 Bismillahir Rahmanir Raheem and Asalaamu Alaykum Pakistan. Welcome back to Corporate Governance. And we are talking about listed companies. Today we are going to talk about a very important topic which is the role of directors in a listed company. And definitely in a listed company the director plays a pivotal role in the board of directors. And we see that they are the custodians of corporate governance in any listed organization. Now when we talk about the role of directors then it is very important that there should be effective representation of non-executive directors representing the minority interest. Now the problem which basically arises in the minority interest is that many a times the elections are doctored or are pre-planned by the management which is extremely abhorrent. Why? Because what we see is that they do not want to have minority representation. So what they do is that they tend to place a minority shareholder and based upon that everything is pre-planned so that whoever is the minority director he or she can be manipulated or exploited by the management. Now this is something which is absolutely unacceptable and therefore proper caution should be taken in the appointment of a minority director. Now when we are talking about the contestation of the minority shareholders then there should be at least one or one third of independent directors. So that is also very important and that is something that cannot be excluded. And the management and the previous board of directors should ensure that there is a proper representation and there is no playing around or otherwise the very essence of having a board which is a multi-stakeholder represented and again which has a mixed flavor representing different stakeholders and shareholders would not be there. And therefore making sure that the election process is clean, is merit-oriented, is transparent and again there is a proper following of the stipulations as given by the Securities Exchange Commission of Pakistan is extremely important and any deviation should be properly dealt with and also should be punished. Now when we are talking about the general provisions then no more than one third would be executive directors and the chairman and CFO should not be the same. So sometimes we see that the chairman and the CEO, the chief executive officer can be the same individual but under no circumstance can the chairman and the chief financial officer be the same individual. So that is extremely important. We have to ensure that the proper job descriptions, the proper job specifications and the proper regulations are followed in totality and not again with any manipulation or exploitation or otherwise that company would be suffering in the long run. We also have to see that who are not qualified. So the first thing is that any director should not be serving in more than seven companies and those seven companies do not include these subsidiaries. He or she should be a taxpayer. He should not have been convicted as a defaulter both the director or their spouse should want to be involved in any stock brokerage business because otherwise again there would be a possibility of manipulation within the stocks and that has to be avoided and that is why we need to have these independent directors who cannot be influenced and they can be no conflict of interest based upon their responsibilities and duties as directors of the board. The responsibilities of the directors are immense and they would vary from organization to organization but again the primary responsibilities are first of all that whatever authority, whatever decisions or whatever power that they are exerting should be independent. They should be circulation of statements of ethics and business practices and they should be responsible to chalk out the strategic direction of the organization by basically drafting their mission and vision statement of an organization which is extremely important. They also should be responsible for the design and implementation of different policies which you talked about in the other session that there are so many policies which have to be looked after and so many frameworks which also have to be developed so that there can be an element of corporate governance within that listed company. They should be a clear database and that database should not be manipulated and again that data would be focusing into the different policies of that particular listed organization. They should be the launching of an effective internal control and again they could be independent departments and when we are talking about that then decisions on material transactions and significant matters that is also a responsibility of the directors and making and accepting appointments, remunerations, terms of the chief executive officer and other executives or chief officers is extremely important. So these are the individual and joint responsibilities of the director and the directors as a whole so that they can create a management structure which would be beneficial for the whole company and they also have to approve and execute the investment policies, define the role and responsibilities of the chairman and the chief executive and that again is extremely important because we don't want to have overlaps, we don't want to have a conflict, we don't want to see that because of a state of confusion there would be a trickle down effect within the organization and that would create a lot of chaos. So all of these are extremely important in the context of the directors. They should be looking after some very important issues with an organization such as the annual business plans, the cash flow projections and the forecast, the quarterly operating results, the internal audits and the details of joint ventures. So again what we see ladies and gentlemen is that the role of the director and listed company is not just limited to board meetings, is not limited to just signing off on different reports or just to basically do some window dressing. The role of the director is extremely important and it is a multilateral and multifunctional role which ensures that there is more clarity, there is more transparency, there is more accountability, there is more integrity within the strategic and the tactical operations of a particular organization and then they also have to chalk out the future of that organization so that things are done in a better way and again are done according to the rules, laws and regulations of the land. Thank you so much.