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directors' report - Dutch-Bangla Bank Limited

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Sustainable dividend policy to ensure growth and<br />

maximize share value<br />

DBBL's dividend policy is designed in a way to ensure<br />

sustainable growth of the <strong>Bank</strong> with strong capital<br />

adequacy ratio which must maximize value for<br />

shareholders. DBBL paid 33.33% stock dividend in 2009.<br />

Election of the Directors<br />

In terms of Article 113 of the Articles of Association of the<br />

Company, at every Ordinary General Meeting, one-third<br />

of the Directors for the time being or if their number is<br />

not three or multiple of three, then the number nearest to<br />

one-third shall retire from the office. Accordingly, as per<br />

Article 114, Dr. Irshad Kamal Khan, Independent Director,<br />

Dr. Syed Fakhrul Ameen & Mr. Chowdhury M. Ashraf<br />

Hossain, Directors from the Depositors will retire by<br />

rotation and they are eligible for re-election. Therefore,<br />

they offered themselves for re-election.<br />

In terms of Article 108 of the Articles of Association, Mrs.<br />

Frey-Tang Yuen Mei, Barbara (nominated by M/s. Ecotrim<br />

Hong Kong <strong>Limited</strong>) was appointed by the Board since<br />

last Annual General Meeting held on March 25, 2010. Mrs.<br />

Frey-Tang Yuen Mei, Barbara appointed since last Annual<br />

General Meeting will retire from the office of the director<br />

in this Annual General Meeting and she is eligible for reelection.<br />

Accordingly, she offered herself for re-election.<br />

Meetings of the Directors<br />

Eight (08) Meetings of the Board of Directors and fifty<br />

one (51) meetings of the Executive Committee of the<br />

Board were held during the year under review. The Audit<br />

Committee of the Board also held eight (08) meetings<br />

during the year under review.<br />

Appointment of Auditors<br />

Our existing Auditors M/s. A. Qasem & Co., Chartered<br />

Accountants (A Cooperating firm of<br />

PricewaterhouseCoopers) has completed audit of 2010 as<br />

first year of their audit and as per <strong>Bangla</strong>desh <strong>Bank</strong>'s<br />

BRPD Circular Letter No.12 dated July 11, 2001, they are<br />

eligible for re- appointment. Accordingly, they have<br />

expressed their willingness to continue as auditors for the<br />

year 2011. The auditors will be appointed and their<br />

remuneration will be fixed for the year 2011 by the<br />

honorable shareholders in this Annual General Meeting.<br />

Gratitude<br />

The members of the Board of Directors of DBBL would<br />

like to express their gratitude to all shareholders, valued<br />

clients, patrons, all employees and well-wishers for their<br />

continued support and cooperation, without which the<br />

<strong>Bank</strong> would not be able to achieve its present amazing<br />

position. We are also indebted to the Government of<br />

<strong>Bangla</strong>desh, <strong>Bangla</strong>desh <strong>Bank</strong>, Securities and Exchange<br />

Commission, Office of the Registrar of Joint Stock<br />

Companies and Firms, the Stock Exchanges for their<br />

continued support and co-operation.<br />

We look forward for your continuous support and best<br />

wishes for meeting the challenges that await us in days to<br />

come.<br />

With best regards<br />

On behalf of the Board of Directors<br />

Zahid Hossain Khan<br />

Chairman

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