Board of Directors

Corporate Governance
Saif Ullah Khan
 1. Executive Director (CEO, CFO).
2. Non – Executive Director
3. Women Director
4. Residential Director
5. Independent Director
Types of Directors 6. Minority Director
7. Nominee Director
8. Alternate Director
9. Additional Director (Secretary of the Company(
10.De facto Director
 1. Developing long-term goals for the
company
2. Monitoring and replacing the Chief
Executive Officer (CEO) and other key
members of executive management.
3. Reviewing and evaluating compensation
plans for executives and directors.
Functions of BoD 4. Monitoring governance strategies.
5. Detecting incompetence within the board
itself.
6. Screening the board nominees.
7. Communicating with shareholders.
8. Monitoring for conflicts in interest.
  A person of unsound mind
 An undischarged insolvent
 A convict
Disqualification  A person whose calls for purchase of shares
are in arrears
of Directors
 A person who is disqualified as a director by a
court of law
 A person removed by the Board itself,
shareholders and the Government.
 1. Size of the Board.
2. Ratio of Independent Directors.
3. Ratio of the Executive Directors.
Structure of the BoD
4. Separation of Power (CEO/Chairperson).
5. Sub-division into Committees.
  Duty of Care
Legal Obligation  Duty of Loyalty
of BoD  Duty not to Entrench
 Duty of Supervision
Election Process
 Head Hunting
Evaluating the Candidates
Effective Recruiting
Responsibility of Reaction of the Candidate
Selecting the CEO History and Reputation of the organization.
The Compensation Passage.
The relationship of the executive and the
board.
  Director’s Salary
Compensation of  Stock Options
BoD  Restricted Stock
 Liability Insurance
Reducing  Limited Terms
Entrenchment  Elimination automatic reelection
  Audit Committee
Committees  Compensation Committee
of the Board  Nomination Committee
 Ethics Committee
  Running the Board and setting the meeting
agenda.
 Ensuring Board members get accurate and
timely information.
 Protecting the rights of the shareholders to
Duties of the receive accurate and timely information.
 Ensure the shareholders are able to
Chairperson communicate with the Board, and the
directors have a clear idea of shareholders
interests.
 Ensure that the board as a whole, its
members independently and its committees
are evaluated annually.
  Base Salary
 Benefits
Executive  Expense Allowances
Compensation  Bonuses
 Stock options