Purpose – The purpose of this research study is to make a comparative analysis between corporate governance guidelines 2016 and 2012 and area of further improvement to ensure better governance, accountability and transparency. Research design, data and methodology - This research study is mainly based on the corporate governance guidelines 2016 and 2012 issued by the regulatory authority known as Bangladesh Securities and Exchange Commission (BSEC). Results - This study finds that corporate governance guideline 2012 include some new issues such as criteria and qualification of independent director; some additional statements in the directors’ report; mandatory requirement of separation of chairman and CEO; constitution of audit committee; chairman of audit committee; role of audit committee, duties of CEO and CFO on financial statements; and collection of compliance certificate from professional accountant or secretary in compare to corporate governance guidelines 2016. Conclusions – This study suggests that the regulatory authority should include more issues such as tax management and reporting, risk management and reporting; individual and overall performance analysis of the board and independent directors; separate nomination and compensation committee; assessment of true independence of the board and its supporting committees to ensure higher quality of corporate governance and transparency.

• Md. Musfiqur Rahman(Assistant Professor, Dept. of Accounting and Information Systems, University of Dhaka, Dhaka-1000, Bangladesh.) Corresponding author
• Naima Khatun(Graduate School of Business Administration, Kobe University, Kobe, Japan)