Name: Zahra Batool

Fatima Jinnah Women University

Bachelor of Computer arts (BCA 6th Semester)

Home Assignment

Chapter 09

Make list of attributes of effective boards of Directors and effective board Members w.r.t to
your business model and discuss it in the class.

Board of Directors:
In order to ensure the transparency, good governance and smooth working of the Company's
activities, the Company has carried out the regulatory framework in terms of qualification,
experience and composition of the Board of directors as well as awareness of the Board
responsibilities and duties. The Board comprises 9 directors effectively representing
shareholders' interests. There are 6 nonexecutive directors including 2 independent directors
and 3 directors nominated by holders of special interest. All board of directors are highly
qualified and experienced and come from differed discipline, which enables the Board to carry
out effective and efficient decision making.

Board Operations:
Each member from Board is fully aware of his responsibilities as an individual member as well
as the responsibilities of all members together as a board. The Board effectively participates in
all major decisions of the Company including arrangement endorsement of capital expenditure
budgets, investments, issuance of value and debt capital, related party transactions and
appointment of key faculty. The Board also monitors the Company's task by approval of
financial statements, review of both internal and external audit observations, assuming any and
recommendation of dividend. The Board has devised the formal policies for conducting the
business and ensures their monitoring through an independent Internal Audit Department
which continuously monitors the adherence to Company Policies. The responsibility of
executing the strategies as approved by the Board of Directors is that of the management. The
management conducts the routine business operations of the Company in an effective and
ethical manner in accordance with the strategies and goals approved by the Board and identify
and administers the key risks and opportunities which could impact the Company in the
ordinary course of execution of its business. Management is also concerned in keeping the
Board members updated regarding any changes in the operating environment or risk profile. It
is also the responsibility and duty of management, with the oversight of the Board and its Audit
Committee, to plan financial statements that fairly present the financial position of the
Company in accordance with applicable accounting standards and legal requirements.

The Chairman and the Chief Executive Officer are the part of the Company's governance
structure, with clear division of roles and responsibilities or duties. The Chairman acts as the
head of the Board and is responsible for evaluating and making recommendations regarding
effectiveness of the Board and ensuring effective part of the Board in fulfilling all its
responsibilities and has the power to set plans, give directions and sign the minutes of Board
meetings. The Chief Executive Officer is an executive director of the company who also acts as
the head of the Company's management in the capacity of managing director and implements
the policies appointed by the Board within the limits prescribed. The main responsibilities and
duties of the Chief Executive Officer include:
 Safeguarding the Company's assets.
 Creation of shareholder value.
 Identification of potential.
 Diversification/ investment projects.
 Implementation of projects approved by the Board.
 Ensuring compelling working of the internal control system.
 Identifying risks and designing mitigation strategies.
 Development of the human capital and good investors' relations.
 Compliance with regulations and best practices.

New members of the Board are taken through a detailed orientation processes at the time of
induction. The orientation process includes a familiarization program which mainly includes the
following:
 Vision, mission, core values and strategies and stakeholders.
 Significant policies.
 Summary of financial position.
 Risks exposure and management.
 Critical performance indicators.
 Roles and responsibilities of director under the statute.
 Expectations from the Board.
 Features of business including strategic plans, forecasts, minutes of past meetings and
litigations.
The Board of Directors of the Company have determined the following terms of reference of
the Audit Committee:
 Determination of appropriate measures to safeguard the Company's resources.
 Review of fundamental declarations of results prior to publication.
 Facilitating the outer review and discussion with external auditors of major observations
arising from interim and final reviews and any matter that the auditors may wish to
highlight (in the absence of management, where necessary).
 Review of Management Letter gave by outside evaluators and management's
responsible thereto.
 Ensuring the coordination between both internal and external auditors of the Company.
 Review of the scope and extent of internal review and ensuring that the internal review
function has adequate resources and is appropriately placed within the Company.
 Review of Company's assertion on internal control system prior to endorsement by the
Board of Directors and internal audit reports.
 Instituting unique activities, value for money studies or other investigations on any
matter specified by the Board of Directors, in discussion with the CEO and to consider
remittance of any matter to the external auditors or to the any other external body.
 Determination of consistence with significant statuary requirements.
 Monitoring consistence with the best practices of corporate governance and
identification of significant violations thereof.
 Review of arrangement for staff and executives to answer to review panel monetary and
other matters and recommend instituting remedial and mitigating measures.
 Recommend to the Board of directors the appointment of the external auditors, their
removal, audit fees, the provision of any service permissible to be rendered to the
Company by external auditors in addition to audit of its financial statements, measures
for redress and rectification of non-compliances with the Code of Corporate Governance
Regulations.
 Consideration of some other issue or matter as maybe assigned by the Board of
Directors.