TERMS OF REFERENCE (TOR) OF LEGAL COMMITTEE OF

BOARD OF DIRECTORS GEPCO LIMITED APPROVED BY BOD

GEPCO IN ITS 34TH MEETING HELD ON 22-03-2014 AT AGENDA
NO.4 CIRCULATED VIDE COMPANY SECRETARY MEMO NO.
62314 DATED 28-03-2014.
A Legal Committee has been constituted by the BOD GEPCO so as to
provide general framework of legal assistance and to formulate the policies in
that respect to streamline the legal works and keep the Board of Directors
appraised of the developments in that respect. The Committee has been
constituted by BOD GEPCO vide notification of Company Secretary Memo
No.51273-76 dated 17.02.2014 with the following members: -

1.

a. Ch. Muhammad Ishaq Aulakh

Chairman

b. Khawaja Amer Hassan

Member

c. Mr. Fawad Butt

Member

d. Lt. Col. Shah Jahan Khan

Member

e. Mr. Muhammad Siddique, Addl: D.G. (Legal)

Secretary

That the Committee would carry out the following functions in respect

of the legal matters connected with the GEPCO Ltd., operations and
activities: a.

To arrange and provide legal assistance to Board of Directors and

other Committees of the Board on demand. The Committee would
also provide legal assistance on request to entire formations of
GEPCO Ltd. right down to the lowest levels so that all the functions
in GEPCO Ltd. are regulated as per law and the rules.

b.

The Committee will maintain a panel of Advocates of GEPCO Ltd. It

will have authority to make additions / deletion in the panel of
Advocates depending upon its need and performance of the
Advocates. The panel of the Advocates would be re-shaped by the
Committee at any moment and engage any counsel even outside
the GEPCO Panel of Advocates in the interest of GEPCO Ltd. with
an object of having best of the lawyers to provide effective legal
services to GEPCO Ltd.

c.

The Committee shall prepare a mechanism and guidelines to

conduct the court cases.

d.

Committee shall arrange workshops for the guidance of field

officers regularly in Electricity/NEPRA civil, criminal, labour, tax and
other special laws pertaining to GEPCO.

e.

Committee shall frame the rules and regulations for appointment of

legal Advisors, consultants and Panel Advocates.

f.

The Committee will be empowered to decide the schedule of fee of

the Advocates. It will have full powers in connection with deciding
the schedule of payments to the Lawyers for various courts and
formations in general and also to sanction the special fee of the
Advocates keeping in view the nature of the cases assigned to
them and other matters in connection with the full functions of
GEPCO Ltd.

g.

The Committee would regulate and monitor the pending litigation

before different courts starting from Civil Courts right up to the
honourable Supreme Court. It will also monitor the litigation before
the special courts with the object of quick disposal and best
presentation of the position of GEPCO Ltd. before the courts of law.

h.

The engagement of the Lawyers will be centralized at GEPCO H/Q

level instead of Circles and it will be ensured that the best Counsels
were engaged to represent GEPCO in the litigation before the
courts. The emphasis would be of engagement of the Lawyers of
specialty in their relevant fields of expertise.

i.

The Committee would have the powers to appoint Legal Advisors,

Legal Consultants and Law Firms for dealing with the cases of
Income Tax, Sales Tax, Tariff Petitions and other special laws
assignments etc. The remuneration and retainership for such
persons will be within the authority of the Committee which will be
decided keeping in view the expertise and credentials of the Lawyer
engaged / appointed for such assignments.

j.

The Committee will also control the drafting and vetting of

agreements of GEPCO Ltd. on request of concerned departments.
Important petitions would also be checked and vetted, if so
required, in the interest of GEPCO Ltd. All necessary legal help in
that regard would be managed and furnished to the relevant
persons including the Lawyers on request.

k.

The Committee would render legal advice on legal issues

concerning GEPCO Ltd. It will have a check on the judgements of
the Courts in respect of their application to GEPCO Ltd. and for
making decisions to approach the higher forums, if required, in the
interest of GEPCO Ltd.

l.

The Committee shall also prepare GEPCO Rules for disciplinary

proceedings and other related issues. It will have full authority to
adopt rules of WAPDA or other Organizations keeping in view the
requirements and interest of GEPCO Ltd.

m. The Committee would have full powers relating to legal matters

requiring approval of BOD and involving legal implications from any
decision making either from the Government, WAPDA, NEPRA,
Inland Revenue Authority or other connected agencies of the State.
n.

Any other business assigned by the BOD relating to legal issues.

o.

BOD GEPCO may relax any term of the TOR or impose any further
restriction in accordance with law in the interest of GEPCO.

2.

Retirement and Resignation

a.

If any Member of the Legal Committee resigns or vacates his office,

ceases to be a Member with the result that the number of the Legal
Committee Members are reduced below three (3) then the BOD
shall appoint the replacement within three (3) months after the
vacancy.

3.

Meetings
a.

The quorum for convening Meeting shall be at least two Members

or 50% whatever will be higher.

b.

The Meeting shall be presided by the Chairman of the Committee or

any other available Member in his absence.

c.

The frequency of Meeting shall be at least once in a month.

Meetings may be more frequently as circumstances dictates.

d.

The BOD, any sub Committee of BOD or any Member of Legal

Committee can requisitioned the Legal Committee Meeting through
the Secretary of the Committee.

e.

Agenda of the Meeting shall be prepared by Secretary of the

Committee with the consultation and concurrence of Chairman and
shall circulate amongst the Members of the Committee prior to the
date of Meeting under intimation to Secretary BOD.

f.

The Secretary of Legal Committee will also be responsible for

preparation and keeping the minutes of the Meeting of Legal
Committee for circulation amongst the Members and to follow up
outstanding matters.

4.

Authority
a.

The Committee shall be authorized to investigate any activity within

its terms of reference. All GEPCO Employees shall be directed to
extend full co-operation and facilitate the Legal Committee in
accomplishing its task.

b.

The Committee shall have unrestricted access to all informations,

documents and resources required to fulfill the duties and
responsibilities of Legal Committee.

c.

The Committee will be authorized to reprimand or suggest

disciplinary action to the Management against any GEPCO
employee for irregularities causing inefficiency or loss to the
Company regarding any matter especially legal issues deem
appropriate.

BABER IQBAL,
Chairman BOD GEPCO