State Bank of Pakistan - The Central Bank

State Bank of Pakistan - The Central Bank: "Handbook of Corporate Governance - Title"

Handbook of Corporate Governance - Title
	INDEX
Chapter		Page
	Preface	iii
	Abbreviations	v
	Index	vii
1	Introduction
1.1	What is Corporate Governance?	3
1.1.1	Defining Corporate Governance	4
1.2	Why Corporate Governance?	6
1.2.1	Reasons; Why This Subject Has Gained so Much Importance	7
1.3	Incentives Available for The Players of This Game	9
1.4	Why This Book?	10
1.5	Highlights of Basic Tools for Sound Corporate Governance	11
2	International Developments
2.1	Forums & Committee Working on Corporate Governance	15
2.2	Board of Directors	16
2.3	Management	20
2.4	Audit & Audit Committee	20
2.5	Financial Reporting	20
2.6	Code of Conduct, Business Ethics	23
2.7	Shareholders	23
2.8	Stakeholders	23
2.9	Corporate Governance Rating	24
3	Board of Directors
3.1	Qualification & Eligibility to act as Director	29
3.2	Election of New Director	33
3.3	Appointment of Directors by SBP	35
3.4	Consent to act as Director	35
3.5	Tenure of Director	36
3.6	Responsibilities & Powers of the BOD	37
3.7	Powers of Directors	42
3.8	Executive Directors	43
3.9	Nominee Directors	44
3.10	Independent Directors	46
3.11	Independence of BOD	47
3.12	Min number of Directors	47
3.13	Prohibition of Common Director	47
3.14	Orientation Course	48
3.15	Meetings of BOD	49
3.16	Minutes of meetings	49
3.17	Loans to Directors	52
3.18	Remuneration of Directors	55
3.19	Dealing with Directors	56
3.20	Power of SBP to Supersede BOD	56
3.21	Vacation of Office	57
3.22	Retirement of Directors	58
3.23	Removal of Director	58
3.24	Prosecution of Director	61
4	Management
4.1	Chief Executive Officer	65
4.2	CFO & Company Secretary Appointment	65
4.3	Qualification	65
4.4	Requirement to attend BOD Meetings	66
4.5	Fit & Proper Test for Key Executive	66
5	Financial Disclosure
5.1	Accounts & Balance Sheet	71
5.2	Improved Disclosure	71
5.3	Directors’ Report to Shareholders	72
5.4	Frequency of Reporting	75
5.5	Responsibility for Financial Reports & Corporate Compliance	77
5.6	Disclosure of Interest by Directors Holding Company Shares	77
5.7	Corporate Ownership Structure	78
5.8	Divestiture of Shares by Sponsors/Controlling Interest	78
6	Auditor
6.1	Auditor	83
6.2	Guidelines for The Auditor	86
6.3	Qualification & Disqualification of Auditor	89
6.4	Tenure of Auditor	90
6.5	Reading & inspection of Auditor’s Report	90
6.6	Signature on Audit Report	90
6.7	Auditors Not to Hold Shares	91
7	Audit Committee
7.1	Composition	95
7.2	Meetings	95
7.3	Terms of Reference	95
7.4	Reporting Procedure	97
7.5	Internal Audit	97
	References	a
	Annexure	c
Anx – I	Proforma (Fit & Proper Test for Directors) (Reference: page 20)	e
Anx – II	SECP's Code of Corporate Governance (Reference: page 28)	g
Anx – III	Proforma (Fit & Proper Test for Key Executives) (Reference: page 51)	y