Govern Ace

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    Shahbaz haider (35)Usama iftekhar (28)

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    Corporate governanceRefers to the system by which

    corporations are directed and controlled.

    The governance structure specifies thedistribution of rights and responsibilities

    among different participants in the

    corporation.

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    SURVEY CORPORATE GOVERNANCE

    PRACTICES IN PAKISTAN

    A roundtable was held on 26 July at the

    Marriott Hotel, Karachi to discuss the key

    findings of the draft report of the Survey ofCorporate Governance Practices in Pakistan

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    The survey has been commissioned by the

    International Finance Corporation,

    Securities and Exchange Commission ofPakistan and Pakistan Institute of

    Corporate Governance and conducted by

    ACCA Pakistan. This survey is expected to

    provide a baseline for future corporategovernance reforms and initiatives under

    the IFCs Pakistan Corporate Governance

    Project.

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    Contemporary corporate governance started in 1992

    with the Cadbury report in the UK

    Cadbury was the result of several high profile

    company collapses is concerned primarily with protecting weak and

    widely dispersed shareholders against self-interested

    Directors and managers

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    Shareholders those that own the company

    Directors Guardians of the Companys

    assets for the Shareholders

    Managers who use the Companys assets

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    Primarily concerned with public listedcompanies i.e. those listed on a StockExchange

    Focused on preventing corporate collapsessuch as Enron, Polly Peck and the Maxwellcompanies

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    What relevance does it have to Africa wherethere are few public listed companies

    Most companies are non-listed, privatefamily owned businesses where theshareholders and the managers are oftenthe same people

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    Accountability

    Fairness

    Transparency

    Independence

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    Ensure that management is accountable tothe Board

    Ensure that the Board is accountable toshareholders

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    Protect Shareholders rights

    Treat all shareholders including minorities,

    equitably

    Provide effective redress for violations

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    Ensure timely, accurate disclosure on allmaterial matters, including the financialsituation, performance, ownership and

    corporate governance

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    Procedures and structures are in place so asto minimize, or avoid completely conflictsof interest

    Independent Directors and Advisers i.e. freefrom the influence of others

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    usama iftekhar(28)

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    Good Board practices

    Control Environment

    Transparent disclosure

    Well-defined shareholder rights

    Board commitment

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    Clearly defined roles and authorities

    Duties and responsibilities of Directors understood

    Board is well structured

    Appropriate composition and mix of skills

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    Appropriate Board procedures

    Director Remuneration in line with best practice

    Board self-evaluation and training conducted

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    Internal control procedures

    Risk management framework present

    Disaster recovery systems in place

    Media management techniques in use

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    Business continuity procedures in place

    Independent external auditor conducts audits

    Independent audit committee established

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    Internal Audit Function

    Management Information systems established

    Compliance Function established

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    Financial Information disclosed

    Non-Financial Information disclosed

    Financials prepared according to International

    Financial Reporting Standards (IFRS)

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    Companies Registry filings up to date

    High-Quality annual report published

    Web-based disclosure

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    Minority shareholder rights formalised

    Well-organized shareholder meetings conducted

    Policy on related party transactions

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    Policy on extraordinary transactions

    Clearly defined and explicit dividend policy

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    The Board discusses corporate governance issues andhas created a corporate governance committee

    The company has a corporate governance champion

    A corporate governance improvement plan has beencreated

    Appropriate resources are committed to corporate

    governance initiatives

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    Policies and procedures have been formalized anddistributed to relevant staff

    A corporate governance code has been developed

    A code of ethics has been developed The company is recognized as a corporate

    governance leader

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    Corporate Governance applies to all types oforganizations not just companies in the private sector

    but also in the not for profit and public sectors

    Examples are NGOs, schools, hospitals, pension

    funds, state-owned enterprises

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    Assurance That Actions Support Strategic Positions:Key strategic actions, such as mergers and

    acquisitions, major new market entries, exiting

    markets, closing plants.Monitoring Investment Decisions andCapital Investments

    It is the responsibility of the corporate

    board to review and understand thefinancial statements.

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    Policy setting

    Corporate governance is the system used to

    direct and control organizations

    Establishing Corporate StrategyAn organization's corporate board must be intimately

    involved with establishing a clear definition for the

    organization's purpose and desired outcomes

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    Better access to external finance

    Lower costs of capitalinterest rates on loans

    Improved company performance sustainability

    Higher firm valuation and share performance Reduced risk of corporate crisis and scandals

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    THANKS