42

Directors’ Report
For the Year Ended 31 December 2021

This report has been prepared in compliance with Section 184 of the Companies Act 1994 and Corporate
Governance Code 2018 of the Bangladesh Securities and Exchange Commission (BSEC) and BSEC notification
dated 03 June 2018.
2021: Committed to delivering value for customers, empowered by digitisation and future-fit capabilities
The year 2021 saw us through the second and third wave of the Covid-19 pandemic which has had a profound
impact across the globe as well as in Bangladesh. Bangladesh was put through multiple lockdowns on and off for
some parts of the year resulting in prolonged disruption on socio-economic lives. The uncertainty left little for us to
do but accept the pandemic as a challenge and drove us to stand by the nation through our connectivity during the
times they depended on it the most, be it for their education, work, safety, or staying in touch with family.

Despite the extraordinary events and unprecedented Covid-19 related challenges, we hit some very important
strategic milestones that enabled us to maintain our competitive edge in the market. In 2021 Grameenphone
reported a total revenue of BDT 143.1 billion for the year, registering an 2.5 % growth from the previous year. In early
2021, Grameenphone participated and secured 10.4 MHz spectrum that has enabled Grameenphone even further
in meeting customers’ demand for high-speed internet connectivity and enhancing their digital experience.
Throughout the year, we executed on our plans with acquiring future-fit capabilities, advanced network operations,
and invested in spectrum deployment to serve our customers.

Across 2021, Grameenphone saw a steady growth in new customer acquisition numbers. We focused on
acquisition and Gross Add by launching innovative and relevant offers for new users in our product portfolio. The
Company acquired 4.2 million new subscribers during the year, ending the year with 83.3 million subscribers, a 5.3%
year-over-year growth. 44.6 million subscribers, or 53.5% of total subscribers, are using internet services.
GRAMEENPHONE ANNUAL REPORT 2021

In 2021, Grameenphone invested BDT 37.2 billion to further improve network coverage. Grameenphone’s total
number of sites stands at 18,301. Our effort in enhancing customer experience and digitalisation resulted in more
people choosing Grameenphone and an increase in data usage in 2021. 4G Data users increased by 7.9 million,
growing by 39.7% YoY while digital recharge increased by 21.6%. The Company has paid BDT 102.78 billion, equalling
71.83% of its total revenues, to the National Exchequer in the year of 2021.

Notably, we have taken a consultative approach with the regulators to address different issues to serve our
customers best in the most challenging times. We have undertaken initiatives such as the modernisation of our
operating models and integration of automation, developing competent skills for the future, and building
partnerships for advanced network capabilities. We believe the right mix of competency, capabilities and tools will
contribute to our growth ambition, reinforce our position as a reliable connectivity partner, and help move
Bangladesh forward.

Disclosure/Statements according to the Provisions of the BSEC’s Corporate Governance Code 2018

 Segment/Product Wise Performance

Grameenphone provides its products and services to customers across the country and reviews revenue
performance of its services. A relevant disclosure is provided in the notes to the Financial Statements.

Grameenphone posted BDT 143.1 billion total revenue for the year 2021 with 2.5% growth compared to the
previous year. The increase in total revenue was mainly driven by higher bundle and data revenue, partly offset
by lower voice revenue. In 2021, Grameenphone actively promoted its bundle services by launching attractive
packs through both own and third-party digital channels to provide better customer value along with enhanced
experience. This has resulted into substantial growth in bundle revenue which was seven times compared to
last year.

+3,460 Figures in BDT Million

(+2.5%)
10,626 331
(587.4%) (+15.9%) 143,066
139,606 32 252
780 (-2.3%) (-4.5%)
(+2.3%)

7,392 601
(-8.1%) (-15.4%)

Revenue Growth

2020 Voice Data SMS & VAS Bundle Other Interconnection Non-Service 2021
Subscription
& Traffic
 43

Voice only revenue decreased by 8.1% from last year, while data only packs & pay-go revenue increased by
2.3%. The decrease in voice revenue is mainly attributed to the lower usage due to lockdowns during the
second wave of Covid-19 and shifting of usage from voice only packs towards bundle packs. ‘SMS and VAS’
includes Content service, SMS and MMS revenue, which decreased by 15.4%, being influenced by the
implementation of regulatory directives regarding mandatory customer consent. ‘Other Subscription & Traffic’

STRATEGIC OVERVIEW
includes revenue from outbound roaming services and USSD revenue from mobile-financial services.

Interconnection revenue is generated from incoming traffic which are originated from outside Grameenphone
network. Interconnection revenue decreased by 4.5% in 2021 compared to 2020 despite increase in incoming
minutes from national and international operators. De-growth in interconnect revenue was mainly due to full
year impact of implementation of SMP directives in 2020 (reduction in national call termination rate).

‘Non-Service Revenue’ segment includes customer equipment, i.e., sale of handsets, internet modems and
Vehicle Tracking System, and revenue from telecom infrastructure sharing, commission from financial
services, etc.

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

Grameenphone added 4.2 million subscribers in 2021 despite lockdowns during mid of the year under Covid-19
situation. At the end of 2021, Grameenphone’s total subscriber base reached at 83.3 million with 5.3% growth
from last year including 53.5% active data users. Grameenphone continued its investment momentum in 2021
with roll-out of more than 3,000 4G sites, acquisition of 10.4MHz new spectrum and deployment of the
additional spectrum in more than 10,000 sites along with re-farming of 1800MHz band. In addition, coverage
expansion resumed with more than 1,700 new sites after commencement of the Towerco operating model.

 Review on Operating Expense, Operating Profit Margin and Net Profit Margin
Operating expenses consist of cost of material and traffic charges, salaries and personnel cost, operation and
maintenance, sales, marketing and commission, revenue sharing, spectrum charges and licence fees,
depreciation and amortisation expense, and other expenses. Operating expense for 2021 was BDT 79.7 billion
with 4.7% increase compared to last year. The Increase in operating expense mainly came from higher sales,
marketing and commission, cost of material and traffic charges and cost from modernisation initiatives.
Operating profit for 2021 stood at BDT 63.3 billion, with a margin of 44.3%.

Operating Profit & Operating Profit Margin NPAT & NPAT Margin
63.4 63.3 37.2 34.1

FINANCIAL ANALYSIS
45.4% 44.3% 26.6% 23.9%

2020 2021 2020 2021

Operating Profit (Bn BDT) Operating Profit Margin NPAT (Bn BDT) NPAT Margin %

Net profit after tax for 2021 was BDT 34.1 billion with a margin of 23.9%. BDT 3.1 billion decrease in net profit
after tax was mainly due to one-off favourable adjustments in finance cost and tax expenses in 2020. As a
result, Earnings Per Share (EPS) for the year 2021 stood at BDT 25.28 as compared to BDT 27.54 for the year
2020, having year-on-year decrease of 8.2%.

 Significant Variance of Financial Statements

ADDITIONAL INFORMATION

No significant variations have occurred between quarterly and final financial performances of the Company
during the year 2021 except for a growth in revenue which is discussed in “Segment/Product Wise
Performance” segment of this report. During the year, Grameenphone participated in that auction and secured
0.4 MHz in 1800 MHz band and 10MHz in 2100 MHz band effective from 9 April 2021 to 10 November 2026.

Besides, the significant increase of net operating cash flow per share (NOCFPS) in 2021 compared to that of
2020 is mainly for the deposit of BDT 20 billion which was a one-off incident resulted in lower net cash
generated by operating activities for 2020 which in turn reduced the NOCFPS for that year. However, in current
period there has not been any such significant one-off incident. This is the main reason for increase in NOCFPS
in current year compared to comparative year. Other variances from business operation are sufficiently
disclosed in the relevant segments of this Annual Report.
 44

 Directors’ Declaration on the Financial Statements

The Board is responsible for presenting an accurate and fair view of the Company’s financial performance and
position as a part of good governance. To that end, the Directors confirm to the best of their knowledge that:
a) The Financial Statements, prepared by the Management of the Company, present its state of affairs, the
result of its operations, cash flows and changes in equity fairly;
b) Proper books of account of the Company have been maintained;
c) Appropriate accounting policies have been consistently applied in preparation of the Financial Statements
and that the accounting estimates are based on reasonable and prudent judgement;
d) International Financial Reporting Standards (IFRSs) have been followed in preparation of the Financial
Statements and any departure therefrom has been adequately disclosed;
e) The system of internal control is sound in design and has been effectively implemented and monitored; and
f) There is no doubt upon the Company’s ability to continue as a going concern.

 Director Remuneration
No remuneration is given to the Directors of the Board apart from attendance fees in connection with Board
and Board Sub-Committee meetings. During the year 2021, attendance fees in connection with Board and
Board Sub-Committee meetings were BDT 1,089,200 (2020: BDT 753,931). Foreign Directors have decided not
to receive the attendance fees in connection with Board and Board Sub-Committee meetings.

 Minority Interest
Grameenphone believes that good Corporate Governance involves open and trusting cooperation between all
stakeholders involved in the Company, including the owners of the Company – the Shareholders. The Board of
Directors is committed to ensuring the highest standards of governance designed to protect the interests of all
stakeholders, including the rights of its minority shareholders while promoting integrity, transparency, and
accountability. The Board of Directors shall always act in a manner that will be in the best interest of the Company.
GRAMEENPHONE ANNUAL REPORT 2021

 Risks & Concerns

Managing risk is an integral part of our business activity. The Company’s Board and management are fully
committed to maintaining sound risk management system to safeguard Company and shareholders’ interest.
As with other co-existing companies, Grameenphone’s business is also exposed to diverse risks that arise both
from the internal and external fronts. Apart from uncertainties stemming from a dynamic regulatory regime, the
Company has always been prepared for issues such as competing markets, operational challenges, legal knots,
interest and exchange rate volatilities, and potential changes in policies at the national or global level. However,
Grameenphone has a befitting risk management policy and a periodic monitoring system to address the
concerns and uncertainties that are likely to hit the Company’s business activities, operations, liquidity, and
financial position for future performances.

 Industry Outlook and Possible Future Developments

The telecom sector in Bangladesh is still growing and projected to grow further by connecting the unconnected
communities and enabling accelerated digitalisation needs due to Covid-19 lately.

While the number of unique mobile subscriber and internet users have grown steadily, the annual growth rate
for data consumption, however, is quite high (around 11.4%) when compared to voice traffic growth. Despite
declining voice revenue trend against increased growth in data and new & adjacent businesses, voice traffic
remains the main revenue driver; and is expected to remain so over the next few years.

Sudden surge in data traffic during the Covid-19 crisis put pressure on the country’s existing mobile networks.
To manage capacity, we have acquired additional spectrum in the 1800MHz and 2100MHz bands to enhance
and expand 4G/LTE services and improve quality of services. The demand for digital connectivity will only grow
further as the country celebrates 50th birthday and set out to realise full potential of Least Developed Country
(LDC) graduation and even bolder ambition to become a middle-income economy by 2031 and self-sustained
knowledge based digital economy by 2041 where digitalisation will be the key enabler. The Government has
signed deals with World Bank to fund fibre connectivity projects in rural areas. Funds have also been allocated
to expand and modernise the state-owned Mobile operator Teletalk and trail of 5G. However, to best utilise 4G
and to commercially launch 5G, amendment of the BTRA Act; revision of the investment-related clauses in the
Licences; broadband policy; spectrum pricing, data tariff directives; Quality of Service (QoS) guidelines etc. will
be critical.
 45

 Other statutory Disclosure

 The Company’s financial results have continued to improve since the IPO in 2009 as reflected in the yearly
Financial Statements.
 All significant deviations from the previous year in the Company’s operating results have been highlighted

STRATEGIC OVERVIEW
and reasons thereof have been explained.
 The key operating and financial data for the last six years have been disclosed in Annexure -V of this report
on page 62.
 All transactions with related parties have been made on a normal course of business. Details of related
parties and related party transactions have been disclosed in note 41 to the Financial Statements 2021 as
per the relevant IFRS requirements.
 As per IAS 1 Presentation of Financial Statements, no items of income and expenses are to be presented as
‘extraordinary gain or loss” in the financial statements. Accordingly, no ‘extraordinary gain or loss has been
presented in the Financial Statements.
The Grameenphone Initial Public Offering (IPO) was made in 2009, and the fund raised thereby has already

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT



been utilised by 30 June 2010 as reported to the regulators. No other equity instrument has been issued
since then.
 Management’s Discussion and Analysis signed by the CEO is disclosed in Annexure-V of this report on page 59.
 The declaration by the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) on Financial
Statements 2021 to the Board as prescribed is annexed to this report as Annexure-IV on page 58.
 Grameenphone has declared interim dividend and recommended final dividend for the year 2021.
Grameenphone has not declared Bonus Share as Interim and Final Dividend in 2021.
 During 2021, a total of 7 (seven) Board meetings were held, which met the regulatory requirements in this
respect. The attendance records of the Directors are shown in Annexure-II of this report on page 57.
 Shareholding pattern of the Company as on 31 December 2021 is shown in Annexure-III of this report on
page 57.

Annual Results and Allocations

The Directors take pleasure in reporting the financial results of the Company for the year ended 31 December 2021
and recommended the appropriation as mentioned in the ‘Appropriation of Profit’ table below:
Figures in BDT million

2021 2020

FINANCIAL ANALYSIS
Profit available for Appropriation
Profit/ (Loss) after tax 34,129 37,187
Other comprehensive income (loss), net of tax 100 (470)
Un-appropriated profit brought forward from previous year 30,750 16,988
Total Amount available for Appropriation 64,979 53,705
Appropriation
Final Dividend Paid for Previous Year (19,579) (5,401)
Interim Dividend Paid for Current Year (16,879) (17,554)
Closing Retained Earnings at year end (before Proposed Final Dividend) 28,521 30,750
Proposed Final Dividend for the year (2021: 125% and 2020: 145% cash) (16,879) (19,579)
Retained Earnings after Proposed Dividend 11,642 11,171

Dividend
ADDITIONAL INFORMATION

For the year ended 31 December 2021, the Board of Directors of the Company has paid an Interim Cash Dividend @
125% of the paid-up capital amounting to BDT 16,878,750,275 which was BDT 12.50 per share of BDT 10 each. Now,
the Directors are pleased to recommend a Final Cash Dividend @ 125% of the paid-up capital amounting to BDT
16,878,750,275 which is BDT 12.50 per share of BDT 10 each for the year 2021 out of the divisible profits of the
Company for consideration and approval of the Shareholders for distribution. Inclusive of the Interim Dividend of
125% paid already, this would make a cumulative total dividend @ 250% of the paid-up capital of the Company
which represents 98.91% of the Profit After Tax for the year 2021 amounting to BDT 33,757,500,550.

The above recommendation of dividend is as per the Board approved dividend policy which is disclosed in the
“Dividend Distribution Policy” section of the Annual Report 2021 on page 38.
 46

Corporate Governance Approach

Grameenphone is committed to maintaining high standards of corporate governance in the Company through a
culture of accountability, transparency and well-understood policies and procedures. In line with the same, the
Company has complied with the conditions as stipulated in the Corporate Governance Code issued by BSEC. In
this connection, compliance status has been annexed to this report as Annexure-I on page 47. Furthermore, a
certificate of compliance from M/S Al-Muqtadir Associates, Chartered Secretaries, confirming compliance of
conditions of Corporate Governance Code, as stipulated under condition 9(i) of the BSEC Code is also annexed to
this report as Annexure-VI on page 65.
Directors’ Appointment & Re-Appointment
Regarding the appointment, retirement and re-appointment of Directors, the Company is governed by its Articles
of Association, the Companies Act. 1994 and other related legislations. Accordingly, the following Directors of the
Board will retire at this Annual General Meeting. They are, however, eligible for re-appointment:

1. Mr. Jørgen C. Arentz Rostrup

2. Mr. M Shahjahan
3. Ms. Tone Ripel

As per the Corporate Governance Code 2018, after the extension of tenure of Independent Director for a second
term of three (3) years by the Board, the Shareholders will approve the said extension in the Annual General
Meeting. Accordingly, Dr. Salahuddin Ahmed’s extension is to be vetted and confirmed at the Company’s ensuing
25th AGM.

Brief profiles of the Directors being proposed for re-appointment are given on page 24 and 132 of the Annual
Report, which fulfils condition 1(5)(xxiv) of the Corporate Governance Code of BSEC.

Acknowledgement
GRAMEENPHONE ANNUAL REPORT 2021

The Board of Directors expresses their deep appreciation to all the Company’s shareholders, investors, regulators,
customers and partners for their trust and support over the years. Moreover, the Board of Directors thanks
Grameenphone employees for their dedication and invaluable contributions during this challenging period, which
has forced them to adopt a new way of working and increased virtual collaboration, contributing to the
digitalisation journey of Bangladesh and winning the Digital Bangladesh Award 2021.

Our focus for the year ahead will be to ensure Grameenphone’s long-term sustainability as we continue to adapt to
the challenges and opportunities of the Covid-19 environment. As we advance, our priorities are the health and
wellbeing of our employees; ensuring safe working practices; supporting our communities and meeting the
evolving needs of our customers and suppliers; as well as preserving our financial strength so that we are
well-placed to best capitalise on new opportunities for products, services, or market applications, as they arise.

For and on behalf of the Board of Directors of Grameenphone Ltd.

Jørgen C. Arentz Rostrup

Chair

26 January 2022
 47

Annexure I
Status of compliance with the conditions imposed by the Commission’s Notification No.BSEC/CMRRCD/2006-158/207/
Admin/80, dated 3 June 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)

STRATEGIC OVERVIEW
No. Complied Not Complied
1 Board of Directors (BoD)
1(1) Board’s Size (number of Board members – minimum 5 √ Grameenphone Board is
and maximum 20) comprised of 10 (Ten) Directors

1(2) Independent Directors

1(2)(a) At least one-fifth (1/5) of the total number of directors √ There are 2 (Two) IDs out of
shall be independent directors (ID); total 10 (Ten) Directors

1(2)(b)(i) Independent Director does not hold any share in the √ The IDs have submitted
Company or holds less than one percent (1%) shares of declarations about their
the total paid-up shares compliances

1(2)(b)(ii) Independent Director is not a sponsor of the Company √ -do -

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

or is not connected with the Company’s any sponsor
or director or nominated director or shareholder of the
Company or any of its associates, sister concerns,
subsidiaries and parents or holding entities who holds
one percent (1%) or more shares of the total paid-up
shares of the Company on the basis of family
relationship and his or her family members also shall
not hold above mentioned shares in the Company

1(2)(b)(iii) Independent Director has not been an executive of √ - do -

the Company in the immediately preceding 2 (two)
financial years

1(2)(b)(iv) Independent Director does not have any other √ -do -

relationship, whether pecuniary or otherwise, with the
Company or its subsidiary or associated companies
1(2)(b)(v) Independent Director is not a member or TREC √ - do -
(Trading Right Entitlement Certificate) holder, director
or officer of any stock exchange
1(2)(b)(vi) Independent Director is not a shareholder, director √ -do -
excepting independent director or officer of any
member or TREC holder of stock exchange or an
intermediary of the capital market
1(2)(b)(vii) Independent Director is not a partner or an executive √ - do -
or was not a partner or an executive during the

FINANCIAL ANALYSIS
preceding 3 (three) years of the concerned company’s
statutory audit firm or audit firm engaged in internal
audit services or audit firm conducting special audit or
professional certifying compliance of this Code
1(2)(b)(viii) Independent Director shall not be independent √ -do -
director in more than 5 (five) listed companies
1(2)(b)(ix) Independent Director has not been convicted by a √ -do -
court of competent jurisdiction as a defaulter in
payment of any loan or any advance to a bank or a
Non-Bank Financial Institution (NBFI)
1(2)(b)(x) Independent Director has not been convicted for a √ -do -
criminal offence involving moral turpitude
1(2)(c) The independent director(s) shall be appointed by the √ a) The Board extended the
Board and approved by the shareholders in the Annual tenure of Dr. Salehuddin as
an Independent Director
General Meeting (AGM)
for a second term of three
(3) years, and the
ADDITIONAL INFORMATION

shareholders would
approve his extension at
the upcoming 25th AGM
b) Mr. Abdul-Muyeed
Chowdhury, in his 1st term,
and his appointment was
approved at 24th AGM

1(2)(d) The post of independent director(s) cannot remain √ No such case in the
vacant for more than 90 (ninety) days reporting year

1(2)(e) The tenure of office of an independent director √ The IDs are in their
shall be for a period of 3 (three) years, which may be regular term of
extended for 1 (one) tenure only office
 48

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied
1(3) Qualification of Independent Director

1(3)(a) Independent director shall be a knowledgeable √ The qualification and

individual with integrity who is able to ensure background of IDs justify
compliance with financial laws, regulatory their abilities as such
requirements and corporate laws and can make
meaningful contribution to the business

1(3)(b)(ii) Corporate Leader who is or was a top level executive √

not lower than Chief Executive Officer or Managing
Director or Deputy Managing Director or Chief
Financial Officer or Head of Finance or Accounts or
Company Secretary or Head of Internal Audit and
Compliance or Head of Legal Service or a candidate
with equivalent position of an unlisted company
having minimum paid-up capital of BDT 100 million
or of a listed company

1(3)(b)(iii) Independent Director shall be former official of √

government or statutory or autonomous or
regulatory body in the position not below 5th Grade
of the national pay scale, who has at least
educational background of Bachelor degree in
economics or commerce or business or law

1(3)(b)(iv) Independent Director shall be university teacher √

who has educational background in Economics or
Commerce or Business Studies or Law
1(3)(c) Independent Director shall have at least 10 (ten) √
years’ experiences in any field mentioned in clause
(b) of the Code
GRAMEENPHONE ANNUAL REPORT 2021

1(4)(a) The positions of the Chair of the Board and the Chief √ The Chair and the CEO
Executive Officer (CEO) of the Company shall be are different individuals
filled by different individuals with clearly defined roles
and responsibilities

1(4)(b) The CEO shall not hold the same position in another √ The CEO does not hold
listed company the same position in any
other listed company

1(4)(c) The Chair of the Board shall be elected from among √ All Board members are
the non-executive directors of the company non-executive director.
The Chair of the Board is
non-executive director

1(4)(d) The Board shall clearly define respective roles and √ The Board clearly defined
responsibilities of the Chair and the CEO roles and responsibilities
of the Chair and the CEO

1(4)(e) In the absence of the Chair of the Board, the None No such case in the
remaining members may elect one of themselves reporting year
from non-executive directors as Chair for that
particular Board’s meeting; the reason of absence of
the regular Chair shall be duly recorded in the minutes

1(5) The Directors’ Report shall include the following additional statements

1(5)(i) Industry outlook and possible future developments √ Included in the Directors’
in the industry report on Page 44 of the
Annual Report

1(5)(ii) Segment-wise or product-wise performance √ Included in the Directors’

report on Page 42 of the
Annual Report

1(5)(iii) Risks and concerns including internal and √ Included in the Directors’
external risk factors, threat to sustainability and report on Page 44 of the
negative impact on environment, if any Annual Report

1(5)(iv) Discussion on Cost of Goods sold, Gross Profit √ Included in the Directors’
Margin and Net Profit Margin, where applicable report on Page 43 of the
Annual Report

1(5)(v) Discussion on continuity of any extraordinary √ Included in the Directors’

activities and their implications (gain or loss) report on Page 45 of the
Annual Report
 49

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied
1(5)(vi) Detailed discussion on related party transactions √ Included in the Directors’
along with a statement showing amount, nature of report on Page 45 of the
related party, nature of transactions and basis of Annual Report

STRATEGIC OVERVIEW
transactions of all related party transactions

1(5)(vii) Statement of utilisation of proceeds raised through √ Included in the Directors’

public issues, rights issues and/or any other report on Page 45 of the
instruments Annual Report

1(5)(viii) Explanation if the financial results deteriorate after √ Included in the Directors’
the company goes for Initial Public Offering (IPO) report on Page 45 of the
Annual Report

1(5)(ix) Explanation on any significant variance that occurs √ Included in the Directors’
between Quarterly Financial performances and report on Page 43 of the
Annual Financial Statements Annual Report

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

1(5)(x) Statement of remuneration paid to the directors √ Included in the Directors’
including independent directors report on Page 44 of the
Annual Report

1(5)(xi) Statement that the financial statements prepared by √ Included in the Directors’
the management of the issuer company present report on Page 44 of the
fairly its state of affairs, the result of its operations, Annual Report
cash flows and changes in equity
1(5)(xii) Proper books of account of the issuer company √ Included in the Directors’
have been maintained report on Page 44 of the
Annual Report

1(5)(xiii) Appropriate accounting policies have been √ Included in the Directors’

consistently applied in preparation of the financial report on Page 44 of the
statements and that the accounting estimates are Annual Report
based on reasonable and prudent judgement

1(5)(xiv) International Financial Reporting Standards (IFRS), √ Included in the Directors’

as applicable in Bangladesh, have been followed in report on Page 44 of the
preparation of the financial statements and any Annual Report
departure there from has been adequately
disclosed

1(5)(xv) The system of internal control is sound in design and √ Included in the Directors’
has been effectively implemented and monitored report on Page 44 of the
Annual Report

FINANCIAL ANALYSIS
1(5)(xvi) A statement that minority shareholders have been √ Included in the Directors’
protected from abusive actions by, or in the interest report on Page 44 of the
of, controlling shareholders acting either directly or Annual Report
indirectly and have effective means of redress

1(5)(xvii) There is no significant doubt upon the issuer √ Included in the Directors’
company’s ability to continue as a going concern, if report on Page 44 of the
the issuer company is not considered to be a going Annual Report
concern, the fact along with reasons there of shall
be disclosed
1(5)(xviii) Explanation that significant deviations from the last √ Included in the Directors’
year’s operating results of the issuer company shall report on Page 45 of the
be highlighted and the reasons thereof shall be Annual Report
explained

1(5)(xix) Key operating and financial data of at least √ Given on Page 62 of the
preceding five (5) years shall be summarised Annual Report

1(5)(xx) An explanation on the reasons if the issuer Not applicable No such case in the
company has not declared dividend (cash or reporting year
ADDITIONAL INFORMATION

stock) for the year

1(5)(xxi) Board’s statement to the effect that no bonus √ Stated in the Directors’
share or stock dividend has been or shall be report on Page 45 of the
declared as interim dividend Annual Report

1(5)(xxii) The total number of Board meetings held during √ Included in the Directors’
the year and attendance by each director report on Page 57 of the
Annual Report

1(5)(xxiii) Pattern of shareholding and name wise details

1(5)(xxiii)(a) Parent or Subsidiary or Associated Companies √ Included in the Directors’

and other related parties report on Page 57 of the
Annual Report
 50

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied
1(5)(xxiii)(b) Directors, Chief Executive Officer, Company √ Included in the Directors’
Secretary, Chief Financial Officer, Head of report on Page 57 of the
Internal Audit and Compliance and their spouses Annual Report
and minor children

1(5)(xxiii)(c) Executives √ Included in the Directors’

report on Page 57 of the
Annual Report

1(5)(xxiii)(d) Shareholders holding ten percent (10%) or more √ Included in the Directors’
voting interest in the Company report on Page 57 of the
Annual Report

1(5)(xxiv) In case of the appointment/re-appointment of a director, disclose:

1(5)(xxiv)(a) A brief resume of the director √ Given on Page 24 of the

Annual Report

1(5)(xxiv)(b) Nature of his/her expertise in specific functional √ Given on Page 24 of the

areas Annual Report

1(5)(xxiv)(c) Names of Companies in which the person also √ Given on Page 133 of the
holds the Directorship and the membership of Annual Report
committees of the Board

1(5)(xxv) Management’s Discussion and Analysis signed by CEO presenting detailed analysis of the company’s position
and operations along with a brief discussion of changes in the financial statements, among others, focusing on:

1(5)(xxv)(a) Accounting policies and estimation for preparation √ Stated as Annexure -V

of financial statements (Management’s Discussion
and Analysis) of the Directors’
Report on Page 59 of the
Annual Report
GRAMEENPHONE ANNUAL REPORT 2021

1(5)(xxv)(b) Changes in accounting policies and estimation, if √ -do-

any, clearly describing the effect on financial
performance or results and financial position as well
as cash flows in absolute figure for such changes

1(5)(xxv)(c) Comparative analysis (including effects of inflation) √ -do-

of financial performance or results and financial
position as well as cash flows for current financial
year with immediate preceding five years explaining
reasons thereof
1(5)(xxv)(d) Compare such financial performance or results √ -do-
and financial position as well as cash flows with the
peer industry scenario

1(5)(xxv)(e) Briefly explain the financial and economic √ -do-

scenario of the country and the globe
1(5)(xxv)(f) Risks and concerns issues related to the √ -do-
financial statements, explaining such risk and
concerns mitigation plan of the company; and

1(5)(xxv)(g) Future plan or projection or forecast for √ -do-

company’s operation, performance and
financial position, with justification thereof, i.e.,
actual position shall be explained to the
shareholders in the next AGM

1(5)(xxvi) Declaration or certification by the CEO and the √ Stated as Annexure -IV of the
CFO to the Board Directors’ Report on Page 58
of the Annual Report

1(5)(xxvii) The report as well as certificate regarding √ The Certificate regarding

compliance of conditions of this Code shall be compliance of the conditions
disclosed is disclosed on page 65 of the
Annual Report

1(6) The Company shall conduct its Board meetings √ Company conducts its
and record the minutes of the meetings as well Board meetings and record
as keep required books and records in line with the minutes of the
meetings as well as keep
the provisions of the relevant Bangladesh
required books and
Secretarial Standards (BSS) as adopted by the records as per provisions
Institute of Chartered Secretaries of of the Companies Act, 1994
Bangladesh (ICSB) and Bangladesh Secretarial
Standards (BSS) as
adopted by ICSB
 51

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied
1(7)(a) The Board shall lay down a code of conduct, √ There is a written Code of
based on the recommendation of the Conduct for the Chair of
Nomination and Remuneration Committee the Board, other board

STRATEGIC OVERVIEW
members and CEO of the
(NRC), for the Chair of the Board, other board
Company, which was
members and Chief Executive Officer of the recommended by the NRC
Company and approved by the Board

1(7)(b) The code of conduct as determined by the √ The Code of Conduct as

NRC shall be posted on the website of the recommended by the NRC
Company and approved by the Board
is available on the website
of the Company

2 Governance of Board of Directors of Subsidiary N/A Grameenphone does not

Company have any subsidiary Company
as on reporting date

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

3(1)(a) The Board shall appoint a CEO, a Company √ The CEO, CFO, CS, Head of
Secretary (CS), a Chief Financial Officer (CFO) and Internal Audit and Head of
a Head of Internal Audit and Compliance (HIAC) Ethics & Compliance have
been appointed by the
Board

3(1)(b) The positions of the CEO, CS, CFO and HIAC shall N/A The CEO, CFO, CS, Head of
be filled by different individuals Internal Audit and Head of
Ethics & Compliance are
different individuals and their
roles and responsibilities are
separately defined

3(1)(c) The CEO, CS, CFO and HIAC of a listed √ The CEO, CFO, CS, Head of
company shall not hold any executive position Internal Audit and Head of
in any other company at the same time Ethics & Compliance do not
hold any executive position
in any other company

3(1)(d) The Board shall clearly define respective roles, √ The roles and
responsibilities and duties of the CFO, the HIAC responsibilities are
and the CS separately defined

3(1)(e) The CEO, CS, CFO and HIAC shall not be removed None No such case in the
from their position without approval of the Board reporting year
as well as immediate dissemination to the
Commission and stock exchange(s)

FINANCIAL ANALYSIS
3(2) The CEO, CS, CFO and HIAC of the company √ The CEO, CFO, CS, Head of
shall attend the meetings of the Board Internal Audit and Head of
Ethics & Compliance
attended in the Board
Meetings

3(3)(a) The CEO and CFO shall certify to the Board that √ The CEO and CFO have duly
they have reviewed financial statements for the certified to the Board and
year and that to the best of their knowledge the declaration is disclosed
as Annexure-IV on page 58
and belief
of the Annual Report

3(3)(a)(i) These statements do not contain any materially √ -do-

untrue statement or omit any material fact or
contain statements that might be misleading

3(3)(a)(ii) These statements together present a true and √ -do-

fair view of the company’s affairs and are in
compliance with existing accounting standards
and applicable laws
ADDITIONAL INFORMATION

3(3)(b) The CEO and CFO shall also certify that there √ -do-
are, to the best of their knowledge and belief,
no transactions entered into by the company
during the year which are fraudulent, illegal or in
violation of the code of conduct for the
company’s Board or its members

3(3)(c) The certification of the CEO and CFO shall be √ The declaration by the CEO
disclosed in the Annual Report and CFO is disclosed on
page 58 of the Annual
Report

4(i) There shall be a Audit Committee as a √ The Board formed the

sub-committee of the Board Audit Committee on 10
November 2008
 52

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied

4(ii) There shall be a Nomination and Remuneration √ The Board formed the NRC
Committee as a sub-committee of the Board on 11 December 2018

5(1)(a) The Company shall have an Audit Committee √ Audit Committee is

established as per BSEC
guidelines

5(1)(b) The Audit Committee shall assist the Board in √ The Audit Committee
ensuring that the financial statements reflect discharges as per BSEC
true and fair view of the state of affairs of the guidelines
company and in ensuring a good monitoring
system within the business

5(1)(c) The Audit Committee shall be responsible to √ The duties of the Audit
the Board; the duties of the Audit Committee Committee are clearly
shall be clearly set forth in writing defined in the Board
approved Audit Committee
Charter as per BSEC
guidelines

5(2)(a) The Audit Committee shall be composed of at √ Audit Committee

least 3 (three) members comprises of 3 (three)
members

5(2)(b) The Board shall appoint members of the Audit √ All members of the Audit
Committee who shall be non-executive Committee are non
directors of the company excepting Chair of executive directors, out of
which one member is ID. All
the Board and shall include at least 1 (one)
the members are appointed
independent director by the Board. The Chair of
the Board is not the
member of the Audit
Committee
GRAMEENPHONE ANNUAL REPORT 2021

5(2)(b) The Board shall appoint members of the Audit √ All members of the Audit
Committee who shall be non-executive Committee are non
directors of the company excepting Chair of executive directors, out of
the Board and shall include at least 1 (one) which one member is ID. All
independent director the members are
appointed by the Board.
The Chair of the Board is
not the member of the
Audit Committee

5(2)(c) √
All members of the audit committee should be Based on the academic
“financially literate” and at least one (1) member qualifications and
shall have accounting or related financial professional experience,
management background and ten (10) years of which provided on page 24
such experience of the Annual Report
demonstrate that all the
existing members of the
Audit Committee are
“financially literate” and
they have “related financial
management’ experience
as per BSEC notification

5(2)(d) The Board shall appoint new Committee None No such case in the
member to fill up the casual vacancy reporting year

immediately or not later than one (1) month

from the date of vacancy in the Committee to
ensure continuity of the performance of work
of the Audit Committee

5(2)(e) The Company Secretary shall act as the √ In practice

secretary of the Committee

5(2)(f) The quorum of the Audit Committee meeting √ In practice

shall not constitute without at least one (1)
independent director
5(3)(a) The Board shall select 1 (one) member of the Audit √ The Chair of the Audit
Committee to be Chair of the Audit Committee, Committee is an
who shall be an independent director Independent Director
 53

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied
5(3)(b) In the absence of the Chairperson of the Audit None No such case in the
Committee, the remaining members may elect reporting year
one of themselves as Chair for that particular

STRATEGIC OVERVIEW
meeting and the reason of absence of the
regular Chairperson shall be duly recorded in
the minutes

5(3)(c) Chair of the Audit Committee shall remain √ The Chair of the Audit
present in the Annual General Meeting (AGM) Committee attended in the
24th AGM held on 19 April
2021

5(4)(a) The Audit Committee shall conduct at least √ There were eight (8)
four (4) meetings in a financial year meetings held during the
reporting period

5(4)(b) The quorum of the meeting of the Audit √ In practice

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

Committee shall be constituted in presence of
either two members or two third of the
members of the Audit Committee, whichever is
higher, where presence of an independent
director is a must
5(5) Meeting of the Audit Committee

5(5)(a) Oversee the financial reporting process √ The Audit Committee

performs as per BSEC
guidelines

5(5)(b) Monitor choice of accounting policies and √ -do-

principles

5(5)(c) Monitor Internal Audit and Compliance √ -do-

process, including approval of the Internal Audit
and Compliance Plan and review of the Internal
Audit and Compliance Report

5(5)(d) Oversee hiring and performance of external √ -do-

auditors

5(5)(e) Hold meeting with the external or statutory √ -do-

auditors for review of the Annual financial
statements before submission to the Board for
approval or adoption

FINANCIAL ANALYSIS
5(5)(f) Review along with the management, the annual √ -do-
financial statements before submission to the
Board for approval

5(5)(g) Review along with the management, the √ -do-

quarterly and half yearly financial statements
before submission to the Board for approval

5(5)(h) Review the adequacy of internal audit function √ -do-

5(5)(i) Review the Management’s Discussion and √ -do-

Analysis before disclosing in the Annual Report

5(5)(j) Review statement of all related party √ -do-

transactions submitted by the management

5(5)(k) Review Management Letters or Letter of √ -do-

Internal Control weakness issued by statutory
auditors
ADDITIONAL INFORMATION

5(5)(l) Oversee the determination of audit fees and √ -do-

evaluate the performance of external auditors

5(5)(m) Oversee whether the proceeds raised through None No IPO was made in the
Initial Public Offering (IPO) have been utilised as year 2021
per the purposes stated in relevant offer
document or prospectus approved by the
Commission

5(6)(a)(i) The Audit Committee shall report on its √

activities to the Board

5(6)(a) (ii)(a) The Audit Committee shall report on conflicts None No such event in the
of interests reporting year
 54

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied
5(6)(a) (ii)(b) Suspected or presumed fraud or irregularity or None No such event in the
material defect identified in the internal audit reporting year
and compliance process or in the financial
statements

5(6)(a) (ii)(c) Suspected infringement of laws, regulatory None No such event in the
compliances including securities related laws, reporting year
rules and regulations; and

5(6)(a) (ii)(d) Any other matter which the Audit Committee None No such event in the
deems necessary shall be disclosed to the reporting year
Board immediately

5(6)(b) Reporting to BSEC (if any, which has material None No such event in the
impact on the financial condition and results of reporting year
operation, unreasonably ignored by the
management)

5(7) Reporting to the Shareholders and General √ Activities of the Audit

Investors of Audit Committee Activities, which Committee are reported
shall be signed by the Chair of the Audit on page 30 of the Annual
Report
Committee and disclosed in the Annual Report

6(1)(a) The company shall have a Nomination and √ NRC is established as per
Remuneration Committee (NRC) BSEC guidelines

6(1)(b) The NRC shall assist the Board in formulation of √ The NRC discharges as per
the nomination criteria or policy for given guidelines
determining qualifications, positive attributes,
experiences and independence of directors
and top level executive as well as a policy for
formal process of considering remuneration of
GRAMEENPHONE ANNUAL REPORT 2021

directors, top level executive

6(1)(c) The Terms of Reference (ToR) of the NRC shall √ The duties of the NRC are
be clearly set forth in writing covering the areas clearly defined in the Board
stated at the condition No. 6(5)(b) approved NRC Charter as
per BSEC guidelines

6(2)(a) The Committee shall comprise of at least three √ NRC comprises of three (3)
(3) members including an independent director members, which includes
one ID

6(2)(b) All members of the Committee shall be √ All members of NRC are
non-executive directors non-executive directors

6(2)(c) Members of the Committee shall be nominated √ All members of the NRC are
and appointed by the Board appointed by the Board

6(2)(d) The Board shall have authority to remove and √ In practice

appoint any member of the Committee

6(2)(e) The Board shall fill the casual vacancy within None No such case in the
one hundred eighty (180) days of such vacancy reporting year
occurring in the Committee

6(2)(f) The Chairperson of the Committee may None No such case in the
appoint or co-opt any external expert and/or reporting year
member(s) of staff to the Committee as
advisor who shall be non-voting member

6(2)(g) The Company Secretary shall act as the √ In practice

secretary of the Committee

6(2)(h) The quorum of the NRC meeting shall not √ No such case in the
constitute without attendance of at least an reporting year
independent director

6(2)(i) No member of the NRC shall receive, either √ No such case in the
directly or indirectly, any remuneration for any reporting year
advisory or consultancy role or otherwise,
other than Director’s fees or honourarium from
the company

6(3)(a) The Board shall select 1 (one) member of the √ The Chair of the NRC is an
NRC to be Chair of the Committee, who shall Independent Director
be an independent director
 55

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied

6(3)(b) In the absence of the Chair of the NRC, the None No such case in the
remaining members may elect one of reporting year

STRATEGIC OVERVIEW
themselves as Chair for that particular
meeting, the reason of absence of the regular
Chair shall be duly recorded in the minutes

6(3)(c) The Chair of the NRC shall attend the Annual √ The Chair of the NRC
General Meeting (AGM) to answer the attended in the 24th AGM
queries of the shareholders held on 19 April 2021

6(4)(a) The NRC shall conduct at least one meeting in a √ There were five (5)
financial year meetings held during the
reporting period

6(4)(b) The Chair of the NRC may convene any None No such case in the
emergency meeting upon request by any reporting year

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

member of the NRC

6(4)(c) The quorum of the meeting of the NRC shall be √ In practice

constituted in presence of either two members
or two third of the members of the Committee,
whichever is higher, where presence of an
independent director is must

6(4)(d) The proceedings of each meeting of the NRC √ In practice

shall duly be recorded in the minutes and such
minutes shall be confirmed in the next meeting
of the NRC

6(5)(a) NRC shall be independent and responsible or √ The NRC performs as per
accountable to the Board and to the shareholders BSEC’s guidelines

6(5)(b)(i)(a) The level and composition of remuneration is √ -do-

reasonable and sufficient to attract, retain and
motivate suitable directors to run the company
successfully

6(5)(b)(i)(b) The relationship of remuneration to √ -do-

performance is clear and meets appropriate
performance benchmarks

FINANCIAL ANALYSIS
6(5)(b)(i)(c) Remuneration to directors, top level executive √ -do-
involves a balance between fixed and incentive
pay reflecting short and long-term
performance objectives appropriate to the
working of the company and its goals

6(5)(b)(ii) Devising a policy on Board’s diversity taking into √ -do-

consideration age, gender, experience, ethnicity,
educational background and nationality

6(5)(b)(iii) Identifying persons who are qualified to √ -do-

become directors and who may be appointed
in top level executive position in accordance
with the criteria laid down, and recommend
their appointment and removal to the Board

6(5)(b)(iv) Formulating the criteria for evaluation of √ -do-

performance of independent directors and the
Board
ADDITIONAL INFORMATION

6(5)(b)(v) Identifying the company’s needs for employees √ -do-

at different levels and determine their selection,
transfer or replacement and promotion criteria

6(5)(b)(vi) Developing, recommending and reviewing √ -do-

annually the company’s human resources and
training policies

6(5)(c) The Company shall disclose the nomination The policy, criteria and
and remuneration policy and the evaluation activities of NRC are given
criteria and activities of NRC during the year at on Page 32 of the Annual
a glance in its annual report Report
 56

Compliance Status (“√” has been

Condition put in the appropriate column)
Title Remarks (If any)
No. Complied Not Complied
7(1) Statutory auditors not be engaged in the following services

7(1)(i) Appraisal or valuation services or fairness √ As declared by the Auditors

opinions
7(1)(ii) Financial information systems design and √ -do-
implementation
7(1)(iii) Book-keeping or other services related to the √ -do-
accounting records or financial statements

7(1)(iv) Broker-dealer services √ -do-

7(1)(v) Actuarial services √ -do-

7(1)(vi) Internal audit services or special audit services √ -do-

7(1)(vii) Any service that the Audit Committee √ -do-

determines

7(1)(viii) Audit or certification services on compliance √ -do-

of corporate governance
7(1)(ix) Any other service that creates conflict of interest √ -do-

7(2) No partner or employees of the external audit √ -do-

firms shall possess any share of the company
they audit at least during the tenure of their
audit assignment of that company; his or her
family members also shall not hold any shares
in the said company
7(3) Representative of external or statutory auditors √ The representative of
shall remain present in the Shareholders external auditors attended
Meeting (Annual General Meeting or in the 24th AGM held on 19
GRAMEENPHONE ANNUAL REPORT 2021

April 2021
Extraordinary General Meeting) to answer the
queries of the shareholders

8(1) The company shall have an official website √ In practice

linked with the website of the stock exchange

8(2) The company shall keep the website functional √ In practice

from the date of listing

8(3) The company shall make available the detailed √ In practice

disclosures on its website as required under
the listing regulations of the concerned stock
exchange(s)

9(1) The company shall obtain a certificate from a √ The company obtained the
practicing Professional Accountant or Secretary certificate from M/s
(Chartered Accountant or Cost and Al-Muqtadir Associates,
Chartered Secretaries and
Management Accountant or Chartered
such certificate is
Secretary) other than its statutory auditors or disclosed on page 65 of the
audit firm on yearly basis regarding compliance Annual Report
of conditions of Corporate Governance Code of
the Commission and such certificate shall be
disclosed in the Annual Report.
9(2) The professional who will provide the √ The Board appointed the
certificate on compliance of this Corporate Compliance Auditor and
Governance Code shall be appointed by the their appointment was
approved by the
shareholders in the annual general meeting. Shareholders

9(3) Directors statement in the directors’ report √ Detailed status of

whether the company has complied with compliance is given on
these conditions or not page 65 of the Annual
Report in the compliance
schedule as published with
the Directors’ Report
 57

Annexure II
Board Meeting and attendance during the year ended 31 December 2021
Name of Directors Board Member Since Number of meetings
attended during 2021

STRATEGIC OVERVIEW
Mr. M Shahjahan** 26 June 2006 06/07
Mr. Md. Ashraful Hassan 20 January 2010 07/07
Mr. Håkon Bruaset Kjøl** 14 September 2011 05/07
Mr Øivind Burdal 18 May 2016 07/07
Dr. Salehuddin Ahmed 12 December 2018 07/07
Mr. Lars Erik Tellmann** 11 December 2019 06/07
Mr. Jørgen C. Arentz Rostrup 09 June 2020 07/07
Mr. Abdul-Muyeed Chowdhury 14 September 2020 07/07
Ms. Tone Ripel 18 October 2020 06/07

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

Ms. Nurjahan Begum 16 December 2021 00/00
Ms. Parveen Mahmud* 17 October 2012 03/07
* Ms. Parveen Mahmud retired from the Board on 15 December 2021
** In compliance with the law, the Board granted leave of absence to the members who were unable to attend Board meetings.

Annexure III
The Pattern of Shareholding as on 31 December 2021

Name of Shareholders Status Shares Held Percentage

i) Parent/Subsidiary/Associate Companies
Telenor Mobile Communications AS - 753,408,154 55.80%
Grameen Telecom - 461,766,409 34.20%
ii) Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and
their spouses and minor children
Mr. Jørgen C. Arentz Rostrup Chair - -
Mr. M Shahjahan Board Member - -
Mr. Md. Ashraful Hassan Board Member - -
Mr. Håkon Bruaset Kjøl Board Member - -

FINANCIAL ANALYSIS
Mr. Øivind Burdal Board Member - -
Dr. Salehuddin Ahmed Board Member - -
Mr. Lars Erik Tellmann Board Member - -
Mr. Abdul-Muyeed Chowdhury Board Member - -
Ms. Tone Ripel Board Member - -
Ms. Nurjahan Begum Board Member - -
Mr. Yasir Azman Chief Executive Officer 39,783 0.00%
Mr. Jens Becker Chief Financial Officer - -
Mr. S M Imdadul Haque Company Secretary 500 0.00%
Mr. Hasan Faisal Head of Internal Audit 195 0.00%
iii) Executives (as explained in the BSEC’s Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07
August 2012) (The following list is prepared based on executive joining date)
ADDITIONAL INFORMATION

Mr. Hossain Sadat Chief Corporate Affairs Officer (Acting) 376 0.00%
Mr. Mohammad Sajjad Hasib Chief Marketing Officer - -
Mr. Syed Tanvir Husain Chief Human Resources Officer - -
Mr. Kazi Mahboob Hassan Chief Business Officer - -
Mr. Solaiman Alam Chief Digital & Strategy Officer - -
iv) Shareholders holding ten percent or more voting interest
Telenor Mobile Communications AS - 753,408,154 55.80%
Grameen Telecom - 461,766,409 34.20%
 58

Annexure IV

Declaration by the CEO and the CFO

[As per condition No. 1(5)(xxvi) of Corporate Governance Code 2018]

The Board of Directors

Grameenphone Ltd.

Subject: Declaration on Financial Statements for the year ended on 31 December 2021.

Dear Sirs,
Pursuant to the condition No.1(5)(xxvi) imposed vide the Commission’s Notification No.
BSEC/CMRRCD/2006-158/207/ Admin/80 dated 03 June 2018 under section 2CC of the Securities and Exchange
Ordinance, 1969, we do hereby declare that:

(1) The Financial Statements of Grameenphone Ltd. for the year ended on 31 December 2021 have been prepared
in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards
(IFRS), as applicable in Bangladesh and any departure there from has been adequately disclosed;
(2) The estimates and judgments related to the financial statements were made on a prudent and reasonable basis,
in order for the financial statements to reveal a true and fair view;
(3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly
presented in its financial statements;
(4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control and
maintenance of accounting records;
(5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established
GRAMEENPHONE ANNUAL REPORT 2021

policies and procedures of the Company were consistently followed; and

(6) The management’s use of the going concern basis of accounting in preparing the financial statements is
appropriate and there exists no material uncertainty related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that:

(i) We have reviewed the financial statements for the year ended on 31 December 2021 and that to the best of our
knowledge and belief;
(a) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(b) these statements collectively present true and fair view of the Company’s affairs and are in compliance with
existing accounting standards and applicable laws; and
(ii) There are, to the best of knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its
members.

Sincerely yours,

(Yasir Azman) (Jens Becker)

Chief Executive Officer (CEO) Chief Financial Officer (CFO)

26 January 2022
 59

Annexure V

Management’s Discussion and Analysis

Management’s Discussion and Analysis is designed to provide you with a narrative explanation through the eyes

STRATEGIC OVERVIEW
of our leadership on how we performed and information about our financial condition and prospects. As the
Management’s Discussion and Analysis is intended to supplement and complement our financial statements, we
recommend that you read this in conjunction with our financial statements for the year ended 2021.

The Financial and Economic Scenario of Bangladesh and the Globe

Despite being hit by multiple waves of the Covid-19 pandemic, quick and decisive actions by the local authorities,
supported by the external environment, led to a much faster rebound than regional peers1. Bangladesh continues
to be among the fastest-growing economies globally over the past decade. While the real GDP growth rate
declined from 8.2% to 3.5% in 2020, the IMF (International Monetary Fund) expects that GDP growth will rebound to
4.6% in 2021 and 6.6% in the fiscal year of 2021-2022 (July 2021-June 2022)2. To recover fully and achieve its growth

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

ambitions of upper-middle-income country status, Bangladesh needs to address the challenge of containing
Covid-19.

This context offers a favourable macroeconomic backdrop for the telecoms market in Bangladesh. There remain
sizable opportunities to monetise mobile and fixed data connectivity demand3. Data users, both new and existing
subs to migrate to 4G, will be a crucial driver of revenue growth, and hence, LTE network expansions will remain
the priority for the operators in the short term.

Global economic recovery continues even as the pandemic resurges; however, vaccine access and early policy
support remain principal drivers for faster recovery. While the global economy is projected to grow 5.9 percent in
2021 and 4.9 percent in 2022, the uncertainty of new Covid-19 mutations throw shadows on how quickly the
pandemic can be expected to overcome4.

Covid-19 Impact on the Business

2021 marked the second and third waves of Covid-19 in Bangladesh, triggering the authorities to impose several
bouts of lockdowns and restrictions to contain the spread of the virus. The lockdowns and subsequent limits on
movement greatly impacted the country's socio-economic activities, adversely affecting top-line growth for
Grameenphone. The first year of the pandemic had already left many challenges that had an extremely
unfavourable effect on the livelihoods of many people; it also brought about a paradigm shift in our customer
behaviour. The economic impact has had a prolonged effect on the population’s spending capacity and income

FINANCIAL ANALYSIS
level at large.

As a designated emergency service provider, Grameenphone stood steadfast in its commitment to connecting
people to what matters most and contributing to society’s greater good. The Company continued strengthening its
network by changing its operating model, acquiring advanced capabilities from the partners, rolling out new
towers and deploying additional spectrum throughout the year. Regional team members have completed
extensive market drives to rejuvenate pump energy into the entire physical distribution and managed retail
touchpoints. With a strong business continuity plan in place, Grameenphone is
strengthening collaboration internally and among the ecosystem partners to Total Subscription
drive growth through experience and innovative services safely and responsibly. 83,263
79,037
Overall Operating Performance in 2021
Grameenphone generated total revenue of BDT 143.1 billion (2020: BDT 139.6 46.5% 46.1%
billion), with a growth of 2.5% in year 2021 compared to the previous year.
Operating profit marginally decreased in 2021 due to higher direct cost, market
ADDITIONAL INFORMATION

expense and restructuring cost, which was partially offset by topline growth,
resulting into 0.2% decrease from last year. Net profit after tax for 2021 stood at
BDT 34.1 billion (2020: BDT 37.2 billion). Grameenphone added 4.2 million 2020 2021
subscribers in 2021 taking the year-end subscription base to 83.3 million, despite Subscription (in 000)
lockdowns during mid of the year triggered by the second wave of Covid-19. End-of-Year Market Share

* Market share based on BTRC published information

1 IMF Staff Team Projection, Dec 19 – Press Release
2 World Bank, IMF – Bangladesh Economic Outlooks
3 Analysis Mason Emerging Asia–Pacific telecoms market: trends and forecasts 2021–2026
4 IMF Global Economic Outlook October 2021
 60

Total number of internet users stood at 44.6 million at the end of 2021 which was 53.5% of its total subscriber base.
This also includes 27.6 million 4G data user which was 39.7% higher than last year. Number of 4G sites of
Grameenphone reached more than 17,000 while coverage expansion continued in 2021. This has resulted into
96.8% 4G network population coverage for Grameenphone. To facilitate the growing demand of customers,
Grameenphone acquired 10.4MHz spectrum at the end of first quarter which was deployed in more than 10,000
sites along with re-farming of 1800MHz band.

Amidst restrictions due to Covid-19, Grameenphone regained top line growth momentum through growth in
bundle & data services, supported by deployment of new spectrum and site roll-out in 2021.

Customers and Average Revenue/Minutes per User (ARPU & AMPU) ARPU & AMPU
The subscription base of Grameenphone stood at 83.3 million at the 210 203
end of 2021 with a growth of 5.3% from last year. According to BTRC 150 143
published information, Grameenphone’s subscription market share
stood at 46.1% at the year-end, with 0.4pp decrease from last year.

ARPU of Grameenphone decreased at BDT 143 in year 2021 (2020:

BDT 150), mainly due to lower contribution from voice & interconnect
segment which was partly offset by higher contribution from bundle
services. In 2021, AMPU was 203 minutes (2020: 210 minutes) with a 2020 2021
decrease of 3.6%, mainly attributed to Covid-19.
ARPU (BDT) AMPU (Minutes)

Revenue Performance
Grameenphone reported total revenue of BDT 143.1 billion for the year 2021 (2020: BDT 139.6 billion), with 2.5%
growth. The increase in total revenue mainly came from higher mobile communication revenue, which was driven
by higher bundle & data only services, partly offset by lower voice only revenue.
GRAMEENPHONE ANNUAL REPORT 2021

Revenue Composition Mobile Communication Revenue Composition

0.2% 4.0% 3.4%

0.3% 1.3%
4.0% 8.8%
1.1% 3.8%
1.2%
24.7% 24.7%

98.5% 66.0%
98.7% 59.3%

2020 2021 2020 2021

Mobile Communication Lease revenue Other Voice Data Interconnection Bundle Others

With continued drive through attractive bundle packs, bundle services revenue grew by seven times compared to
last year. As a result, bundle revenue mix in mobile communication revenue increased to 8.8% compared to 1.3% in
last year.

Revenue from voice only services decreased by 8.1%, while data only
Bundle Revenue Contribution
revenue increased by 2.3%. Total subscription base grew by 5.3%,
along with 8% growth in active internet user.
8.8%
Interconnection revenue continued to decrease in 2021 with a
de-growth of 4.5%. In addition to the increasing proliferation of OTT
services (e.g., WhatsApp, Viber, IMO, Facebook Messenger, etc.),
interconnect revenue growth in 2021 was further impacted by
1.3%
imposition of SMP directives from third quarter of last year (reduction
2020 2021
in national call termination rate).

% of Mobile Communication Revenue

 61

Cost and Margin Review Operating Profit & Operating Profit Margin
Total operating expense of Grameenphone stood at BDT 63.4 63.3
79.7 billion (2020: BDT 76.2 billion) with 4.7% increase
compared to last year. The growth in operating expense
45.4% 44.3%

STRATEGIC OVERVIEW
mainly came from higher sales, marketing and
commission, salaries & personnel and cost of material and
traffic charges, partly offset by lower other operating
expenses and depreciation. Higher sales, marketing and
commission cost was mainly driven by higher revenue and
enhanced market drive to regain growth momentum, 2020 2021

which was partly offset by increased share of digital sales. Operating Profit (Bn BDT) Operating Profit Margin
BDT 3.5 billion increase in total revenue and BDT 3.6 billion
increase in operating expense resulted into BDT 0.1 billion
decrease in operating profit for Grameenphone in 2021.
Profit After Tax & Profit Before Tax

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

Operating profit margin of Grameenphone stood at 44.3%
(2020: 45.4%). 62.8 60.8

Profit after Tax 37.2 34.1

Net profit after tax for 2021 was BDT 34.1 billion (2020: 37.2 26.6%
23.9%
billion) with a margin of 23.9%, which was 2.8pp lower
compared to last year. BDT 3.1 billion decrease in net profit
after tax mainly came from 2.0 billion lower profit before
tax and 1.1 billion higher tax expenses. The decrease in
profit before tax and increase in tax expense in 2021 was 2020 2021

mainly due to favourable one-off impact from provision Profit After Tax (Bn BDT) Profit Before Tax (Bn BDT)
adjustment in 2020. NPAT Margin

Capital Expenditure (Capex) and Network

Updates
In 2021, Grameenphone reported BDT 37.2 billion as capital
expenditure including BDT 11.0 billion for 10.4MHz spectrum
Capex (Bn BDT)
acquisition (2020: BDT 13.8 billion), with a ‘total capex to
sales’ ratio of 26.0%. Majority of the investment in 2021 was 37.173

FINANCIAL ANALYSIS
related to rolling out of 4G sites, capacity increase for data
traffic & coverage expansion - all in order to provide
superior voice & data experience for the customers. In
13.759
2021, Grameenphone rolled out 3,000+ new 4G sites taking
the total number of 4G sites at 17,000+, covering 96.8%
population under 4G network (2020: 91.1%). With 1,700+
new coverage sites in 2021, Grameenphone’s total site
2020 2021
locations reached more than 18,000 sites across the
country and thus currently providing its telecommunication
services covering 99.6% of the total population of the
country.
ADDITIONAL INFORMATION
 62

Comparative analysis of financial performance, financial position, and cash flows

Major areas of financial performance, financial position as well as cash flows [including effects of inflation (Table
– 2)] with immediate preceding five years are as follows:

Table – 1:

Reported numbers 2021 2020 2019 2018 2017 2016

Restated Adjusted Adjusted
Financial Performance (in million BDT)
Revenue 143,066 139,606 143,656 132,832 128,436 114,862
Operating Profit 63,336 63,440 66,652 56,777 49,340 40,950
Profit before tax 60,821 62,801 63,899 54,848 46,419 37,127
Net Profit after tax 34,129 37,187 34,517 33,363 26,146 21,721
Financial Position (in million BDT)
Paid-up Capital 13,503 13,503 13,503 13,503 13,503 13,503
Shareholders' equity 49,879 52,108 38,347 36,836 31,388 31,116
Total assets 163,007 148,184 148,734 138,713 130,220 130,500
Total liabilities 113,128 96,077 110,387 101,877 98,832 99,384
Current assets 9,868 9,931 20,999 13,369 20,658 10,941
Current liabilities 85,236 76,656 90,426 82,963 78,274 70,536
Non current assets 153,139 138,253 127,735 125,345 109,562 119,558
Non current liabilities 27,892 19,420 19,961 18,914 20,558 28,848
GRAMEENPHONE ANNUAL REPORT 2021

Cash Flows (in million BDT)

Net cash generated from operating activities 57,814 33,572 57,393 60,413 57,771 46,152
Net cash used in investing activities (18,786) (11,217) (14,263) (30,200) (12,944) (19,839)
Net cash used in financing activities (38,878) (33,517) (35,308) (36,699) (35,336) (27,553)
Financial Ratios
Current Asset to Current Liability 0.12 0.13 0.23 0.16 0.26 0.16
Debt to Equity 0.75 0.42 0.62 0.50 0.63 0.87
Operating Profit Margin 44% 45% 46% 43% 38% 36%
Net Profit Margin 24% 27% 24% 25% 20% 19%
Return on Equity 67% 82% 92% 98% 84% 72%
Return on Total Assets 22% 25% 24% 25% 20% 17%
Ordinary Shares Information
Ordinary Shares outstanding (in million) 1,350 1,350 1,350 1,350 1,350 1,350
Face Value per share 10 10 10 10 10 10
Cash Dividend on paid up capital 1 250% 275% 130% 280% 205% 175%
Dividend payout 1 98.91% 100% 51% 113% 106% 109%
NAV per Share 2 36.94 38.59 28.40 27.28 23.25 23.04
Net Operating Cash Flow per Share 3 42.82 24.86 42.50 44.74 42.78 34.18
Earnings Per Share 3 25.28 27.54 25.56 24.71 19.36 16.09

*Gain/loss on disposal of property, plant and equipment has been included in operating profit.
1 Including proposed dividend
2 Based on BDT 10 equivalent ordinary share outstanding on 31 December
3 Based on weighted average number of shares of BDT 10 each
 63

Table – 2:

Inflation Adjusted numbers 2021 2020 2019 2018 2017 2016

Restated Adjusted Adjusted

Financial Performance (in million BDT)

STRATEGIC OVERVIEW
Revenue 109,020 112,277 122,108 119,095 121,809 114,862

Operating Profit 48,263 51,021 56,654 50,905 46,795 40,950

Profit before tax 46,347 50,507 54,314 49,176 44,024 37,127

Net Profit after tax 26,007 29,907 29,339 29,912 24,797 21,721

Financial Position (in million BDT)

Paid-up Capital 10,290 10,860 11,478 12,107 12,806 13,503

Shareholders' equity 38,009 41,907 32,595 33,027 29,769 31,116

ENVIRONMENT, SOCIAL AND GOVERNANCE REPORT

Total assets 124,215 119,176 126,425 124,368 123,502 130,500

Total liabilities 86,207 77,269 93,829 91,341 93,733 99,384

Current assets 7,519 7,987 17,849 11,986 19,593 10,941

Current liabilities 64,952 61,650 76,863 74,384 74,236 70,536

Non current assets 116,696 111,189 108,575 112,382 103,909 119,558

Non current liabilities 21,254 15,619 16,967 16,958 19,497 28,848

Cash Flows (in million BDT)

Net cash generated from operating activities 44,056 27,000 48,784 54,165 54,791 46,152

Net cash used in investing activities (14,315) (9,021) (12,124) (27,076) (12,276) (19,839)

Net cash used in financing activities (29,626) (26,956) (30,012) (32,904) (33,513) (27,553)

Inflation Rate 5.54% 5.69% 5.48% 5.78% 5.44% 5.92%

*Inflation Rate Source: Bangladesh Bureau of Statistics
*Since inflation rates are only available for fiscal years, they have been applied for the financial years

FINANCIAL ANALYSIS
Comparison of financial performance, financial position, and cash flow with the peer industry scenario
Peer companies of Grameenphone in telecommunication industry in Bangladesh include Robi Axiata Limited
(Robi), Banglalink Digital Communications Limited and Teletalk Bangladesh Ltd. (Teletalk). Among these three
companies, Robi Axiata Limited (Robi) has been enlisted with Dhaka Stock Exchange and Chittagong Stock
Exchange on 24 December 2020 and thus enable for a comparative benchmarking. Following is the comparative
peer review with Robi Axiata Limited and its subsidiary, based on its latest available 3rd Quarter/9 Months
Un-audited Financial Statements:

Grameenphone VS. Robi (Jan-Sep’21)

Grameenphone   Robi

(in billion BDT)

106.8 Revenue 61.0

(in billion BDT)

47.7 Operating Profit 7.4
ADDITIONAL INFORMATION

(in billion BDT)

26.0 Profit After Tax 1.7

(BDT)
19.23 Basic EPS 0.32

(BDT)
30.8 NAV/Share 12.6

(BDT)
33.9 NOCF/Share 4.5

Accounting policies and estimation for preparation of financial statements

The financial statements of Grameenphone have been prepared in accordance with International Financial
Reporting Standards (IFRS), the Companies Act 1994, the Securities and Exchange Rules 2020, relevant guidelines
 64

issued by the Bangladesh Securities and Exchange Commission, Financial Reporting Act, 2015 and other applicable
laws in Bangladesh. Detail of the accounting policies and estimation used for preparation of the financial
statements of the Company are disclosed in the notes 2 & 3 of the financial statements.

Changes in accounting policies and estimation

The accounting policies applied are consistent with those applied in the previous financial year.

Risks and concerns related to the financial statements

Grameenphone has a structured process in place to identify Financial Statement risks and implement mitigating
controls. The Company has an integrated process that review risks arising from transactions, processes, and
people, as well as from the external and regulatory environment. Each year, the Financial Statement risks are
reviewed, involving control and process owners, to ensure that Financial Statement assertions are met.
Grameenphone follows a risk-based approach where both standard risks, common to all Telenor Business Units,
and local risks, arising from local business processes, people, and regulatory environment, are addressed. Each
risk is evaluated against a probability and impact matrix and categorised into a four-point rating scale (Very High,
High, Medium, and Low).

Appropriate controls are designed and embedded in the processes to mitigate the identified risks to an acceptable
level. ‘Risk coverage’ is carried out every year to update the control description and enhance control capabilities to
ensure the effectiveness and efficiency of risk management.

Future Plan of Grameenphone 2022

Grameenphone will continue to capitalise on the data revolution by providing a greater customer experience and
providing users more beneficial reasons to use the services. We will continue to invest in our technological
capabilities, which will enable us to bring minds and ideas together. One of our focus areas going ahead is to grow
responsibly with our partners and within our ecosystems; we will focus on managing our value chain ecosystem
while at the same time make a big impact on Bangladesh. Grameenphone has been a partner of Bangladesh’s
development journey for more than the last two decades and going forward we see our role being strengthened in
realising Bangladesh Govt.’s vision of becoming a digital economy and digitally connected society.
GRAMEENPHONE ANNUAL REPORT 2021

These ambitions in our strategy are broken down into the following four key Value Drivers:

1. Grow Revenue: Our focus is to continue as a strong customer-focused brand that empowers people with
superior connectivity. This means increased focus on digital services made accessible through our growing
digital channels, while continuing to focus on a high quality, consistent voice, and data experience across
Bangladesh.
2. Differentiate Data Network Experience: We are focused on keeping our position as the best voice and data
experience provider. This will be achieved through focused site rollout and supporting activities. Increasing
readiness for new services within core and beyond and 5G will also enable us to maintain this perception for
the future.
3. Drive Modernisation: To support our growth and network ambitions, we will continue to drive initiatives that
focus on organisational leadership, culture and competence development, alongside continued modernisation
in the Technology and Commercial areas.
4. Responsible Business: Grameenphone’s responsible business strategy will be focused on further
strengthening its social impact in the country while facilitating constructive dialogue on the relevant issues. We
will drive this with an ambition to be recognised as a socially responsible, caring, modern technology services
leader.

The key value drivers outlined above will be driven with a strong emphasis on developing a culture and mindset
across the value chain that will establish safety as an integral part of the business.

We have been at a crossroads in tackling the prolonged Covid effect while building our future-ready capabilities to
address leapfrogged customer behaviours. As we continue to face a fragmented value chain governed by a
dynamic regulatory regime, we will remain proactive to address regulatory and industry issues and deliver on our
strategic ambitions through strong market execution, adding more value to our customers lives.

Yasir Azman
Chief Executive Officer

26 January 2022
Report to the Shareholders of Grameenphone Ltd. on compliance with
the Corporate Governance Code
[As required under code 1(5) (xxvii) of the BSEC Code of Corporate Governance]

We have examined the compliance status to the Corporate Governance Code by Grameenphone Limited for the
year ended on 31st December 2021. This code relates to the gazette notification no: BSEC/CMRRCD/2006
-158/207/Admin/80 dated the 3rd June 2018 of Bangladesh Securities and Exchange Commission (BSEC).

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was
limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to
the conditions of Corporate Governance Code. This is a scrutiny and verification and an independent audit on
compliance of the conditions of Corporate Governance Code as well as provisions of the relevant Bangladesh
Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as
those standards are not inconsistent with any condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations or representations, which we have required,
and after due scrutiny and verification thereof, we report that in our opinion and subject to the remarks and
observations as reported in the connected Compliance Statement :

(a) The Company has complied with the conditions of Corporate Governance as stipulated in the above
mentioned Corporate Governance Code issued by the Commission.
(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as
adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code.
(c) Proper books and records have been kept by the Company as required under the Companies Act 1994, the
securities laws and other relevant laws, and
(d) The standard of governance in the Company is satisfactory.

This report, however, is no endorsement about quality of contents in the Annual Report of the Company for the
year 2021.