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Handbook of Corporate Governance - Title |
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INDEX |
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Chapter |
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Page |
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Preface |
iii |
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Abbreviations |
v |
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Index |
vii |
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1 |
Introduction |
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1.1 |
What is Corporate Governance? |
3 |
1.1.1 |
Defining Corporate Governance |
4 |
1.2 |
Why Corporate Governance? |
6 |
1.2.1 |
Reasons; Why This Subject Has Gained so Much Importance |
7 |
1.3 |
Incentives Available for The Players of This Game |
9 |
1.4 |
Why This Book? |
10 |
1.5 |
Highlights of Basic Tools for Sound Corporate Governance |
11 |
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2 |
International Developments |
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2.1 |
Forums & Committee Working on Corporate Governance |
15 |
2.2 |
Board of Directors |
16 |
2.3 |
Management |
20 |
2.4 |
Audit & Audit Committee |
20 |
2.5 |
Financial Reporting |
20 |
2.6 |
Code of Conduct, Business Ethics |
23 |
2.7 |
Shareholders |
23 |
2.8 |
Stakeholders |
23 |
2.9 |
Corporate Governance Rating |
24 |
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3 |
Board of Directors |
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3.1 |
Qualification & Eligibility to act as Director |
29 |
3.2 |
Election of New Director |
33 |
3.3 |
Appointment of Directors by SBP |
35 |
3.4 |
Consent to act as Director |
35 |
3.5 |
Tenure of Director |
36 |
3.6 |
Responsibilities & Powers of the BOD |
37 |
3.7 |
Powers of Directors |
42 |
3.8 |
Executive Directors |
43 |
3.9 |
Nominee Directors |
44 |
3.10 |
Independent Directors |
46 |
3.11 |
Independence of BOD |
47 |
3.12 |
Min number of Directors |
47 |
3.13 |
Prohibition of Common Director |
47 |
3.14 |
Orientation Course |
48 |
3.15 |
Meetings of BOD |
49 |
3.16 |
Minutes of meetings |
49 |
3.17 |
Loans to Directors |
52 |
3.18 |
Remuneration of Directors |
55 |
3.19 |
Dealing with Directors |
56 |
3.20 |
Power of SBP to Supersede BOD |
56 |
3.21 |
Vacation of Office |
57 |
3.22 |
Retirement of Directors |
58 |
3.23 |
Removal of Director |
58 |
3.24 |
Prosecution of Director |
61 |
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4 |
Management |
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4.1 |
Chief Executive Officer |
65 |
4.2 |
CFO & Company Secretary Appointment |
65 |
4.3 |
Qualification |
65 |
4.4 |
Requirement to attend BOD Meetings |
66 |
4.5 |
Fit & Proper Test for Key Executive |
66 |
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5 |
Financial Disclosure |
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5.1 |
Accounts & Balance Sheet |
71 |
5.2 |
Improved Disclosure |
71 |
5.3 |
Directors’ Report to Shareholders |
72 |
5.4 |
Frequency of Reporting |
75 |
5.5 |
Responsibility for Financial Reports & Corporate Compliance |
77 |
5.6 |
Disclosure of Interest by Directors Holding Company Shares |
77 |
5.7 |
Corporate Ownership Structure |
78 |
5.8 |
Divestiture of Shares by Sponsors/Controlling Interest |
78 |
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6 |
Auditor |
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6.1 |
Auditor |
83 |
6.2 |
Guidelines for The Auditor |
86 |
6.3 |
Qualification & Disqualification of Auditor |
89 |
6.4 |
Tenure of Auditor |
90 |
6.5 |
Reading & inspection of Auditor’s Report |
90 |
6.6 |
Signature on Audit Report |
90 |
6.7 |
Auditors Not to Hold Shares |
91 |
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7 |
Audit Committee |
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7.1 |
Composition |
95 |
7.2 |
Meetings |
95 |
7.3 |
Terms of Reference |
95 |
7.4 |
Reporting Procedure |
97 |
7.5 |
Internal Audit |
97 |
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References |
a |
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Annexure |
c |
Anx – I |
Proforma (Fit & Proper Test for Directors) (Reference: page 20) |
e |
Anx – II |
SECP's Code of Corporate Governance (Reference: page 28) |
g |
Anx – III |
Proforma (Fit & Proper Test for Key Executives) (Reference: page 51) |
y |