National Credit and Commerce Bank PLC (NCC Bank) is set to restructure its board leadership by introducing a tenure-based rotational system for appointing its chairman and allowing the board to remove a sitting chairman through a vote.
The bank has called an Extraordinary General Meeting (EGM) virtually today (18 August), 15 September to seek shareholders’ approval for the proposed amendments to its Articles of Association as a “Special Resolution”, according to a disclosure.
Under the proposed changes, the chairmanship of the board will be subject to a rotational system based on tenure. The amended articles will also include a formal provision enabling the board to remove its chairman through a vote.
The record date for determining shareholders eligible to participate and vote at the EGM has been set for 20 August.
If approved, the amendments will introduce a more structured framework for the appointment and removal of the bank’s board chairman.
Under the proposed amendments, chairmanship will transition into a seniority-driven rotation among directors. The longest-serving shareholder-director will automatically assume the chairman’s role upon any vacancy or expiration of the incumbent’s term. In case of a tie in board tenure length between two candidates, seniority will be decided by age.
The revised framework also addresses instances where an eligible candidate declines the position. If a senior director opts out in writing, the post passes to the next senior member. The declining director will only become eligible again after all current directors have completed their turn as chairman. Refusing the chairmanship will not affect the individual’s position as a regular director on the board.
Additionally, the amendment introduces explicit grounds and procedures for removing a chairman. If a chairman becomes physically or mentally incapacitated, or if their performance is deemed contrary to the bank’s interest, the board of directors can vacate the post via a two-thirds majority vote after providing a reasonable opportunity to defend against allegations.
The new rules will take effect after receiving clearance from the shareholders at the EGM and final approval from Bangladesh Bank. Any new incoming director or returning former director will only become eligible for the chairmanship after all existing directors complete their rotation.
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