 Bismillahi r-Rahman r-Raheem and Asalaamu alaikum Pakistan, Sayyidu, San Heather with Corporate Governance again. We've been looking at the different dimensionalities of corporate governance and we've been looking at its structure and its framework. Now we're going to proceed and look at the general issues in corporate governance. So, ladies and gentlemen, when we are looking at the different issues of corporate governance, then one of the distinguishing features is the role of the board and its management. So when we look at the role of the board and the management, the constitution of more and more companies stress and underline that the business is to be managed by or under the direction of the board. So when we are talking about that, and this is a very, very important point, now the ceremonial role of the board has become a relic of the past. Now we talk about effective and performing boards. We talk about board performance. We talk about how the different members of the board should be constituted, what should be their background, what is their expertise, what is their experience and how they can substantively and meaningfully contribute to the betterment of the organization through a strategic input by giving a better direction and ensuring that there is more transparency, there is more merit, there is more accountability, there is more cross functionality and most important that the best human resource is hired by that particular organization. So we see that the role of the board has changed and it is not an intrusive context but it is a more facilitating context. It is a more context of giving more depth to the management and to ensure that there is an oversight also over the management. So we look at the next point and that is the responsibility for managing the business is delegated by the board to the CEO who in turn delegates the responsibility to other senior executives. So what are we seeing? We are basically seeing a three tiered hierarchy that we have the board on top, we have the chief executive officer with his chief officers and then we have the rest of the management and the senior executives. So with this three tiered top management hierarchy we ensure that there is more transparency, that there is more accountability and most importantly that there is optimization of management and performance and that is the crux of having an effective board. Going to the next point, the board occupies a key position between the shareholders and the company's management who are the day-to-day managers. So what we see is that there is this triangulated relationship which is created, so we have the board, we have the shareholders and we have the management as the key stakeholders of any organization, the key internal stakeholders. Naturally there are dozens of other stakeholders which we are going to be looking at and understanding in the coming sessions but these three are very critical and vital and the connection between the management and the shareholders is the board and the board has to play the role of a big brother and that is very very important which would ensure the better performance and the optimization and also better value practice by different organizations to lead towards an integrity-centric organization which is one of the key results of good governance and corporate governance in the 21st century and then ladies and gentlemen when we are looking at the composition of the board and its related issues, the composition of the board of directors refers to the number of directors of different kinds that participate in the work of the board. Now this is very important ladies and gentlemen because when we are talking about the diversity within the board then we are not only talking about having representation from different sectors or having professionals or experts from different disciplines or different domains but we are also talking about having a diversity in the board between the different genders and that means that now boards to try to have and include more female directors into boards and secondly also have representation from the minority shareholders so it should not only be majority shareholder dominated board but they should also be representation from the minority and then thirdly we look at the different domains and expertise level that they should be an HRM expert, they should be accounting experts, they can be legal experts, they can be production experts, they can be sector experts or domain experts, they could be IT experts in it and they could be human resource management experts so they could be different experts within the board to ensure that the efficacy of the board is at a far higher level and it would contribute to the better governance and better performance of the organization at the end of each year. So like we were mentioning that there is a lot of diversity so there are also executive directors and non-executive directors and executive director is one who is an executive of the company and also a member of the board so this executive director is participating in the management of the company and also as a member of the board while a non-executive director has no separate enrollment or employment relationship with the company and therefore he or she plays an overarching role within the confines of the board of that particular organization and has no direct relationship in its management so usually there is one executive director so that there is someone who is a part of the management and also a part of the board thirdly they can be independent directors they can be affiliated directors in the non-executive directors again context so this is the diversity which tends to emerge within the board and that also enhances the efficacy and the effectiveness of a board of any organization around the world. Ladies and gentlemen it is also very important sometimes to have separation of powers between the chief executive officer and its chairperson however in countries like the US and India we see that there are many organizations in which the CEO and the chairman can be in one particular position but it tends to compromise the transparency and the accountability of the organization and of the individual and the separation of powers between the different tiers so what happens is that we have seen in America especially that there have been huge scandals like the three comm scandal like the MCI scandal like the Enron scandal there have been so many scandals which have been taking place and one of the main reasons is is the dovetailing of those two positions and and doing away with the segregation of the different tiers and the segregation of power authority and responsibility and it can lead to unhealthy consequences just like I was mentioning now it is very important that the chairperson removes an important check on senior management activities so that is also very important that when we remove the chairman from the role of the CEO then he or she can start playing a very effective role of ensuring transparency accountability integrity and anti-corruption so these are very very important contexts in the domain of corporate governance and our issues of debate because in different countries there are different configurations there are different relationships and sometimes we see that they are being dovetailed so should board have committees well yes there should be different committees as you can see over here we are talking about nomination special committees remuneration committees auditing committees human resource management committees and these committees lessen the burden of the board and announce its effectiveness so again what happens is is that the board can be bifurcated into different committees and they can also have subcommittees and these committees would have their own chairperson and they would have different members who should be subject specialists in their particular areas and then they would be able to ensure better accountability and transparency and a very very important committee is the human resource management committee which ensures that there is proper proper analysis of jobs there are proper job specifications they are pragmatic job descriptions they are proper performance matrices and then there is a proper recruitment and selection process in the recruitment and selection process there has to be transparency there has to be merit and the best person or individual has to be selected without any favoritism without any nepotism without any bias without discrimination so that is very important and therefore the HR committee plays a very very important role because the HR committee also selects the the CEO of the organization the chief operating officer of the organization and all of the other chief officers including all the important positions within the hierarchy and organogram of that particular organization so these committees are very very important the the auditing a committee is a very important committee because again the annual audit is very important and they are the ones who are supervising it they are the ones who are coordinating it and they are the ones who tend to analyze it and analyze the results and endorse those final results and it becomes a very very important task for the for the board as a whole and the auditing committee specifically ladies and gentlemen so therefore to ensure the longevity of the board it is very important that the appointment to the board and directors is based upon reelection or election the shareholders elect directors to the board however shareholders are a legion in large organizations and also scattered and hence the practice is expensive and time consuming so we have a little bit of a paradox that how can we ensure the maximum participation for the election of the board and sometimes there can be problems also in it because getting all of the shareholders and getting all of the stakeholders together can itself be a very very challenging task but it is a very important task to ensure that the best directors are chosen they represent the broader community of stakeholders and shareholders they are diverse and have diverse backgrounds they are capable they themselves are individuals of high integrity and of a vast experience and exposure so all of these things become very important in the board the board plays a very very important role definitely we usually interface with the management of an organization but the board at the back end ensures that there is a check and balance on the management that there is merit that there is accountability that there is transparency that that decisions will be analyzed and that decisions have to be taken in a structured non-biased non-discriminatory approach based upon established frameworks and established value systems within the culture of the organization so the board is actually ladies and gentlemen the custodian of the organization the mentor of the organization and is the supra body which ensures that the organization runs in the best possible way thank you so much