 Bismillahir Rahmanir Raheem and Aslan Alaykum Pakistan, welcome back to Corporate Governance. And today we are going to start a very interesting journey of about three sessions. And these three sessions are going to be covering a very interesting comparison of Corporate Governance Codes of countries. And this is going to be part one. We are going to basically see the difference or the similarity between the Corporate Governance Codes of four different countries. And we are going to see how they compare with Pakistan and what are the gaps and what are the additional clauses or codes which are existent over there. So ladies and gentlemen, when we are going to be comparing, then this comparison is going to be between Bangladesh, India, Sri Lanka and Pakistan. Basically all our Sark countries, all have a very similar texture. All have been a part of the British Empire. And therefore they all come from the common law system which basically is based upon the British law system or the British legal structure. And there are a lot of similarities. However, despite those similarities, when we are talking about the Corporate Governance Guidelines or the Corporate Governance Codes, then there is a difference between these different countries. So first of all, let us look at the composition of the board. Now when we look at Bangladesh, then they basically are representing various categories of shareholders and independent directors. While in India, we see that the optimum combination of executive and non-executive directors with at least one woman director. And then in Sri Lanka, the balance of executive and non-executive directors including independent non-executive directors. And Pakistan, effective representation of independent non-executive directors including those representing minority interests. So if we look at the composition of the board, even though there is a lot of similarity, but despite that, there is a little bit of difference and differentiation between the four. If we look at the board size, then Bangladesh specifies a minimum of five and a maximum of twenty. While India, Sri Lanka and Pakistan, it is not specifically covered. We look at the maximum number of committees in which a member can be a part. And for Bangladesh, it is not specifically mentioned. It's not specifically mentioned in Pakistan and also not in Sri Lanka. However, in India, not more than ten committees across all companies in which he or she is a director. So over there, we see that there is a limitation of ten committees. We look at the role of the board. Then in all four countries, it is covered and it is properly enumerated within the code of governance. So we see that there is a great similarity between Bangladesh, India, Sri Lanka and Pakistan in the role of the board. Ladies and gentlemen, moving a little bit ahead, again talking about the comparison of the board of directors, when we are talking about the maximum number of committees in which a member can act as a chairman or chairperson, in Bangladesh it is not specifically covered nor is it in Sri Lanka and nor is it in Pakistan. However, in India, not more than five committees across all companies in which he or she is a director. So again, in the Indian Code of Conduct, it is specifically specified and there is a upper limit of five committees of which they can be the chairperson or chairman. When we are talking about number of meetings in a year and the time interval between the different meetings, then in Bangladesh, it is not specifically covered and therefore it can be as and when required. However, when we are talking about India at least four times a year with a maximum time gap of 120 days between any two meetings, we see that in Sri Lanka at least once in every quarter of a financial year, quite similar to the Indians, but again, they have been able to specify a maximum gap and then Pakistan very similar to Sri Lanka is at least once in every quarter of a financial year. So there's a lot of similarity, but there are finer points or finer guidelines in which the four countries can differ. We talk about the evaluation of the BOD as a whole. Then it is not covered in the Bangladesh Code of Governance. However, it is adequately covered in India, Sri Lanka and Pakistan and the evaluation of the CEO again, not specifically covered in Bangladesh, but in India, Sri Lanka and Pakistan, it has been adequately covered. So there we see that again, lot of similarity, but there can be a little bit of deviation based upon the country in which we are going to be. Ladies and gentlemen, we talk about the training of the Board of Directors. Then it is covered in India, Sri Lanka and Pakistan, but not specifically in Bangladesh. We talk about the committees of the BOD. Then in Bangladesh, the Compulsory Committee is the Audit Committee. In India, it is the Audit, Remuneration and Nomination Committee. So they have three different committees. In Sri Lanka also, we see that there is the Audit, Remuneration and Nomination Committees. And in Pakistan, we have the Audit, Human Resource, Remuneration Committee. So again, different type of committees, but there is one similarity across all four countries, and that is the Audit Committee. And we talked about the Audit Committee previously. It is a very, very important committee, especially to ensure that the guidelines of corporate governance are properly materialized and properly implemented within the organization across the different levels. And the Board of Directors have an oversight on it. When we talk about the Code of Conduct, then the Code of Conduct is covered in Bangladesh, India, Sri Lanka and Pakistan. And again, disclosure of remuneration is covered by all four countries. So, ladies and gentlemen, moving forward with the comparison in the Board of Directors, we are going to talk about a very important aspect, and that is the number of independent directors. At least one-tenth of the total number, if the directors of the directors or minimum one in Bangladesh and in India, at least one-third of the board if there is an executive chairman. And when we are talking about Sri Lanka, at least two non-executive directors or one-third of the total number of directors, whichever is higher. If chairman and CEO is the same person, comprise a majority of the board. So, again, we see that in Sri Lanka, it is more elaborate. While in Pakistan, it is at least one and preferably one-third of the total members. So, again, what we see is that there is a lot of difference between the four countries and there is a different composition in the number of independent directors. We talk about the limit or the number of independent directorships. Then, when we are talking about Bangladesh, not more than three-listed companies. When we are talking about India, not more than seven, but a whole-time director in any listed company as an independent director in not more than three-listed companies. So, again, we are talking about three-listed companies over here. While in Sri Lanka and Pakistan, it is not specifically covered. So, again, a very, very important aspect of the number of independent directorships and also the total number of independent directors allowed in the Board of Directors. Ladies and gentlemen, moving forward, shareholding of independent directors not more than 1% in Bangladesh, not more than 2% in India, not more than 5% in Sri Lanka and not more than 10% in Pakistan. So, we see this incremental difference between the four countries with Bangladesh having the minimum and Pakistan having the maximum 1% to 10%. Maximum tenure of independent directors, three years extended for one term only in Bangladesh. In India, it is as per their law. In Sri Lanka, it is nine years while in Pakistan, three consecutive terms. So, again, there is a lot of disparity between this maximum tenure of independent directors. Talking about the appointment of independent directors, then it is done by the Board of Directors in Bangladesh. In India, it is as per law. In Sri Lanka, it is through the nomination committee and in Pakistan, it is not specifically covered. A performance evaluation of the independent directors, well, over there, ladies and gentlemen, in Bangladesh, it is not specifically covered nor is it specifically covered in Pakistan, but in India and in Sri Lanka, it is covered. Going on to our final comparison regarding the Board of Directors, the separate meetings of the independent directors. In Bangladesh, it is not specifically covered. In India, at least one meeting in a year. In Sri Lanka also, one a year and in Pakistan, it is not specifically covered. Restriction to be an independent director. In Bangladesh, a sponsor loan defaulter, stock exchange member, they cannot become members. While in India, a cocoon relationship with a company or subsidiary or supplier, that would be a conflict of interest. And in Sri Lanka, material relationship or close family member or significant shareholdings, again, they cannot become independent directors. And in Pakistan, any connection with the family or any relationship with the company, they cannot become independent directors. So, again, in the context of the constitution of the Board and the composition of the Board, we see that there are a lot of similarities between Bangladesh, India, Sri Lanka and Pakistan. But in the micro issues and in the micro contextualization of the code and guidelines, we see that there are some differences depending upon what we are talking about. And depending upon the context and composition, we see that there are also differences between Bangladesh, India, Sri Lanka and Pakistan. Thank you so much.