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GROUP B
Atif Hussain Mohammed Badar Siddiqui Faisal Javed Siddiqui Shahid Iqbal

MINUTES OF PRESENTATION
Organization Structure Structure of Board and its constituents. Functions of Directors. Chairman and CEO. Committees. Case Study.

STRUCTURE OF A LISTED COMPANY

CHAIRMAN OF BOARD Functionally Reporting Administratively Reporting HUMAN RESOURCE AND REMUNERATION COMMITTEE (HR&R) BOARD OF DIRECTORS AUDIT COMMITTEE

COMPANY SECRETARY

CHIEF EXECUTIVE OFFICER (CEO)

INTERNAL AUDIT COMMITTEE

GM MARKETING

CHIEF FINANCIAL OFFICER (CFO)

GM PRODUCTION

GM HUMAN RESOURCE

GM RISK AND COMPLIANCE

STRUCTURE OF BOARD
Structure involves discussion about Board of Directors (Constituents/Functions). Chairman of Board of Directors (Functions). Chief Executive Officer (or Managing Director) Committees (Audit and HR&R).
CHAIRMAN OF BOARD

HUMAN RESOURCE AND REMUNERATION COMMITTEE (HR&R)

BOARD OF DIRECTORS

AUDIT COMMITTEE

CHIEF EXECUTIVE OFFICER (CEO)

BOARD OF DIRECTORS
TYPES OF DIRECTORS 1) Executive Directors

2) Independent Directors.
3) Non-Executive Directors.

EXECUTIVE DIRECTORS
An Executive Director is a working director of an organization, who is also its full-time employee. For Example Finance/Marketing Director. CEO is an Executive Director as well.

According to Code of Corporate Governance 2012, the maximum number of executive directors shall not be more than 1/3rd of the total (including the CEO).

INDEPENDENT DIRECTORS
A director who is not concerned or does not have any other relationship, whether pecuniary or otherwise, with the listed company, its associated companies, subsidiaries, holding company or directors.and so on. In short they bear no personal interest, have no shares of the company and will not take any remuneration from the company. According to Code of Corporate Governance 2012, the maximum number of executive directors must be at least one or 1/3rd of the total.
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NON-EXECUTIVE DIRECTORS
Non-executive directors are those who are not from among the executive management team. Non-Executive Directors may include minority shareholders representation, nominated by creditor and/or Federal or Provincial Government.

According to Code of Corporate Governance 2012, the no. of directors remaining after executive and independent directors must be filled with non-executive directors.

BOARD OF DIRECTORS.cont.
Why is it preferred to have more Independent and NonExecutive Directors on the board rather than Executive Directors? Rationale: 1. Avoiding potential conflicts of interest. 2. Protection of Minority Shareholders Rights. 3. Exercising Independent Judgment. 4. Better Governance boosting Investor Confidence. 5. Better expert knowledge and objective mindedness.
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APPOINTMENT OF DIRECTORS
All the appointments are on the basis of election in the Annual General Meeting (except the one nominated by Government - Fed/Provincial or creditor as in Sec 183). The detailed procedure of election is mentioned in Sec 178 of Company Ordinance 1984.

TENURE OF DIRECTORSHIP
All the directors are appointed/elected for the span of 3 years (can be re-elected for 3 years)

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MAXIMUM NO. OF DIRECTORSHIPS TO BE HELD BY DIRECTORS

An individual can not be a Director of more than 7 Companies (excluding listed subsidiaries of a listed holding company) Rationale: This minimizes the chances of Fiduciary Betrayal

FILING UP DIRECTOR VACANCY

Vacancy in BOD to be filled at the earliest but within 90 Days (for smooth business operations).
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RESPONSIBILITIES OF BOD
Formulation of Code of Conduct & its Display on the Companies Website Addressing Grievances Arising from Unethical Behavior Formulation of Mission, Vision, Corporate Strategy & Formulation of Significant Policies Sound Internal Control A Mechanism of Evaluating Performance of BODs to be formulated within 2 years of the this code coming in force Rationale: This would ensure that the BODs are also going through the process of Continuous Improvement
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RESPONSIBILITIES OF BOD..cont
MATTERS FOR SPECIAL RESOLUTION
Requirements Investment of Funds beyond 6 Months except when Investing with a Bank, NBFC & Insurance Nature and Amount of Loans made by the Company Rationale To Take all Directors and shareholders into consideration before implementation of such an important decision. To make sure that Loaned Funds are Monitored
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CHAIRMAN AND CEO

Requirements Rationale

Chairman of Board & CEO to be two Different Individuals

Chairman Shall be Elected from NonExecutive Directors

Prevention of Conflict of Roles.

Ensures Impartiality

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CHAIRMAN AND CEO

CHAIRMAN:

The highest-ranking officer in a corporation's board of directors. Presides over board meetings and make sure everything is properly carried out. CHIEF EXECUTIVE OFFICER (Managing Director):
The highest ranking executive in a company whose main responsibilities include developing and implementing high-level strategies, making major corporate decisions, managing the overall operations and resources of a company, and acting as the main point of communication between the board of directors and the corporate operations.

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CHAIRMAN AND CEO..Cont

Requirements Rationale

Chairman of Board & CEO to be two Different Individuals

Chairman Shall be Elected from NonExecutive Directors

Prevention of Conflict of Roles.

Ensures Impartiality

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COMMITTEES
AUDIT COMMITTEE: Works on the audit function of the company. It consists of 3 members including the chairman of audit committee. According to CCG 2012 the Chairman must be an Independent Director (should not be the chairman of the board) and the remaining will be non-Executive members of board. HUMAN RESOURCE & REMUNERATION COMMITTEE: Works on recommending the HR policies, evaluation and compensation of management. It consists of 3 members including the chairman. According to CCG 2012 the committee should have majority of non-executive directors. CEO can be a member but not the chairman of this committee.

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STRUCTURE OF BOARD

CHAIRMAN OF BOARD

HUMAN RESOURCE AND REMUNERATION COMMITTEE (HR&R)

BOARD OF DIRECTORS

AUDIT COMMITTEE

CHIEF EXECUTIVE OFFICER (CEO)

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COMPANY INFORMATION Annual Report 2011

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STRUCTURE 08 Directors OF BOARD OF CRESCENT 01 Executive Director(CEO) STEEL (Annual Report 2011) 02 Independent Directors
05 Non-Executive Directors BOARD Chairman of Board) (including OF DIRECTORS Mazhar Karim Chairman Non-Executive Director Ahsan M. Saleem Chief Executive & Managing Director Mohammad Anwar Non-Executive Director Muhammad Abdul Aleem Non-Executive Director (Independent) Nasir Shafi Non-Executive Director S.M. Ehtishamullah Non-Executive Director Syed Zahid Hussain Non-Executive Director (Independent) 03 Members. Zahid Bashir Non-Executive Director 01 Independent Directors (as Chairman) AUDIT COMMITTEE 02 Non-Executive Directors Muhammad Abdul Aleem Chairman Nasir Shafi Member S.M. Ehtishamullah Member Non-Executive Director (Independent) Non-Executive Director Non-Executive Director
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CRESCENT STEEL (Annual Report 02 Members. 2011).contd

01 Executive Directors (as Chairman) 01 RESOURCE COMMITTEE HUMAN Non-Executive Directors Chairman Member

Ahsan M. Saleem Nasir Shafi

Chief Executive & Managing Director Non-Executive Director

Must have 3 members at least and the Chairman should be a non-executive or independent director

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COMPANY INFORMATION Annual Report 2011

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STRUCTURE OFDirectors 08 BOARD OF JS GLOBAL 01 Executive Director(CEO) CAPITAL LTD Non-Executive Report 2011) 07 (Annual
(Independent) Directors BOARD Chairman) (including OF DIRECTORS Mr. Adil Matcheswala Chairman Non-Executive Director (Independent) Mr. Shahid Hameed Vice Chairman Non-Executive Director (Independent) Mr. Kashif Shafi Khan Non-Executive Director (Independent) Mr. Naief Abdullatif S A Mohammad Non-Executive Director (Independent) Mr. Aslam Khaliq Non-Executive Director (Independent) Syed Nadir Shah Non-Executive Director (Independent) Mr. Ahsen Ahmed Non-Executive Director (Independent) 03 Members. Mr. Muhammad Kamran Nasir Chief Executive Officer 03 Non-Executive (Independent) Directors AUDIT COMMITTEE (including Chairman) Mr. Adil Matcheswala Mr. Shahid Hameed Mr. Ahsen Ahmed Chairman Member Member Non-Executive Director (Independent) Non-Executive Director (Independent) Non-Executive Director (Independent)
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JS GLOBAL CAPITAL LTD (Annual 03 Members. Report 2011)cont

01 Executive Directors 02 Non-Executive (independent) COMMITTEE COMPENSATION Directors (including Chairman) Chairman Member Member

Mr. Aslam Khaliq Mr. Mohd Kamran Nasir Mr. Shahid Hameed

Non-Executive Director (Independent) Chief Executive Officer Non-Executive Director (Independent)

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STATEMENT OF COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE

Every company must publish in its Annual report, regarding the compliance with the Code of Corporate Governance. The statement includes; 1) No. of Non-Executive and Independent directors. 2) Statement of Ethics and Business Practices. 3) Statement Regarding Mission, Vision and Policies of Company. 4) Statement about the power exercising of BOD. .and so on. In short this statement must include every matter discussed in the CCG about directors, CFO, Co. Secretary etc.
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