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Presented to:

Presented By:
Atique Ahmad
Ameer Hamza
Hassan Taqi
Mohsin Sethi
Mohid Sharif
Rafi Hayder
Umer Bin Jabbar
Usman Nadeen
°hy it is needed ?
ð Capital markets, major diversification of the equity capital
leading to ever larger distance between the owners of
capital and the managers.
ð The decline of banking and the rise of the institutional
investor
ð Increasing power and size of enterprises
ð Enterprises spreading offices and employees in
dozens of countries
ð Business activities spreading across the continents
ð Corporate ownership and control not uniform in emerging
markets and developed capital markets
ð Emerging markets are dominated by ³family enterprises´
Vey objectives
ð Role of owners in electing the Board
ð Protection of minorities
ð Role of other stakeholders in management
ð Board structure and objectivity of the Board
ð System of reporting and accountability
ð Audit and internal control
ð Effective supervision and enforcement by
regulators
ð To encourage Sustainable Development of the
Company and its stakeholders
Corporate Officers
ð The company's highest level executives

ð Initially starting with "C" and ending with "O" (Chief

__Officer)

ð The board of directors is technically not being the part of

management itself, although its chairman may be
considered part of the corporate office if he/she is an
executive chairman

ð The basic purpose and aim behind is to prevent a conflict

of interest and to minimize the most power being
concentrated in the hands of one person and to promote
the democratic culture within the organization.
Corporate Officers
s 
  
ð The chairman is the highest rank officer of an organized
group such as a board or committee
ð Elected by the members of the group and the presiding
officer of the corporate board of the directors.
ð Can influence the board of directors who can elects and
removes the officers of a corporation and also supervise
the human, financial, environmental and technical
operations of a corporation.
ð There are two types of Chairman;
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__  







ð The CEO title may be combined with the chairman to form
position of executive chairman.
ð 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 operations
like in the case of the HSBC and Ford.
 



ð The non-executive chairman does not interfere in day-to-day
company matters and activities
Role and duties are as follow;
ð Chairing the meetings of the board
ð Organizing and coordinating the board's activities, such as by
setting its annual agenda
ð Reviewing and evaluating the performance of the CEO and the
other board members
] 
 




ð Corporate officer primarily responsible for managing
the financial risks of the corporation.
ð Responsible for financial planning, analysis of data and record
keeping and reporting to higher management.
ð Equivalent to finance director, a common title in some
countries.
ð Reports to CEO and to board of directors and may additionally
sit on the board.

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ð Manage business planning, budgeting, treasury and regulatory
affair.
ð Examine business future opportunities and develop financial
strategic.
ð Be responsible for internal financial controls and statutory audit.
 6 
 




ð One of the highest ranking members of an organization.
ð Managing daily operations and reporting directly to CEO.
ð 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 CEO
is a more senior title.
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ð Responsible for administrative management of private, public or
governmental corporations
ð Serve as director of the department of administration
ð Assume duties as backup CEO when required
ð Provide leadership and direction to the Director of HR and
other Dept.
ð Provide professional guidance, assist in the development of
learning and performance plans and conduct performance
evaluations.
M 
 

ð Executive level position at a corporation or organization and
report directly to the CEO or board of directors.
ð Need for CBO increases in public orgs now-a-days due to
huge competition in the marketplace

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ð Brand's image, promise
ð Brand management, orientation and implementation
ð Oversees marketing, advertising, design, PR and service
departments.
ð The brand equity of a company is seen as becoming
increasingly dependent on the role of a CBO

 




ð CEO also known as Managing Director (MD) or President is

the highest-ranking corporate officer.
ð A administrator who is the in-charge of total management of
an organization.
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ð To align the company internally and externally with his strategic
vision.
ð To facilitate business outside of the company while guiding
employees and other executive officers towards a central
objective.
ð A CEO must have a balance of internal and external initiatives
to build a sustainable company.
ð The first CEO must be appointed within 15 days of
incorporation of the company.
ð In terms of the Code, the CFO and the CEO are responsible for
presenting the financial statements of a listed company, duly
endorsed under their respective signatures, for consideration and
approval of the Board of directors.
ð Directors must ensure that an effective system of internal
control has been maintained although the responsibility for
detailed design, implementation and operation is usually
delegated to management.
ð Under the Companies Ordinance, the directors' report to
shareholders must be attached to the financial statements
containing:
ð information regarding the state of company's affairs;
ð the amount of dividend to be paid; and
ð the amount to carry to the reserve account.
ð Thee report shall be signed by the Chairman or the CEO on
behalf of directors under Section 241 of the Companies
Ordinance.
ð The financial statements, as prepared by management, present
fairly the state of affairs of the company, the result of its
operations, cash flows and
  
 
s 


 
ð The position of the Executive director is comparable to a chief
executive officer (CEO) or managing director.
.
ð Executive directors are paid for their roles
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§ 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.
]  


 

ð Member of the board of director of a company but not the

part of the executive management team
ð Not an employee of the company.
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ð Examine the performance of management in meeting agreed
goals, objectives, monitoring and succession planning.
ð Responsible for determining appropriate levels of remuneration
of executive directors.
ð Prime role in appointing and removing senior management and
in succession planning.
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ð A body of elected or appointed members who jointly oversee

the activities of a company or organization.
ð The state in which company incorporate will determine how
many directors must be on the Board.
ð According to the Company ordinance every corporation must
have a Board of Directors which is charged with the overall
responsibilities for the corporation
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§ Establishing and amending bylaws
§ Issuing dividends, approving major contracts or mergers
§ Electing or appointing officers
§ Most often the Board does not handle the day-to-day activities
of the business but leaves that responsibility to the officers of
the corporation

 

ð Directors to meet at regular intervals
ð Listed companies to have an internal audit function
ð Listed companies to frame and disclose corporate governance
guidelines, consisting the following matters ±
± director qualification standards
± director¶s responsibilities
± director¶s access to management
± director¶s compensation
± management succession
± annual performance evaluation of the Board
ð Listed companies to compulsorily adopt a Code of Business
Conduct and Ethics for directors, officers and employees
ð CEO to certify annually that there are no listing agreement
violations
 Legal provisions
ð Sec 174- of company ordinance, minimum no. of directors
depend on companies.
ð Sec 175- applicable for directors( Natural, minor)
ð Sec 178- Hold the office by first director for 3 months (
Appointment & remuneration).
ð Sec 182- creditors may nominate directors on the Board of a
company in addition to the elected directors on the basis of
contractual agreement.
ð there shall be not more than 75% executive directors on the
Board though the SEC
ð Sec 291 ± general powers exercisable through board meetings
ð Sec 194 ± Directors & officers are liability in respect of
negligence, default to the company ( Fiduciary duties)
ð Sec 195-re restricted from obtaining from loan
˜