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Role and responsibilities of

Corporate Directors & Officers

Presented to:

Presented By:Atique AhmadAmeer Hamza

Hassan TaqiMohsin SethiMohid Sharif Rafi Hayder

Umer Bin Jabbar Usman Nadeen

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W hy it is needed ?j Capital markets, major diversification of the equity capital

leading to ever larger distance between the owners of capital and the managers.

j The decline of banking and the rise of the institutionalinvestor

j Increasing power and size of enterprisesj Enterprises spreading offices and employees in

dozens of countriesj Business activities spreading across the continentsj Corporate ownership and control not uniform in emerging

markets and developed capital marketsj Emerging markets are dominated by family enterprises

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K ey objectivesj Role of owners in electing the Boardj Protection of minoritiesj Role of other stakeholders in managementj Board structure and objectivity of the Boardj System of reporting and accountabilityj Audit and internal controlj Effective supervision and enforcement by

regulatorsj To encourage Sustainable Development of the

Company and its stakeholders

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Corporate Officersj The company's highest level executives

j Initially starting with "C" and ending with "O" (Chief __Officer)

jThe board of directors is technically not being the part of management itself, although its chairman may beconsidered part of the corporate office if he/she is anexecutive chairman

j The basic purpose and aim behind is to prevent a conflictof interest and to minimize the most power beingconcentrated in the hands of one person and to promotethe democratic culture within the organization.

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Corporate Officers1.

Chairman of the Board:j The chairman is the highest rank officer of an organized

group such as a board or committeej Elected by the members of the group and the presiding

officer of the corporate board of the directors.j Can influence the board of directors who can elects and

removes the officers of a corporation and also supervisethe human, financial, environmental and technicaloperations of a corporation.

j There are two types of Chairman;I . Ex ecutive ChairmanII . N on- Ex ecutive Chairman

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Ex ecutive Chairman:j The CEO title may be combined with the chairman to form

position of executive chairman.j The chairman's post may also exist as an office separate from

that of CEO and it may be considered an executive chairman if that titleholder exercise the influence over company operationslike in the case of the HSBC and Ford.

N on- Ex ecutive Chairman:j The non-executive chairman does not interfere in day-to-day

company matters and activitiesRole and duties are as follow;

j Chairing the meetings of the boardj Organizing and coordinating the board's activities, such as by

setting its annual agendaj Reviewing and evaluating the performance of the CEO and the

other board members

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2 . Chief financial officers:

j Corporate officer primarily responsible for managing

the financial risks of the corporation.j Responsible for financial planning, analysis of data and record

keeping and reporting to higher management.j Equivalent to finance director, a common title in some

countries.j Reports to CEO and to board of directors and may additionally

sit on the board.

Role and Responsibilities:j Manage business planning, budgeting, treasury and regulatory

affair.j Examine business future opportunities and develop financial

strategic.j

Be responsible for internal financial controls and statutory audit.

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3 .Chief Administrative Officer:j One of the highest ranking members of an organization.j Managing daily operations and reporting directly to CEO.j In some companies, the CAO is also the president. It is very

similar to a chief operating officer and is not the same as a CEOis a more senior title.

j

Responsibilities and Duties:j Responsible for administrative management of private, public or

governmental corporationsj Serve as director of the department of administrationj Assume duties as backup CEO when requiredj Provide leadership and direction to the Director of HR and

other Dept.j Provide professional guidance, assist in the development of

learning and performance plans and conduct performance

evaluations.

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4 . Chief Brand Officer:j Executive level position at a corporation or organization and

report directly to the CEO or board of directors.j Need for CBO increases in public orgs now-a-days due to

huge competition in the marketplace

Role & Responsibilities:j Brand's image, promisej Brand management, orientation and implementationj Oversees marketing, advertising, design, PR and service

departments.j The brand equity of a company is seen as becoming

increasingly dependent on the role of a CBO

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Chief Ex ecutive Officer:

j

CEO also known as Managing Director (MD) or President isthe highest-ranking corporate officer.j A administrator who is the in-charge of total management of

an organization.

Roles & Responsibilities:j To align the company internally and externally with his strategic

vision.j To facilitate business outside of the company while guiding

employees and other executive officers towards a centralobjective.

j A CEO must have a balance of internal and external initiativesto build a sustainable company.

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j

The first CEO must be appointed within 15 days of incorporation of the company.j In terms of the Code, the CFO and the CEO are responsible for

presenting the financial statements of a listed company, dulyendorsed under their respective signatures, for consideration and

approval of the Board of directors.j Directors must ensure that an effective system of internal

control has been maintained although the responsibility for detailed design, implementation and operation is usuallydelegated to management.

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j

Under the Companies Ordinance, the directors' report toshareholders must be attached to the financial statementscontaining:

j information regarding the state of company's affairs;j the amount of dividend to be paid; andj the amount to carry to the reserve account.j Thee report shall be signed by the Chairman or the CEO on

behalf of directors under Section 241 of the CompaniesOrdinance.

j

The financial statements, as prepared by management, presentfairly the state of affairs of the company, the result of itsoperations, cash flows and

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Corporate Directors

1. Ex ecutive director:j The position of the Executive director is comparable to a chief

executive officer (CEO) or managing director.

j Executive directors are paid for their roles .Roles & Responsibilities:

To design, develop and implement strategic plans for their organization in a cost-effective and time-efficient manner.Responsible for the day-to-day operation of the organization.

The board usually grants the executive director the authority of running the organization.

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2 . N on- Ex ecutive Director:

j Member of the board of director of a company but not thepart of the executive management team

j Not an employee of the company.Responsibilities & Role:j

Examine the performance of management in meeting agreedgoals, objectives, monitoring and succession planning.j Responsible for determining appropriate levels of remuneration

of executive directors.j Prime role in appointing and removing senior management and

in succession planning.

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3 . Board of Directors:

j

A body of elected or appointed members who jointly overseethe activities of a company or organization.j The state in which company incorporate will determine how

many directors must be on the Board.j According to the Company ordinance every corporation must

have a Board of Directors which is charged with the overallresponsibilities for the corporation

Role & Responsibilities:Establishing and amending bylaws

Issuing dividends, approving major contracts or mergersElecting or appointing officersMost often the Board does not handle the day-to-day activitiesof the business but leaves that responsibility to the officers of the corporation

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S E C of Pakistan

j Directors to meet at regular intervalsj Listed companies to have an internal audit functionj Listed companies to frame and disclose corporate governance

guidelines, consisting the following matters director qualification standards

directors responsibilities directors access to management directors compensation management succession annual performance evaluation of the Board

j Listed companies to compulsorily adopt a Code of BusinessConduct and Ethics for directors, officers and employeesj CEO to certify annually that there are no listing agreement

violations

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Legal provisionsj Sec 174- of company ordinance, minimum no. of directors

depend on companies.j Sec 175- applicable for directors( Natural, minor)j Sec 178- Hold the office by first director for 3 months (

Appointment & remuneration).j Sec 182- creditors may nominate directors on the Board of a

company in addition to the elected directors on the basis of contractual agreement.j there shall be not more than 75% executive directors on the

Board though the SECj Sec 291 general powers exercisable through board meetingsj Sec 194 Directors & officers are liability in respect of

negligence, default to the company ( Fiduciary duties)j Sec 195-re restricted from obtaining from loan

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Thank You