Beruflich Dokumente
Kultur Dokumente
ON PERFORMANCE OF DISTRIBUTION
COMPANIES UNDER PEPCO
Supervisor
Submitted by
Khalid Masood
1434-315002
MBA-IT (E) 2.5 Years
PRESTON UNIVERSITY
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
Submitted to the faculty of the Business Administration Department of the Preston University
Islamabad in partial fulfilment of the requirements for the Degree of
Masters
In
Business Administration
Student
Examiner
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
TABLE OF CONTENTS
ACKNOWLEDGEMENT..............................................................................................................5
DEDICATION................................................................................................................................6
DECLARATION.............................................................................................................................7
ACRONYMS..................................................................................................................................8
EXECUTIVE SUMMARY............................................................................................................9
1
INTRODUCTION.............................................................................................................12
1.1
1.2
Corporate Governance...........................................................................................13
1.3
Problem Statement:................................................................................................14
1.4
Aim of my Research:.............................................................................................15
1.5
Objectives of my Research:...................................................................................15
1.6
1.7
Hypothesis:............................................................................................................15
1.8
LITERATURE REVIEW...................................................................................................17
2.1
Corporate Governance...........................................................................................17
2.2
RESEARCH METHODLOGY.........................................................................................21
3.1
3.2
Research Design.....................................................................................................21
3.3
Data Sources..........................................................................................................21
3.4
Data Analysis.........................................................................................................21
3.5
3.6
3.7
3.8
Policy Implications................................................................................................23
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
TABLE OF CONTENTS
3.9
4
Limitation...............................................................................................................23
DATA ANALYSIS.............................................................................................................24
4.1
4.2
4.3
4.4
4.5
CONCLUSION..................................................................................................................35
RECOMMENDATIONS...................................................................................................36
REFERENCES..............................................................................................................................37
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
LIST OF TABLES
TABLE 2-1 (STAKEHOLDERS PERSPECTIVE).......................................................................20
TABLE 4-1 (IESCO BOD, 1999)..................................................................................................29
TABLE 4-2 (IESCO BOD, 2005)..................................................................................................29
TABLE 4-3 (IESCO BOD, 2011)..................................................................................................30
TABLE 4-4 (IESCO BOD, 2013)..................................................................................................30
TABLE 4-5 (IESCO BOD, COMPOSITION)...............................................................................31
TABLE 4-6 (LINE-LOSSES DATA).............................................................................................31
TABLE 4-7 (COLLECTION / RECOVERY)...............................................................................32
TABLE 4-8 (RECEIVABLES)......................................................................................................32
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
ACKNOWLEDGEMENT
career
in
the
fields
of
business
administration,
KHALID MASOOD
Registration No: 1434315002
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
DEDICATION
I would like to dedicate this project to my parents teachers and friends. Without
their continuous support and counseling, I could not have completed this
project.
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
DECLARATION
I hereby certify that this research work of the project is based on my own work.
The work is not prescribed elsewhere for assessment. The material that has been
used from other sources is acknowledged / referred.
_________________________
KHALID MASOOD
Registration No: 1434-315002
Class MBA-IT (E) 2.5 Years
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
ACRONYMS
IESCO
LESCO
FESCO
PESCO
HESCO
GEPCO
MEPCO
QESCO
CEO
BoD
Board of Directors
ICT
IPP
WAPDA
NEPRA
GoP
Govt. of Pakistan
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DISCOs
GENCOs
SPP
NTDC
PEPCO
CCOR
EXECUTIVE SUMMARY
The power sector is in great crises now a day. The main issue with
the sector is insufficient and unaffordable power generation, resulting in
unbearable power (load shedding) and very high tariff for the people of
Pakistan as compare to their purchasing power. The circular debt is also
an issue which is hampering the national economic development extra
ordinary. In addition to above the performance of public entities working
under PEPCO known as DISCOs and GENCOs are facing serious crises of
governance which is the worst scenario in the history of nation. Although
the performance of two to three companies is reasonable but overall
picture is not reasonable. Therefore, there is a dire need to improve the
situation; currently these corporate entities are being governed by board
of directors. The majority of these directors belong to private sector
including chairman board of directors, the nominations of these directors
are made on political links rather than merit and stake. The CEOs are
facing a large number of problems to run the business.
The detail study has been made in this research paper on corporate
governance and its different models tried in the globe. A large number of
report written by agency/ Institute/ Donors and Individual Professionals
studied to link more appropriate governance model, So that these
companies can be transferred into successful business entities with
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
Inland navigation.
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1 INTRODUCTION
1.1 Background of Governance in WAPDA & PEPCO
The Pakistan Water and Power Development Authority (WAPDA) was established
through an act of parliament in February 1958 for integrated and rapid development and
maintenance of water and power resources of the Country. This includes controlling soil
salinity and water logging to rehabilitate the affected land in order to strengthen the
predominantly agricultural economy of the Country.
As per the charter, amended in March 1959 to transfer the existing electricity departments
from the federating units to it, WAPDA has been assigned the duties of investigation,
planning and execution of projects and schemes for:
Inland navigation.
DISCOs were known as regions in the early years of WAPDA. In 1981 WAPDA regions
renamed as AEB, through amendment in WAPDA Act.
In 1992 GoP decided to restructure WAPDA. Consequently, in 1998 GoP got Registered
DISCOs under 1984 Company Ordinance and constituted their independent board of
directors. Since then power sector companies remained governed by memorandum and
article of association companies act 1984.
In 2007 WAPDA unbundled and 8xDISCOs, 3xGENCOs & 1x Transmission & Dispatch
Company placed under PEPCO (a holding company). A board of governor appointed to look
after the PEPCO governance responsibilities with Secretary Ministry of Water & Power as
Chairman. The MD PEPCO appointed as head of executive management. Till end of 2010
PEPCO looked after /monitored DISCO, GENCO & NTDC after that the role of PEPCO
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
withdrawn and the nomination of BOD and monitoring of power sector entities started at
Ministry of Water & Power and all this arrangement was made on the recommendation of
Cabinet Committee on Reforms (CCOR).
The initial formula for composition of board was:
(But this formula never observed by the government while constituting BODS)
With the erosion of central control of PEPCO, the operational performance of power sector
entities badly affected and a serious governance issues arisen.
Security & Exchange Commission of Pakistan published Public Sector Companies
(Corporate Governance) Rules 2013 which came into force w.e.f. 2013.
The Government of Pakistan reconstituted Board of Directors of power sector
corporate entities in July 2013, but did not follow these rules in letter and spirit. In most of
the companies, private sector nominations are made a high majority of 70% members. These
companies are facing serious governance problems due to nominations of non-stake holders
on their BODs which are appointed on political affiliations and most of them are incompetent
and inexperienced. This situation requires an immediate attention to reconstitute these BODs
on merit and according to the principle of constitution of corporate governance bodies for
public sector corporations.
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1.7 Hypothesis:
Null Hypothesis:
H0: The governance (BoDs) is responsible for bad performance of electricity distribution companies
(DISCOs) under PEPCO.
Alternative Hypothesis:
H1: The governance (BoDs) is not responsible for bad performance of electricity distribution companies
(DISCOs) under PEPCO.
Null Hypothesis:
H0: The members of Board of Directors of electricity distribution companies (DISCOs) under PEPCO are
real stake holders.
Alternative Hypothesis:
H1: The members of Board of Directors of electricity distribution companies (DISCOs) under PEPCO are
not real stake holders.
Null Hypothesis:
H0: The selection of members of Board of Directors of electricity distribution companies (DISCOs)
under PEPCO is made on merit.
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
Alternative Hypothesis:
H1: The selection of members of Board of Directors of electricity distribution companies (DISCOs)
under PEPCO is not made on merit.
Null Hypothesis:
H0: The selection criterion for selection of members of Board of Directors of electricity distribution
companies (DISCOs) under PEPCO is correct.
Alternative Hypothesis:
H1: The selection criterion for selection of members of Board of Directors of electricity distribution
companies (DISCOs) under PEPCO is not correct.
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2 LITERATURE REVIEW
2.1 Corporate Governance
The assessment of the corporate governance for developed markets is well researched
area. Studies have shown that good governance practices have led the significant increase in
the economic value added of firms, higher productivity and lower risk of systematic financial
failure for countries. It has now become an important area of research in emerging markets as
well.
For US Firms a broad measure of Corporate Governance Gov-Score is prepared by
Brown and Caylor (2004) with 51 factors, 8 sub categories for 2327 firms based on dataset of
Institutional Shareholder Service (ISS). Their findings indicate that better governed firms are
relatively more profitable, more valuable and pay more cash to their shareholders. Gompers,
Ishii and Metrick (2003) use Investor Responsibility Research Centre (IRRC) data, and
conclude that firms with fewer shareholder rights have lower firm valuations and lower stock
returns. They classify 24 governance factors into five groups: tactics for delaying hostile
takeover, voting right, director/officer protection, other takeover defenses, and state laws.
Most of these factors are anti-takeover measures so G-Index is effectively an index of antitakeover protection rather than a broad index of governance. Their findings show that firms
with stronger shareholders rights have higher firm value, higher profits, higher sales growth,
lowest capital expenditures, and made fewer corporate acquisitions.
In past few years corporate governance has become an important area of research in
Pakistan. Cheema, et al. (2003) suggests that corporate governance can play a significant role
for Pakistan to attract foreign direct investment and mobilize greater saving through capital
provided the corporate governance system is compatible with the objective of raising external
equity capital through capital markets. The corporate structure of Pakistan is characterized as
concentrated family control, interlocking directorships, cross-shareholdings and pyramid
structures. The concern is that reforms whose main objective is minority shareholder
protection may dampen profit maximizing incentives for families without providing
offsetting benefits in the form of equally efficient monitoring by minority shareholders. If
this happens the reform may end up creating sub optimal incentives for profit maximization
by families. They argue that a crucial challenge for policy-makers is to optimize the dual
objectives of minority shareholder protection and the maintenance of profit-maximizing
incentives for family controllers. There is a need for progressive corporations to take a lead
in the corporate governance reform effort as well.
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
Rais and Saeed (2005) analyses the Corporate Governance Code 2002 in the light of
Regulatory Impact Assessment (RIA) framework and its enforcement and application in
Pakistan in order to understand the dynamics of public decision making and assess the
efficacy of the regulation policy of SECP in the arena of corporate governance. The analysis
shows that though the listed companies are gearing themselves up to adopt the Code, there
are some constraints, and reservations about the way it was drafted and implemented. The
study by Ghani, et al. (2002) examines business groups and their impact on corporate
governance in Pakistan for non-financial firms listed on the Karachi Stock Exchange of
Pakistan for 1998-2002. Their evidence indicates that investors view the business-group as a
mechanism to expropriate minority shareholders. On the other hand, the comparative
financial performance results suggest that business groups in Pakistan are efficient economic
arrangements that substitute for missing or inefficient outside institutions and markets. The
study by Ashraf and Ghani (2005) examines the origins, growth, and the development of
accounting practices and disclosures in Pakistan and the factors that influenced them. They
document that lack of investor protection (e.g., minority rights protection, insider trading
protection), judicial inefficiencies, and weak enforcement mechanisms are more critical
factors than are cultural factors in explaining the state of accounting in Pakistan. They
conclude that it is the enforcement mechanisms that are paramount in improving the quality
of accounting in developing economies.
The separation of CEO and chairman affects firms performance because the agency
problems are higher when the same person holds both positions. Yermack (1996) shows that
firms are more valuable, when the CEO and board chair positions are separated. Core, et al.
(1999) finds that CEO compensation is lower when the CEO and board chair positions are
separate. Brown and Caylor (2004) conclude that firms are more valuable when the CEO and
board chair positions are separate.
Mir and Nishat (2004) and Shaheen and Nishat have done rating of corporate
governance based on annual reports and survey data respectively for the year 2004 and relate
this governance score with firm value. Javid and Iqbal (2007) used panel data from annual
reports for 2003 to 2006 to measure factors of corporate governance. All these studies come
to the conclusion that better governance practices increase the value of the firm. The
International Financial Corporation (IFC), SECP and Institute of Corporate Governance,
Karachi undertook a survey to awareness the corporate governance for the year 2006.
There is an increasing interest in analyzing effect of corporate governance on stock
market in Pakistan but many issues in this area are uncovered. In particular, firm-level
corporate governance rating and its effect on the corporate valuation, corporate ownership
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
and corporate financing are central issues of this area which needs in depth research. It is in
this perspective this study aims to make contribution in the literature on corporate
governance.
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
The key distinguishing features of the shareholder and stakeholder perspectives are
summarized following table.
Purpose
Governance
Structure
Governance
Process
Performanc
e metrics
Residual
risk holder
Shareholder perspective
Maximize shareholder wealth
Stakeholder perspective
Pursue multiple objectives
parties with different interests
of
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
3 RESEARCH METHODLOGY
The methodology used includes search design, data sources and data analysis of the
research already being carried out, along with the experts opinion in light of government
policies and regulations for topic under consideration.
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The data collected through various sources is classified, categorized and compared with
the government standards policies and regulations, and international performance of such
organizations in developed as well as underdeveloped countries. It is then further analyzed to
bring it in an understandable shape where important conclusions and aspects are highlighted.
The analyzed data is presented itself in form of recommendations that can be considered to
improve governance in distribution companies under PEPCO.
Area of Responsibilities
Whole Province of Khyber Pakhtunkhwa, except tribal areas.
TESCO
IESCO
GEPCO
LESCO
FESCO
MEPCO
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QESCO
Major areas of Sindh province except Karachi and areas under SEPCO.
Sukkur, Ghotki, Khairpur, Kashmore, Kandhkot, Jacobabad, Shikarpur,
Larkana, Kambar, Shahdadkot, Dadu and some portions of Jamshoro,
Naushehro Feroz, and Shaheed Benazirabad.
Whole Province of Balochistan except Lasbela which is being served by KElectric.
3.9 Limitation
i. Employees of the organization may hide the fact.
ii. The management did not agree to disclose all the confidential information.
iii. The population is very big which is spread across the company therefore physical
interview of targeted population is not possible even the given tin was also short.
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4 Data Analysis
4.1 Data Processing and Analysis
The Primary and secondary data collected from different sources processed and
analyzed. Primary data was collected in the form of answers of different questions during
information gathering wide interview, phone calls and emails whereas the secondary data was
collected in the form of reports of different government institutes and search from internet.
All collected data analyzed and classified to draw conclusion as well as guidance for
developing a proposed governance model.
4.1.1 Primary Data
As mentioned earlier, the primary data collected through interviews, phone calls,
emails and in the shape of official communication is classified and processed for the use of
conclusions and report writing in coming chapters.
4.1.2 Secondary Data
The role of secondary data is very important and helpful for better understanding of the
research output. Therefore, the important one is reproduced in following paras.
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
of
members
to
the
candidates
representing
minority
shareholders; and
c. On a request by the candidates representing minority shareholders
and at the cost of the company, annex to the notice issued under sub
section (4) of section 178 of the Ordinance an additional copy of proxy
form duly filled in by such candidates.
The appointing authorities, including the Government and other shareholders, shall apply
the fit and proper criteria given in the Annexure in making nominations of the persons for
election as Board members under the provisions of the Ordinance.
4.2.2 Role of Chairman and CEO (Separation of two positions)
The office of the chairman shall be separate, and 'his responsibilities distinct, from
those of the chief executive.
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
a. Ensure that the Board is properly working and all matters relevant to the governance of
the Public Sector Company are placed on the agenda of Board meetings;
b. Conduct the Board meeting including fixing the agenda; and
c. Ensure that all the directors are enabled and encouraged to fully participate in the
deliberations and decisions of the Board. The chairman has a responsibility to lead the
Board and ensure its effective functioning and continuous development, he shall not be
involved in day to day Operations of the Public Sector Company.
The chief executive is responsible for the management of the Public Sector Company and
for its procedures in financial and other matters, subject to the oversight and directions of the
Board, in accordance with the Ordinance. His responsibilities include implementation of
strategies and policies approved by the Board, making appropriate arrangements to ensure
that funds and resources are properly safeguarded and are used economically, efficiently and
effectively and in accordance with all statutory obligations.
The Board shall elect its chairman from among the independent directors so as to achieve
an appropriate balance of power, increasing accountability, and improving the Boards
capacity for exercising independent judgment.
4.2.3 Responsibilities, Powers and Functions of the Board
The Board shall exercise its powers and carry out its fiduciary duties with a sense of
objective judgment and independence in the best interest of the company. This provision
shall apply to all directors, including ex-officio directors. A director, once appointed or
elected, shall hold office for a period of three years, unless he resigns or is removed in
accordance with the provisions of the Ordinance.
The Board shall evaluate the candidates based on the fit and proper criteria and the
guidelines specified by the Commission for appointment to the position of the chief
executive, and recommend at least three individuals to the Government for appointment as
chief executive of the Public Sector Company.
The Board shall ensure that professional standards and corporate values are in place that
promotes integrity for the Board, senior management and other employees in the form of a
"Code of Conduct". The code of conduct shall articulate acceptable and unacceptable
behaviors.
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The Board shall establish a system of sound internal control, which shall be effectively
implemented at all levels within the Public Sector Company, to ensure compliance with the
fundamental principles of probity and propriety; objectivity,
The Board shall adopt a vision or mission statement and corporate strategy for the Public
Sector Company.
The Board shall also formulate significant policies of the Public Sector Company, which
may include the following, namely;
a. The formal approval and adoption of the annual report of the Public Sector Company,
including the financial statements;
b. The implementation of an effective communication
e.
f.
g.
h.
i.
The performance evaluation of the members of the Board including the chairman and the
chief executive shall be undertaken for which the Board shall establish a process, based on
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
specified criteria, and the chairman of the Board shall take ownership of such an evaluation.
The committees shall also carry out their evaluation on an annual basis:
4.2.5 Board Committees
a.
b.
c.
d.
e.
Audit committee.
Risk management committee.
Human resources committee.
Procurement committee.
Nomination committee.
There shall be a formal and transparent procedure for fixing the remuneration packages
of individual directors. No director shall be involved in deciding his own remuneration.
Directors' remuneration packages shall encourage value creation within the company,
and shall align their interests with those of the company. These shall be subject to prior
approval of shareholders or Board as required by company's Articles of Association. Levels
of remuneration shall be sufficient to attract" and retain the directors needed to run the
company successfully.
Subject to the provisions of the company's Articles of Association, the shareholders or
Board shall determine the scale of remuneration for non-executive directors. However, it
shall not be at a level that could be perceived to compromise their independence.
The Public Sector Company's annual report shall contain criteria and details of the
remuneration of each director, including salary, benefits and performance linked incentives.
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Chairman /CEO
Director
Director
Director
Director
Director
Director
Director
Director
* No Private Director
Table 4-2 (IESCO BoD, 1999)
4.3.2 IESCO Board of Directors (2005)
1
2
3
4
5
6
7
*4x
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1
2
3
4
5
6
7
8
9
10
11
12
*5x
Chairman
CEO
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
1
2
3
4
5
6
7
8
9
10
*3x
Chairman
CEO
Director
Director
Director
Director
Director
Director
Director
Director
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
Year
Govt.
Private
Total
1999
09
09
2005
04
03
07
2011
05
07
12
2013
03
07
10
NTDC
DISCOs
2010-11
3.0
18.3
Total
System
20.8
2011-12
2.8
18.2
20.5
2012-13
3.1
17.6
20.1
2013-14
2.5
17.5
19.6
2014-15
2.7
17.7
19.9
2015-16
2.6
17.0
Table 4-7 (Line-losses Data)
19.2
%age Recovery
2010-11
89
2011-12
86
2012-13
93.7
2013-14
89.7
2014-15
88.2
2015-16
94.5
Table 4-8 (Collection / Recovery)
June-2012
Receivable (Rs.
In Billion)
386
June-2013
411
June-2014
512
June-2015
633
Months
June-2016
684
Table 4-9 (Receivables)
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4.5.2
4.5.3
4.5.4
4.5.5
4.5.6
4.5.7
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
4.5.8
4.5.9
4.5.10
4.5.11
4.5.12
4.5.13
4.5.14
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
5 CONCLUSION
Based on the research carried out, I derived the following conclusion.
5.1
GoP has been failed to appoint BODs of DISCOs, GENCOs & NTDC on merit. By the
analysis of BoD members profiles (experience and education) and bad performance in
the shape high line losses less recoveries causing excessive load shedding and increase
circular debts shows that the BoD appointments are not make on merits, and new
governance model is failed to improve the efficiency of DISCOs.
5.2
5.3
BODs of almost all DISCOs, GENCOs & NTDC failed to provide required Corporate
Governance, due to reasons mentioned in previous chapters.
5.4
5.5
There is a dire need to reconstitute these BODs keeping in view the lesson learnt during
last 15-years in Pakistan, as well as from reports/analysis which are available regarding
many nations a large no of Nations, prepared by different Agencies/ Institutes/ Donors
and individual professionals.
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6 RECOMMENDATIONS
After thorough study of existing system and identifying the weakness in governance with
respect to composition, selection criteria, size and stake; following governance model is
purposed for government owned power distribution companies until its privatization.
6.1
6.2
6.3
Ordinance 1984).
3 x Executive Directors, CEO, FD, TD/OD (3-Year tenure).
2 x Non-Executive Directors (from Ministry of Water & Power and Ministry of
6.4
Finance).
2 X Independent directors - Retired Power Sector professional (WAPDA/PEPCO/
6.5
6.6
6.7
6.8
6.9
6.10
care.
PEPCO should be strengthen and be given role of Performance Monitoring (on KPI)
6.11
6.12
6.13
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
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Witwatersrand, Johannesburg.
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Impact of New Governance Model on Performance of Distribution Companies Under PEPCO
Page |44
Impact of New Governance Model on Performance of Distribution Companies Under PEPCO