Vision of PICG

Envisions becoming the leader provider of knowledge about best practices in Corporate Governance to all key stakeholders involved in or affected by Corporate Governance with the objective of bringing about national, economical and social transformations by improving the quality of corporate governance in Pakistan.

Basic Details(According to Memorandum):

1.Name Clause

• The name of the Company is “Pakistan Institute of Corporate Governance”

• Established in 2004

• A Company Limited by Guarantee

• Set up under section 42 of the Company Ordinance, 1984

Pakistan Institute of Corporate Governance

2) Situation or Domicile Clause

Company has a registered Office at

PICG Suite # 316 The Forum, Khayaban-e-Jami, Block-9, Clifton, Karachi, Sindh, Pakistan.

3) Objective Clause

To issue guidelines on matters of corporate governance to the directors,

management, secretaries, auditors and investors.

To provide consulting services on matters pertaining to corporate governance

To promote awareness of corporate governance.

To enhance self-regulating practices

To provide a platform for research and development work.

To develop education and training initiatives including:-

• Programs for education on corporate governance as a subject or any specific area of Corporate Governance practices.

• Programs on implementation of corporate governance practices and application.

• Courses for education of directors on the way to execute their responsibility.

• Programs directed towards the role, participation of auditors including internal auditors

• Training needs assessments for various organizations. Sector specific programs on the area of corporate governance.

• Training prospective trainers in the area of corporate governance.

4) Capital Clause

• The Company is formed as a public “Company Limited by Guarantee”

and not having a Share capital.

• There is no Authorized Capital mentioned

• Payment of Remuneration for services or otherwise to its member

whether holding an office or not, shall be prohibited

5) Liability Clause

• The liability of the Members is limited.

• Every Member of the Company undertakes to contribute to the assets

of the Company in the event of its being wound up. The amount

limited to its Member is not more than 50,000 Pakistani Rupee.

6) Association and subscription clause

The Promoters of PICG, who have subscribed to its Memorandum of Association, are the Founding Members.

Subsequent Membership of PICG is open to individuals and corporate.

The PICG has been formed through initial sponsors, which comprise a balanced representation of major stakeholders from public and private sectors. The promoters of PICG are as follows:

Corporate Regulator

• Securities and Exchange Commission of Pakistan

Banking Regulator

• State Bank of Pakistan

Promoters

Corporate Sector:• Federation of Pakistan Chambers of Commerce and Industry• Overseas Investors Chambers of Commerce and Industry

Non-banking Financial Sector:• Modaraba Association of Pakistan• Leasing Association of Pakistan• Mutual Funds Association of Pakistan• Investment Banks Association of Pakistan

Banking Sector:• Pakistan Banks’ Association

Cont’d

Stock Exchanges• Karachi Stock Exchange• Lahore Stock Exchange• Islamabad Stock Exchange

Cont’d

Academia • Institute of Business Administration• Lahore University of Management Sciences

• When PICG was registered with19 Members.

• Maximum can have 1000 Members.

• Cannot have less than 3 Members at any time.

• But Directors if they want can increase number of Members anytime as required

No person should be admitted as a Member who has been

• Declared by the court to have committed a fraud• An insane• A bankrupt • Incompetent• Expelled from membership by other Institutes

Membership

Admission to Membership

A person seeking admission to Membership

•Shall make an application

•Shall provide the required information to Board

•Shall sign an undertaking to follow Articles of Institute

•The board shall have a full discretion ,subject to Articles or bye-laws to accept or reject the application.

•The Board’s decision should be considered as Final

Termination of Membership• A member can resign at any time he desires to.

• Have to give a notice to President of the Company in writing ,1 month before terminating.

• A notice of resignation from membership may be recalled at any time not later than 21 days after it has been given to President

Termination of membership can occur automatically

•In the event of his death.•A member fails to pay amount due by him to Institute within 1 year.

Expulsion

A Member renders himself liable to expulsion or suspension by the Board if:

•He refuses the decision of Board

•He does not follow Articles or bye-laws of Company

•He is declared by the Court to committed a fraud, or to be bankrupt or insane

He will be no longer a member of Company from the date on which the Resolution was passed

Sr.no Institution name Member Status

1 Institute of Business Administration Founder Member

2 Institute of Chartered Accountants of Pakistan Founder Member

3 Insurance Association of Pakistan Founder Member

4 Investment Banks Association of Pakistan Founder Member

5 Karachi Stock Exchange (Guarantee) Limited Founder Member

6 Lahore Stock Exchange (Guarantee) Limited Founder Member

7 Pakistan Banks Association Founder Member

8 The Federation of Pakistan Chambers of Commerce & Industry Founder Member

9 Securities & Exchange Commission of Pakistan Founder Member

10 Abbott Laboratories (Pakistan) Limited Full Member

11 Crescent Steel and Allied Products Limited Full Member

12 Engro Chemicals Pakistan Limited Full Member

Current Members of PICG

Sr. no Institution Name Member Status

13 Faysal Bank Limited Full Member

14 House Building Finance Corporation Limited Full Member

15 ICI Pakistan Limited Full Member

16 Shell Pakistan Limited Full Member

17 Pakistan Petroleum Limited Full Member

18 Askari Bank Limited Associate Member

19 Bank Alfalah Limited Associate Member

20 Civil Aviation Authority Associate Member

21 Dawood Hercules Chemicals Limited Associate Member

22 EFU Life Assurance Limited Associate Member

23 Habib Bank Limited Associate Member

24 Mr. Asif Suleman (Qualified) Individual Member

25 Mr. Shakaib Arif (Professional) Individual Member

• Cannot have less than 3 Directors and more than 15 Directors

• Tenure of the elected Board is three years

• Board must have one person each representing the Commission and State Bank of Pakistan • A person can not be appointed as a Director if he is ineligible according to Company Ordinance 1984

• Board appoints the President and CEO

• Elections takes place at General Meeting

Information about Board of Directors of PICG

Chairman

Presently Chairman of Board Of Directors of PICG is

Mr. Muhammad Abdullah Yusuf

•The directors elect from amongst themselves a Chairman of Board and set out in writing the responsibilities of Chairman

•The Chairman presides at all the meetings of Board

•If he is not present within 10 minutes after the time appointed for meeting, the directors present may choose anyone of them to be Chairman of the Meeting

Election of Directors Two Classes are formed

Class A which includes Founder Members(subscribers)

Class B comprises Members other than the Founder Members

Majority of Members shall be from Class A

35 days before the Annual Meeting, the Board determines the number of Members to be elected from Class A and Class B

Each cluster in Class A shall nominate their candidate for Election of Directors who is

Not being disqualified to be a director according to Company ordinance 1984

No cluster shall nominate more than one person

If number of nominations is same as proposed to be elected at the meeting all candidates are declared as Directors unopposed.

If number of candidates is more the Election Officer prepare a Ballot to be used for election

A Member of class A can not vote for candidates of Class B

A Member may give all his votes to a single person or can divide them

The candidates who receives large number of votes are deemed Elected

Board of Directors

Mr. Mohammad Abdullah Yusuf Council Member The Institute of Chartered Accountants of Pakistan

Mr. Fuad Azim Hashimi President & CEO Pakistan Institute of Corporate Governance

Mr. Tahir Mehmood Commissioner Corporate Law Division SECP

Mr. Muhammad Abdul Aleem Secretary General Overseas Investors Chamber of Commerce & Industry

Mr. Shahid Hussain Chief Executive Tri-Pack Films Ltd.

Mr. Mohammad Shoaib CEO Al-Meezan Investment Management

Mr. Ruhail Muhammad CFO Engro Corporation Ltd

Mian Ayyaz Afzal Managing Director / CEO

Islamabad Stock Exchange (Guarantee) Ltd

Dr. M. Nishat Professor & Associate Dean Faculty

Institute of Business Administration

Present BOD (till June 2013)

Mr. Kalim-ur-Rahman President & CEO JS Bank Ltd

Mrs. Rukhsana Saleem Chairperson Pakistan Reinsurance Company Ltd.

Mr. Inayat Hussain Executive Director Banking Surveillance Department, State Bank of Pakistan

Syed Masood Alam Rizvi Secretary General The Federation of Pakistan Chamber of Commerce & Industry

Syed Shakeel-ur-Rehman President The Institute of Corporate Secretaries of Pakistan

Mr. Asim Murtaza Khan Managing Director Pakistan Petroleum Limited

President

• Directors appoint a person as a full time President

• Shall be eligible according to Company Ordinance

Duties• Appoint officers for Managing the affairs of PICG

• Appoint the Secretary of the Company

• Can request to Chairman to call Meeting at any time

• Every Document of Institute is Signed by President

Current President is Mr. Faud Aziz Hashimi

Requirements

Organizational Structure

Meetings

•Annual general meeting

•Extraordinary general meeting

The secretary send notices to the directors 21 days before the meeting is to be held.

Three members, presenting not less than twenty five percent (25%) of the total voting power of the members of Institute constitute a quorum at any general meeting

Procedure of the Board Meetings

• Meets once in a quarter

• Meetings are called by Chairman or by President

• 7 days notice

• In case of tie the Chairman has a casting vote in addition to his vote as a Director

• Minutes of meeting are recorded by Secretary

Resolutions

Ordinary resolution is passed for•Expulsion of a Member

•For daily affairs of Institute

Special Resolution is passed for•Change in name and objective clauses of Company

•Alteration of Article

•Removal of Director

•Removal of President

•In case of Voluntary winding up

Winding up

In case of winding up

•Assets of the company shall not be disbursed among members but

should be transfer to some other Institute of same Object by passing a special resolution.

•Each member has to pay not more than Fifty Thousand Pakistani Rupees.

FEES AND SUBSCRIBTION POLICY

• Payment of remuneration

• Distribution of profit or income

• If any, should be solely applied in promotion of objectives of Institute

• Dividend or Bonuses