Applicability of Professional Codes and Standards in the Capital Market of Bangladesh

with Reference to the CFA Code of Ethics and Standards of Professional Conducts

Submitted to: Barrister M. Zillur Rahman Course Instructor Legal Environment of Business (LEB)

Submitted by: Mashnun Habib Roll # 45 M. Rashedur Rahman Roll # 52 Batch MBA 45E

Institute of Business Administration University of Dhaka

December 31, 2011

Table of Contents
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Executive Summary
Securities market is considered to be one of the vital elements of any economy. Every market needs strong regulatory framework to operate properly and ensure the security of the investment of different investors. In Bangladesh, the capital market is regulated by the Securities and Exchange Commission (SEC). Although there are rules and regulations for the capital market many of which have been formulated by the SEC, they have not been able to regulate the ethics and professional behavior of the capital market participants. Consequently, vested quarters have been able to manipulate prices in the stock market and manage to get away for unethical and corrupt practices. However, there are internationally recognized rules and standards for behavior in the investment field like the Standards of Professional Conduct of Ethics developed by the Chartered Financial Analyst (CFA) Institute. All Institute members and CFA Program candidates must adhere to the Standards in their investment profession and operations. regulating and Codes of the CFA Code and

The government or securities regulator in Bangladesh could adopt relevant codes and standard from the CFA Institute and use them in various aspects of securities trading and market practices. These could even be incorporated as separate rules and regulations which the different market players have to adhere to. The study discusses the relevant sevens standards of professional conduct and the six code of ethics and has looked into local cases and examples which contradict or violate specific standards and codes. These case studies show that implementation of CFA standards and codes into existing rules could have prevented malpractices in the local market. Incorporation of standards and codes like the ones in the CFA Institute into the current regulatory frameworks would bring better governance, transparency and accountability of the capital market. Thus corrupt practices and unethical means that have been employed in stock market debacles could be reduced. If the integration of CFA standards and codes can truly safeguard of the investment and interest of all market players, especially the small investors, peoples confidence in the stock market would return which would be highly beneficial for the national economy.

Background
Securities market is considered to be one of the vital elements of any economy. To function properly, every market needs strong regulatory framework and the strength of regulation works as the indicator of how developed that market is. In Bangladesh, the capital market is regulated by the Securities and Exchange Commission (SEC). For market development, it has drafted many regulatory codes from time to time starting from the70s. Some of the notable acts/rules/ordinances that work as legal framework to the market are: o o o Securities and Exchange Ordinance, 1969 Securities and Exchange Rules, 1987 Securities and Exchange Commission Act, 1993

Unfortunately, the SEC has so far not been very successful in formulating any Act/Code that may regulate the ethics and professional behavior of the capital market participants. As a result, in many cases practitioners lack the boundaries of industry ethics. Allegations, of market manipulators have been being able to get away with their fraudulent practices repeatedly which has led to during the stock market crashes in 1996 and 2011 is an example of this. However, there is a widely accepted form of such a code developed by the Chartered Financial Analyst (CFA) Institute. CFA Institute has been known as the leader of professional certification in the field of investment practices. First created in the 1960s, the Code of Ethics and Standards of Professional Conduct are the ethical benchmark for investment professionals around the globe, regardless of job title, cultural differences, or local laws. All of the CFA Institute members and CFA Program candidates must adhere to the Code and Standards. The institute also recommends other financial institutes to adopt the same code without any prior approval from the CFA Institute. Our objective is to discuss how this code can be used in the local capital market to define the ethical and moral boundaries, as well as to set professional standards.

Objectives
o To analyze the existing sources of regulatory rules/acts/policies related to investment in capital market of Bangladesh, if there is any

To discuss the basics of CFA Code of Ethics and Standards of Professional Conducts in brief To examine and compare the extent to which local regulations and rules adhere to these codes and standards To come up with recommendation as to where and how CFA codes and standards can be useful to create consciousness against corruption, fraud and manipulation of capital market To analyze some cases from the Bangladesh market where the presence and application of any such codes and professional standards could prevent malpractices by market participants

Sources of Information
The study would, primarily, be based on secondary information. However, interviews of the relevant capital market professionals would also be taken into consideration, wherever applicable. The recent probe report submitted by Mr. Ibrahim Khaled in March, 2011 would be used as the source of case study.

Scope
This study would only focus on the ethical obligation and professional conducts of the capital market participants and professionals. This would consider the general context of the capital market without specific focus on any particular sub-area.

Capital Market of Bangladesh

Capital market is a mechanism to flow fund from the hands of small savers (individuals and institutions) at low costs to those entrepreneurs who do need fund to start business or to business. In the other words, capital market mechanism gives a part ownership of big companies/corporations to small savers like you and me. In simple term, it is a globally accepted scheme to share ownership of economic development with general public. History of capital market: Capital market started in USA at Wall Street in 1653. 1t came to Mumbai, the commercial capital of India around 1890. However, investment in shares boomed in late 1970s. It took many years to come to the land, now comprising Bangladesh. The origin of stock market in Bangladesh goes back to April 28, 1954 when a stock exchange was formed under the name East Pakistan Stock Exchange Association at Narayanganj. Trading started in 1956. It was renamed East Pakistan Stock Exchange Ltd. Transferred to Dhaka in 1958 and again renamed Dhaka Stock Exchange Ltd in 1964. (Investopedia, 2011) Trading remained suspended during the Liberation War in 1971. The Dhaka Stock Exchange resumed operation in 1976 with nine listed companies as against 452 today. Capital market in Bangladesh got momentum with the establishment of Securities and Exchange Commission in 1994. A big wing was added to the capital market with the incorporation of Chittagong Stock Exchange on April 1, 1995. Operation of CSE started on October 10, 1995. However, there was a market crash in November 1996. Thousands of investors lost their capital and ran away from the capital market. At that time there was trading floor at both the stock exchanges. Trades were conducted through cry-out system. A high powered enquiry committee was constituted to investigate the cause of the market crash, to suggest remedial actions to avoid such crash in future. Cry-out system of trading was replaced by automated trading system under LAN. Virtually capital market facilities are now expandable to all big cities. The CSE has offered internet trading facility to get excess even from outside the country. The DSE will operate the service soon. The Asian Development Bank granted aid to strength the SEC capacity to become a pro-active regulator and facilitator. Now, we are institutionally better equipped to become a vibrant capital market. Product of capital market: a) Shares, b) Debentures, c) Mutual funds, d) Bonds, e) Derivatives, f) Future and options.

Players of capital market: a) Investors, b) PLCs, C) Stock Exchanges, d) Brokers and Dealers, e) Merchant banks, f) Securities and Exchange Commission, g) CDBL (DSE, 2011). Operation of capital market: Each and every step of capital market operation is regulated. Regulations may come from SEC, Stock Exchanges and CDBL under Securities Act (DSE, 2011). Parameters used to measure size of capital market: a) Number of listed companies, b) Number of securities, C) Size of market capitalization, d) Index, e) Daily trade volume, f) GSP ratio to market capitalization Efficiency indicators of capital market: a) PE multiple, b) Dividend yield, c) Liquidity, d) Visible presence of regulators, e) Exit route regulation for sick PLC. CSE role in Bangladesh capital market development: Automation, On-line trading, SAFE, Securities Institute, International Seminar, Investors training etc. Future action plan for vibrant capital market in Bangladesh: a) Strengthen SEC, b) Capital Market Education: at school, college and university levels, c) Training of Directors of PLC, Regulator and Broker house officials etc, d) Certification system for certain level of officials, e) Introduction of new Products, f) Incentives for listing with Stock Exchange, g) New pricing mechanism for IPO, h) Appropriate fiscal measures, i) Fully automated settlement system, j) Separate bench at High Court. The Economist Intelligence Unit: The Economist Intelligence Unit is the world's foremost provider of country, industry and management analysis. Founded in 1946 the Economist Intelligence Unit of The Economist magazine is now a leading research and advisory firm with more than 40 offices worldwide. For nearly 60 years, the Economist Intelligence Unit has delivered vital business intelligence to influential decision-makers around the world. The Economist's international reach and unfettered independence make it the most trusted and valuable resource for international companies, financial institutions, universities and government agencies. Its mission is to provide executives with authoritative analysis and forecasts to make informed global decisions.

Regulatory Framework of Bangladesh Capital Market

The securities market in Bangladesh is guided by laws and regulations like the Security Act 1920, the Securities and Exchange Ordinance, 1969, Securities and Exchange Rules, 1987 and the Securities and Exchange Commission Act, 1993. The DSE and CSE have their own internal rules, and regulations such as the DSE Automated Trading Regulations 1999, Dhaka Stock Exchange Investors Protection Fund Regulation 1999, the Margin Rules 1999, and Settlement of Stock Exchange Transaction Rules 1998. (Khan, Banglapedia: Stock Exchange, 2006)

Securities and Exchange Commission

The regulatory body of the capital market of Bangladesh is the Securities and Exchange Commission (SEC), which was established on 8th June, 1993 under the Securities and Exchange Commission Act, 1993. The Commission is a statutory body and attached to the Ministry of Finance. The Chairman and Members of the Commission are appointed by the government and have overall responsibility to administer securities legislation. The Commission's main functions are: Regulating the business of the Stock Exchanges or any other securities market Registering and regulating the business of stock-brokers, sub-brokers, share transfer agents, merchant bankers and managers of issues, trustee of trust deeds, registrar of an issue, underwriters, portfolio managers, investment advisers and other intermediaries in the securities market Registering, monitoring and regulating of collective investment scheme including all forms of mutual funds Monitoring and regulating all authorized self-regulatory organizations in the securities market Prohibiting fraudulent and unfair trade practices relating to securities trading in any securities market Promoting investors education and providing training for intermediaries of the securities market Prohibiting insider trading in securities Regulating the substantial acquisition of shares and take-over of companies

 Undertaking investigation and inspection, inquiries and audit of any issuer or dealer of securities, the Stock Exchanges and intermediaries and any selfregulatory organization in the securities market Conducting research and publishing information

Securities and Exchange Ordinance, 1969

The Securities and Exchange Ordinance, 1969 was made during Pakistan era to provide for the protection of investors, regulations of capital markets and dealings in securities. The Ordinance contains sections about the issue of capital and puts restriction on of issue of capital outside Bangladesh by local companies and control on purchase of securities. It gives the SEC power to call for information, approved prospectus of issuing capital and deal with false information. It also contains important sections on Registration and Regulation of Stock Exchanges, which also puts control on listing of securities and restrictions on dealings of securities and on regulation of issuer companies. The chapter on Prohibitions and Restrictions contains sections on restrictions on credit, pledging and lending of customers securities, prohibition of fraudulent acts and false statements, secrecy and power of SEC to issue prohibitory orders. Another chapter sets out rules regarding holding enquiry, penalty for certain refusal, failure or contravention of the Act, orders and appeals. Miscellaneous issues like delegation of power, exemption, indemnity of the SEC, power of SEC to make rules and regulations, securities acquired in good faith, constitution of advisory committee, and regulation of business of investment advisers and investment companies are also covered (Securities and Exchange Ordinance, 1969).

Securities and Exchange Rules, 1987

The Securities and Exchange Rules, 1987 sets out detailed rules about trading in securities and explains how to apply the laws in the Securities and Exchange Ordinance, 1969. Besides, it provides format of forms for different applications by the capital market stakeholders. It contains detailed rules about qualification or conditions of eligibility of members of stock exchanges. Its sub-rules also contain criteria for cancellation and suspension of membership. The section on manner of transaction of members business sets out rules for taking orders of purchase and sale of securities from customers, limits on transaction in the members own account, execution of transactions and various regulatory reports and notes. The SEC Rules also describes various regulations on maintenance of books of accounts and audit by members and stock exchanges. It also exerts timeline for submission of periodical returns and annual report by the stock exchanges. Some

sections also describe the procedure for listing of securities and method, mode and specific contents for submission of annual report and periodical reports by issuers. The Forms part clearly provides detailed format for application for registration of a stock exchange including mandatory parts and fields. An important form is the form for listing a security in a stock exchange. The required documents and statements to be provided as per the form include the Memorandum and Articles of Association, Prospectus of the security issue, copies of balance sheet and audited accounts, brief history of the company, dividend history, copy of specific agreements, and details of directors and persons holding 10% or more shares. A schedule to this form describes key requirements in the balance sheet, the profit and loss account, cash flow statement, auditors report, etc. Other Format includes Customer Account Information Form and submission of periodical returns to the SEC chairman (Securities and Exchange Rules, 1987).

Securities and Exchange Commission Act, 1993

The Securities and Exchange Commission Act, 1993 was made for the establishment of the Securities and Exchange Commission (SEC) for the purpose of providing for the protection of the interests of investors in securities, the development of the securities market and for matters connected therewith or ancillary thereto. The Act sets out the composition of the SEC which consists of a Chairman and four members who are appointed by the Government. It also specifies certain qualifications required to be a member or Chairman of the Commission and also rules regarding their tenures, activities and procedures for removal and/or resignation (Securities and Exchange Commission Act, 1993). The Act describes procedures for holding meetings of the Commission and the manner of taking decisions. Section 8 of the Act describes the functions of the Commission as well as its authority over and responsibilities to different aspects of the capital market. Section 8 gives SEC the power of issuing registration certificates for securities trading, without which no stock broker, share transfer agent, portfolio manager, underwriter, etc. can sell or deal in any security. Punishment for contravention to any provisions of the Act is a term of imprisonment not exceeding five years or a fine not exceeding Taka Five Lac or both. The Act also specifies the court of Cognizance (Session Court) for such offence and the appeal process by aggrieved parties. The Act holds liable the owner, director, manager, secretary or any other officer or agent of a company if that company is deemed guilty of the contravention of the provision. The Act provides the Commission some powers like power to make rules and regulations to carry out purposes of the Act, power to exempt parties from certain provisions of the Act and power of delegation. The Act also contains provisions for Fund for the Commission and sections for annual budget statement, maintenance of

accounts and audit of the Commission and submission of various reports to the Government by the SEC.

CFA Code of Ethics and Professional Conduct and Case Studies

There is a widely accepted form of ethical code developed by the Chartered Financial Analyst (CFA) Institute. CFA Institute has been known as the leader of professional certification in the field of investment practices. First created in the 1960s, the Code of Ethics and Standards of Professional Conduct are the ethical benchmark for investment professionals around the globe, regardless of job title, cultural differences, or local laws. All of the CFA Institute members and CFA Program candidates must adhere to the Code and Standards. The institute also recommends other financial institutes to adopt the same code without any prior approval from the CFA Institute

Standards of Professional Conduct

The Standards of Professional Conduct is comprised of the following 7 sections (CFA Institute, 2003): I: Professionalism II: Integrity of Capital Markets III: Duties to Clients IV: Duties to Employers V: Investment Analysis, Recommendations, and Actions VI: Conflicts of Interest VII: Responsibilities as a CFA Institute Member or CFA Candidate Professionalism Knowledge of the Law Capital market professionals must understand and comply with all applicable laws, rules, and regulations of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, everyone must comply with the more strict law, rule, or regulation. Any professional must not knowingly participate or assist in any violation of laws, rules, or regulations and must disassociate themselves from any such violation. Case 1: The stock market probe team observed that 19 persons from two addresses purchased shares of Tk19cr through private placement. The probe team questions the existence of so many persons in the same address which is a irregularity. (Star Online Report, 2011) Independence and Objectivity Professionals must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. They must not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably

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could be expected co compromise their own or another's independence and objectivity. Case: It has been alleged that to earn higher revenue an issue manager of a large IPO (in hospitality sector of DSE) was forced to increase their valuation of the IPO. Here, instead of independent valuation, that issue manager changed it so that it can ensure repeat purchase of such survices by that particular company. (Names are not mentioned) Misrepresentation Anyone working in the capital market must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities. Example: If anyone without having any knowledge of fundamental analysis of banking industry recommends someone on bank stocks with pretention that he/she is a bank analyst, which would be a form of misrepresentation. Case: The probe report mentioned that issuer companies, issue managers, asset valuation agencies, audit firms, dealers, brokerage firms and many others are involved in myriad illegal activities that include direct listing in IPO issuance and pre-IPO activities, revaluation of company assets, fixing of high indicative value, manipulation of book-building method and non-transparency in placement. For example, in some cases of IPO issuance, pre-IPO private placement of shares was made to persons close to the companies owners and management at a much lower price than the IPO prices which included premium on face value. Misconduct None should engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence. Case: 3 months back, a trader of Shako Securities took money from the clients, told them that he was buying shares for them but in reality he did not. Rather he went away with the money. Any such conduct would be under the category of misconduct and should be seriously punishable. Integrity of Capital Markets Material Nonpublic information Any insider or outsider who possesses material nonpublic information that could affect the value of an investment must not act or cause others to act on the information.

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Case: The directors of Beach Hatchery, a company listed on DSE, were summoned by the SEC to show-cause for misuse of material information that they had before that information went public. They bought shares before showing high profits since as directors they had known that the EPS would have been higher. Any such misuse of nonpublic material information is seriously reprehensible. Market manipulation None should engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants. Case 1: In the recent Stock Market Probe Report submitted by Ibrahim Khaled, he mentioned that the some investors of a company named BD Thai Aluminum artificially tried to inflate the prices of the stock by trading serially so that they can put the price up by executing a series of trades within a few minutes. Case 2: The probe of Mr. Khaled also found out a case of share price scamming in joint collaboration. A group of 10 people made a verbal deal with another 10-member group. They sold and purchased their shares sending the prices high only to sell out the whole chunk in the market at a very high price later. (Star Online Report, 2011) Case 3: The probe report also analyzed the impact of stock split and issuance of rights shares on price movement of securities. During 2009-10, 45 companies carried out stock split and 62 companies have declared to carry out the same. These companies contributed 81.5% of the total gain in market capitalization from July 2009 to December 2010. Some of them were found to be the sole players for the gain in their respective sectors over the similar period. SEC decisions on denomination of shares also frequently changed which violated Sections 17 (e) Sub-sections (2) and (5) of the Securities and Exchange Ordinance, 1969. Some of the same companies also offered rights shares in the same period either followed by or preceding the split. The highest gain on share price on split and issuance of rights share was done by CMC Kamal Textile Mills Ltd. Duties to Clients Loyalty, Prudence, and Care Employees have duties of loyalty to their clients and must act with reasonable care and exercise prudent judgment. They must act for the benefit of their clients and place their clients interests before their employers or their own interests. Case: Several brokers have been punished in the last 3 months for misuse of clients money in buying their proprietary shares instead of buying them for their clients. As the 12

appointee of the clients, they were supposed to prioritize the clients trade over their own. Fair dealing Professionals, specially, the ones working in the merchant banks or brokerage firms must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities. Example: When merchant banks manage several customer accounts they tend to favor the large accounts since they bring more commissions than the other accounts. Any such discrimination is strictly prohibited under this code. Suitability 1. When employees are in an advisory relationship with a client, they must: a. Make a reasonable inquiry into a clients or prospective clients investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action and must reassess and update this information regularly. b. Determine that an investment is suitable to the clients financial situation and consistent with the clients written objectives, mandates, and constraints before making an investment recommendation or taking investment action. c. Judge the suitability of investments in the context of the clients total portfolio. Case: Some merchant bankers have opened investors' accounts on their own. They are also operating only one beneficiary account (BO) account for every 5,000 to 10,000 accounts, showing sheer negligence to the laws. As a result, investors stay behind the BO account and beyond the public eye. Their accounts with merchant banks have become the den of corruption and irregularities as these BO accounts do not contain the names of people whose shares are being traded. (Byron & Rahman, 2011) 2. When portfolio managers are responsible for managing a portfolio to a specific mandate, strategy, or style, they must make only investment recommendations or take only investment actions that are consistent with the stated objectives and constraints of the portfolio. Example: Some investors put all their savings on the capital market without knowing all the risks. It is the responsibility of the discretionary portfolio manager to identify it those stocks are of good quality, the companies are doing well and they have very good future. After that analysis, if the manager finds out that those stocks are safe investment for the mentioned investors, only then he should buy them for the clients. Performance Presentation 13

When communicating investment performance information, everyone must make reasonable efforts to ensure that it is fair, accurate, and complete. Case: In the third quarter of 2011, two of the largest Asset Managers in Bangladesh (Name not mentioned) showed positive income even though the market was down by more than 40% at that time. Later their balance sheet revealed that instead of showing the security values at historical costs, they showed the values at current prices. This is a clear violation of IAS (International Accounting Standard). They did it so that their income statement shows profit instead of losses. This is a clear misrepresentation of the real picture and should be punished. Preservation of Confidentiality Professionals must keep information about current, former, and prospective clients confidential unless: 1. The information concerns illegal activities on the part of the client or prospective client, 2. Disclosure is required by law, or 3. The client or prospective client permits disclosure of the information Case: In October11, SEC asked for the security holdings of all the asset managers just to ensure some compliance maintenance. Only SEC as the regulator of the market has that right. Any person other than the SEC or Trustee cannot know the portfolio holding of an asset manager since this is a company secret. Duties to Employers Loyalty In matters related to their employment, employees must act for the benefit of their employer and not deprive their employer of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to their employer. Additional Compensation arrangements Any analyst/broker/trader must not accept gifts, benefits, compensation, or consideration that competes with or might reasonably be expected to create a conflict of interest with their employers interest unless they obtain written consent from all parties involved. Example: If any analyst gets bonus for his works from the company she/he is doing his/her valuation report on, there might be a hint of non-transparency. For this reason, any such compensation arrangement which is beyond the regular compensation of the company he/she is working in should be disclosed to her/his employer. Responsibilities of supervisors 14

Capital market professionals must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the Code and Standards by anyone subject to their supervision or authority. Investment Analysis, Recommendations, and Actions Diligence and reasonable basis All the professionals under this code must: 1. Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions. 2. Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis, recommendation, or action. Example: Any private equity firm cannot invest its clients money without properly judging whether the company they are investing in is sound, profitable and investable. Case: The probe report found two instances of conversion of loans into ordinary shares with substantially low conversion prices as compared to prevailing market price. In the first case, BEXTEX Ltd. Inherited the same loans from an earlier amalgamation vide which huge amount of capital was reduced. Shares were issued to New England Equities Ltd. and BEXIMCO Group of Companies as repayment of their loans to BEXTEX Ltd. at the price of Tk32 per share when the market price was Tk70 per share. In the second case, Fu Wang Ceramics carried out loan conversion to shares when huge number of shares was issued to Mr. Alexander Lee as a nominee of one of the directors, Mr. Chin Hua Hsu who also lent the company a sum of money. (Khaled, 2011) Communication with Clients and Prospective Clients Asset/Portfolio managers must: 1. Disclose to clients and prospective clients the basic format and general principles of the investment processes they use to analyze investments, select securities, and construct portfolios and must promptly disclose any changes that might materially affect those processes. 2. Use reasonable judgment in identifying which factors are important to their investment analyses, recommendations, or actions and include those factors in communications with clients and prospective clients. 3. Distinguish between fact and opinion in the presentation of investment analysis and recommendations Example: If Company X gets frequent benefits intermittently from some of the companies in which Company X invests, this might signal a non-transparent benefit arrangement in exchange of higher valuation recommendation. For this reason, there should be clear disclaimer of whatever additional compensation Company X is receiving that might raise the question of conflict of interest.

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Record retention Analysts or portfolio managers must develop and maintain appropriate records to support their investment analyses, recommendations, actions, and other investment related communications with clients and prospective clients. Conflicts of Interest a. Disclosure of Conflicts Employees who fall under the jurisdiction of this code must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and employer. They must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively. Case: A renowned Head of Investment working in a multinational bank (Names not mentioned) was fired in 2010 from her position over the dispute that she unethically without disclosing her relationship with a client tried to get a higher quota of IPO for that client. The number of shares she managed to give that client was more than whatever he legally would have got. After digging down the facts, when the truth was found, that lady was fired for not disclosing her relationship with that client before she had executed that trade. b. Priority of Transactions. Investment transactions for clients and employers must have priority over investment transactions in which a professional is the beneficial owner. Case: In the brokerage houses, every customer should be valued equally irrespective of his trade size. In Bangladesh, the customers having large portfolio tend to get extra benefits from the broker houses that the general investors do not. This is strictly prohibited in this code. c. Referral fees Employees must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from or paid to others for the recommendation of products or services. Responsibilities as a CFA Institute Member or CFA Candidate This specific section only applies to the member of CFA Institute and, therefore, any organization adopting this code may withdraw this section. Any professional following this code must: 1) Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets.

Case: 16

The Stock Market Probe Report 2011 has suspected 6 traders for market manipulation and illegal trading. Mr. Golam Mustafa, one of the suspects, played a key role in artificially raising stock prices by employing unethical methods like placing excessive price offers and then withdrawing them, and buying shares through a brokerage house and selling them through another account the same day.

2) Place the integrity of the investment profession and the interests of clients above their own personal interests.

3) Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities. Case: Some companies overvalued their assets in collaboration with unethical audit firms to influence the market. They include Libra Infusions (overvalued by 3472 percent), Sonali Ansh Industries (626 percent), Rahim Textile (518 percent), BD Thai Aluminium (298 percent), Orion Infusion (413 percent), Ocean Containers Ltd (296 percent) and Shinepukur Ceramic (120 percent). (Byron & Rahman, 2011)

4) Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession. Case: The committee found various irregularities, including the existence of omnibus accounts, that allowed some market players to make exorbitant profits at the expense of the retail investors. Among the 60 identified primarily included ViceChairman of Beximco and the mastermind of the 1996 market crash, Mr. Salman F Rahman, former DSE president Rakibur Rahman, SEC chairman Ziaul Khandaker, SEC member Mansur Alam and BNP politician Mosaddek Ali Falu. The report mentioned that pro-government business tycoons, including Salman and Rakibur, exerted influence within the SEC by influencing the appointment of its members who allegedly took decisions favorable to the vested quarters. 5) Promote the integrity of and uphold the rules governing capital markets. Example: The share market probe report also observed that Abu Sadat Mohamad Sayem and Abdul Momin had violated the Securities and Exchange Ordinance, 1969 by doing serial trading in Eastern Housing Limited shares.

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6) Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals. Case: The probe found that a number of SEC and ICB high officials have been engaged in share trading in the name of family members or relatives. Those officials have been named in the report, finance ministry sources said. The probe body has evidence that SEC Executive Officer Anwarul Kabir Bhuiyan has traded shares in his wife's name while ICB DGM Kofil Uddin Ahmad Chowdhury in his wife and brother-in-law's names.

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Recommendations
As CFA Standards and Codes are accepted internationally, the SEC could incorporate relevant standards of professional conduct and code of ethics in different processes and systems in the capital market. The seven CFA professional standards also explain which areas and aspects fall under them and likewise, the SEC and the stock exchanges can include the detailed procedures in their rules and regulations and operating procedures. The government should take long-term steps and strong actions to reform the securities regulator as the probe body on recent stock market scam has identified SECs "complete failure" to remove irregularities as one of the prime factors leading to the largest ever fall of the prices of the listed issues in the capital market. The government and securities regulator should ensure that politicians and businessmen cannot exert their influence in capital markets to serve their personal or group interests. The government should appoint the persons of integrity at the office of the Securities and Exchange Commission (SEC), the capital market watchdog so that they cannot be influenced by the vested quarters. The following points should be addressed in formulating a code of conduct for capital market professional: A. Framework Our capital market currently does not have any framework that defines the scope where a particular professional should limit his act to. In formulating any such code, the CFA code of Ethics should be taken as a reference. B. Trial/Proceedings There is hardly any punishment or trial procedures defined in the existing laws that the SEC has in place right now. There should be clear statement of the trial procedure mentioning the scope, objective, definition, process, and punishment extent. The current laws and rules and regulations regarding the capital market are not specific in nature. These laws do not describe what procedure or action to follow in specific situations, rather they are general and vague. For example, punishment for contravention to any provisions of the Securities and Exchange Commission Act is up to 5 years imprisonment or a fine not exceeding Taka Five Lac or both. This punishment term is general and the Act does not specify the degree of seriousness of the offences committed. The SEC should take steps to categorize offences according to seriousness and then set more specific punishment terms for each category of offences (e.g. for less serious offences, imprisonment term could be up to 1 year or fines cold be up to Tk 1 Lac).

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C. Vigilance/Monitoring Board The surveillance team of SEC is too weak to monitor the possible breach. For this reason, there should be a strong and dedicated team to monitor the market and find out possible incidents of any breach. D. Training Every company participating in the capital market should be forced to arrange training sessions for its employees on this code so that they remain informed of their regulatory bounds. If anything otherwise happens, the company should be highly penalized. E. Law for CA Firms A lot of discrepancies take place because of the fraudulent activities by the Chartered Accountant firms. They help the insiders manipulate the earning figures so that they can benefit out of it. To regulate the CA firms, there should be a stronger rule and monitoring body. F. Demutualization of Stock Exchange The government should take immediate steps to demutualize the stock exchanges. Demutualization is required for separation of the members of the stock exchange and its regulators or management. This will ensure that the board of directors and management of the stock exchanges would be able to work neutrally and independently without influence by its members, the brokerage houses. G. Investor Specific Laws As institutional investors like banks and financial institutions played a major role for the recent stock market debacle, integrated efforts by the Bangladesh Bank and securities regulator should be taken to make specific laws and regulations for trading by these investors. Such laws should be made in coordination so that they do not contradict existing laws of any regulator. H. Placement Rules The government should disallow forthwith any "distribution of placement shares" as many key persons have "become corrupt" through both allotment and transfer of such shares.

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Conclusion
Every security market needs strong regulatory framework because they face the risk of manipulation by vested quarters that employ various corrupt means. For this reason, the laws and regulations should be comprehensive and detailed in nature, and they should be updated regularly to incorporate the continuous changes occurring in the market and the environment. The capital market of Bangladesh is not mature like developed nations and is going through a development stage. Most of the individual traders are not sufficiently educated to properly participate in this market and other players like regulators are still learning. This leaves opportunity for corrupt quarters to manipulate that market and cheat the innocent investors through causing rise and then drastic fall in share prices. So, the need for universally recognized rules or standards of professional conduct is high in Bangladesh. CFA Institute, the leader of professional certification in the field of investment practices has developed Code of Ethics and Standards of Professional Conduct for its members and candidates which are the ethical benchmark for investment professionals around the world. The government or securities regulator in Bangladesh could adopt relevant codes and standard from the CFA Institute and use them in various aspects of securities trading and market practices. These could even be incorporated as separate rules and regulations which the different market players have to adhere to. Incorporation of standards and codes like the ones in the CFA Institute would bring better governance, transparency and accountability in the capital market and reduce corrupt practices and unethical means that have been employed in stock market debacles.

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Bibliography
Byron, R. K., & Rahman, M. F. (2011, April 8). The Story of Stock Market Crash. The Daily Star. CFA Institute. (2003). CFA Code of Ethics and Professional Conduct. Virginia. Khaled, K. I. (2011). Share Market Inquiry Report. Ministry of Finance, Government of Bangladesh. Khan, I. A. (2006). Banglapedia: Stock Exchange. Retrieved from Banglapedia: http://www.banglapedia.org/httpdocs/HT/S_0558.HTM Star Online Report. (2011, April 7). Probe finds massive stock manipulation. Retrieved from The Daily Star Online Edition: http://www.thedailystar.net/newDesign/latest_news.php?nid=29248 BIBLIOGRAPHY Securities and Exchange Ordinance. (1969). Dhaka: SEC. Securities and Exchange Rules. (1987). Dhaka: SEC. Securities and Exchange Commission Act. (1993). Dhaka: SEC. CFA Institute. (2003). CFA Code of Ethics and Professional Conduct. Virginia. CFA Institute. (2011, Dec). Retrieved from CFA Institute: www.cfainstitute.org Daily Prothom Alo. (2011). Dhaka. DSE. (2011, Dec). Retrieved from DSE: www.dsebd.org Investopedia. (2011). Bangladesh Capital Market. Retrieved from Investopedia: www.investopedia.org Khaled, I. (2011). Stock Market Probe Report, 2011. Dhaka: SEC.

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