Islami Insurance Chairman, Four Directors' Board Positions Vacant

Staff Correspondent: Chairman Alhaj Mohammad Sayeed Khokon and four directors of Islami Insurance Bangladesh Limited may no longer legally hold their board positions after remaining absent from three consecutive board meetings without board approval, according to documents reviewed by Insurance News BD.

The issue relates to the company's 246th, 247th and 248th board meetings, held between 30 April and 14 August 2024. Under Section 108 of the Companies Act, 1994, a director's office becomes vacant if he or she remains absent from three consecutive board meetings without the board's approval.

The four directors are Ayesha Nivrash Sayeed, Fatima Noshin Maysha Sayeed Aurora, Rifa Nanzeba Sayeed- three daughters of Chairman Alhaj Mohammad Sayeed Khokon- and Mahmuda Nasim, the wife of Vice Chairman Nur Mohammad.

What the investigations found

The Insurance Development and Regulatory Authority (IDRA) formed a two-member investigation committee in August 2025 following complaints over alleged irregularities in the company's board activities.

The committee reported that Chairman Alhaj Mohammad Sayeed Khokon missed the three board meetings due to personal reasons. However, it did not state whether the board had formally approved his absence.

IDRA later appointed audit firm Mahfel Huq & Co. to conduct an investigation. According to its report, the chairman remained absent from the three meetings without approved leave, and there was no evidence that the board had granted permission for his absence. The report said the matter falls within the provisions of Section 108 of the Companies Act, 1994, under which a director's office becomes vacant after three consecutive unapproved absences. It added that the competent authority would decide the matter.

Four other directors not identified in investigations

Insurance News BD's review of board minutes, attendance sheets and signatures found that four other directors were also absent from consecutive board meetings without board approval.

According to the review, none of the chairman's three daughters attended the company's 246th, 247th or 248th board meetings. It also found that Director Mahmuda Nasim was absent from four consecutive board meetings.

However, Insurance News BD says these alleged absences were not addressed in either the IDRA investigation report or the audit conducted by Mahfel Huq & Co.

Questions over attendance records

The investigation also raises questions about the attendance records of Director Mahmuda Nasim.

According to Insurance News BD, the minutes of the 246th and 247th meetings recorded Mahmuda Nasim as present. However, the attendance sheets show that the signature beside her name was made by her husband, Vice Chairman Nur Mohammad.

For the 248th meeting, the publication says the signature recorded as Mahmuda Nasim's does not match signatures appearing on attendance sheets from other board meetings.

Based on those documents, Insurance News BD says there is no clear evidence that Mahmuda Nasim personally attended the meetings.

'Proxy signature' questioned

The investigation also questions IDRA's description of the disputed signature as a "proxy signature."

Insurance News BD argues that there is no recognised legal concept of a "proxy signature" for attendance at board meetings. It further says that signing another person's name without lawful authority may constitute a forgery-related offence under Section 468 of the Penal Code.

The publication therefore questions whether describing the signature as a "proxy signature" understated the seriousness of the allegation. No court has ruled on the matter.

Complaints by former sponsor directors

The investigations followed complaints filed by six former sponsor directors in September 2025.

They alleged that Chairman Alhaj Mohammad Sayeed Khokon had remained in office for years without proper board approval and had removed several sponsor directors before appointing members of his own family and related entities to the board.

The complainants also alleged financial irregularities and breaches of corporate governance. Those allegations remain under investigation and have not been proven in court.

High Court orders investigation to be completed

Separately, the High Court has directed IDRA to complete its investigation into allegations of financial irregularities involving the company's directors and submit a report by 26 October 2026.

The order followed a petition filed under Section 233 of the Companies Act. The court also issued notices to the parties concerned. It has not made any findings on the merits of the allegations, which remain under judicial and regulatory review.

Company declines to comment

Responding to queries from Insurance News BD, Company Secretary Chowdhury Ahasanul Haque said the matters are currently under investigation, re-investigation and judicial proceedings.

He said it would not be appropriate for the company to comment while the matters remain pending.

IDRA spokesperson Saifunnahar Sumi said the regulator is taking the necessary steps regarding the company's board and director-related issues and that the process is still ongoing.