Code of Corporate Listed Companies (Code of

Governance  Corporate Governance)

Jamshaid Akhtar ACA Regulations 2019

1. Number of
Directors and
Composition of Board

Person shall not be Board shall facilitate Executive Directors:

Board shall be Independent Directors: Board shall have Chairman & CEO
director of more than minority shareholders atleast 2 or 1/3 of board -ED including CEO
diverse in experience, ateast 1 female shall not be same
7 companies as class to contest shall not be more
skills, knowledge whichever is higher  director person
simultaneously election than 1/3 of board

-shall submit consent

-shall submit declaration of
qualification as
independent

2. BOD, its members

and meetings

BOD shall ensure records of Chairman inform

BOD is responsible for: about duties/ powers All directors shall
BOD shall ensure following; following policies;
-CG to directors at start of attend AGM
-mission/vision -risk & ICs, HR, fee for NED
-Ethics term
-code of conduct -procurement, marketing
-risk management policies
-internal control system -credit, discounts
-annual risk assessment
-annual evaluation of board -investment, debt 
-internal controls
-ch III 10 (4)

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 Code of Corporate 3. Issues To Be
2. BOD, its members
Governance  Placed for Decision of
and meetings
Jamshaid Akhtar ACA BOD

CEO placed issues such as:

Agenda & Discussion in Minutes of Meetings: Attendance: -business plan, CF, strategic plan
-keep minutes Related party
Meetings: -CFO & CS shall attend meeting -budgets, manpower, overhead transactions
-chairman sets agenda -company sec. shall be sec. to board -not attend meeting relating to their -quarterly results
-7 days notice -if dissenting note is not in minutes performance -IA reports
 +contact CS -ch IV 14
 +commission in 30 says

4. Remuneration of 5. Director Training

Directors Program

-formal policy
including meeting fee
-cant determine their
own remuneration
-commensurate with
responsibilities
Obtain certificate
Companies shall -half till June 30, 2020
make arrangement -75% till June 30, 2021
-all till till June 30, 20200
-new member may get within
one year
-exempt if 14 yrs education, 15
yrs experience in board of
listed co.
Same yearly training for
-atleast 1 female executive
-one HOD

7. Responsibility of
6. CFO, CS, HoIA Financial Reporting &
Corporate Compliance

CFO: CFO & CEO get

CS: CFO & CEO endorse
Appointment & -CA, CMA with 3 yrs IA: interim & annual FS
-qualification as per all FS before BOD
removal by BOD -PG with 5 yrs -CA, CMA with 3 yrs initialed by external
law & he is not CFO approval
-Graduate with 7 yrs -PG, CIA, CFE, CICA with 5 yrs auditor
exempt if CFO for 15 yrs of -Graduate with 7 yrs
listed co.

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 8. Committees of Board
Code of Corporate 9. Internal Audit
Governance 
Jamshaid Akhtar ACA

HR & Remuneration Nomination Risk Management -in every company

Audit Committee -head report functionally to
Committee Committee Committee
AC, administratively to CEO
-director cant be part of IA
-staff with requisite skills
-can be outsourced
-IA reports provided to
-atleast 3 members -meet ateast once in each quarter -atleast 3 members auditors
Responsibilities -ICs, compliance
all NED & one INED -can meet on request of auditor, IA, majority NED & one INED Make recommendations
-ch ix 27 (4) -risk mitigation
-chairman should be chairman -chairman should be INED  for;
INED (not board's -IA & auditor meet committee about -CEO may be included -board members
chairman accounts & audit -meet atleast once in FY -structure of board
-one member --CEO & CFO should not be member -TOR
financially literate -AC meets auditor & IA without CFO
atleast once a year
-AC meets IA without CFO & auditor
once a year

11. Reporting &

10. External Audit
Disclosures

-auditor should have QCR rating of ICAP & Rotation: Director's Report:
Disclose significant Compliance Statement & Auditor's Review;
registered with AOB -listed co. in financial sector -Quarterly FS published with directors policies on on website -give compliance statement with annual
-partner should be compliant of code of ethics every in 5 yrs review
-AC recommend auditors -other listed co. rotate EP -Director report includes; report
-only provide audit service as per IFAC every 5 yrs  +total no. -reviewed & certified by statutory auditors
guidelines  +composition -statutory auditor shall highlight non-
compliance in review report
-do not perform management function  +member of committee
-should not be close relative of CFO, CEO,  +remuneration policy
HoIA, CS, BOD -Annual report contains aggregate amount
-EA furnish ML within 45 days of report of remuneration for executive & NED

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