f) Sponsor confirms that the undertakings stated herein shall constitute perpetual, irrevocable
and enforceable obligations against the Sponsor, and the Sponsor will not be relieved from
these obligations or any part thereof for any reason whatsoever without the prior written
consent of Bangladesh Bank.
c„ôv 29
IN THE WITNESS THEREOF these presents have signed the day hereinbefore written by the
Sponsor.
Signature:
Name:
Address:
NID/Passport Number:
Date:
Place:
Witness No. 1: Name:
Address:
NID/Passport Number:
Witness No. 2: Name:
Address:
NID/Passport Number:
c„ôv 30
