This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Corporate Governance a conceptual frameworkVineet Murli
This document provides an overview of corporate governance. It defines corporate governance as the system by which companies are directed and controlled, focusing on promoting fairness, transparency and accountability. The key stakeholders in corporate governance are identified as shareholders, board of directors, management and other external parties like regulators. Several principles of corporate governance are outlined, including equitable treatment of shareholders, integrity and ethical behavior. The document also discusses concepts like the principal-agent relationship in corporate governance and different models of the corporation.
This document provides an overview of corporate governance. It defines corporate governance as applying best management practices and complying with laws and ethical standards to effectively manage a company and create wealth for stakeholders. Good corporate governance provides benefits like better access to financing, lower costs of capital, improved performance, and reduced risk. The four pillars of corporate governance are accountability, fairness, transparency, and independence. In India, organizations like CII and SEBI have worked to establish corporate governance standards and regulations like Clause 49 to strengthen practices at publicly listed companies.
The document discusses the roles and responsibilities of boards of directors. It provides definitions of boards and describes their key functions, including oversight of management, setting strategic direction, and advising management. It also discusses types of boards, such as unitary vs. two-tier boards, and common vs. staggered boards. Additionally, it covers characteristics of effective vs. ineffective boards and factors that contribute to balanced boards.
The Cadbury Committee was set-up in May 1991 by the Financial Reporting Council of the London Stock Exchange.
The committee published its report in December 1992.
Adrian Cadbury the chairman of the Cadbury committee.
The report sets out recommendations on the arrangement of company boards and accounting systems to mitigate corporate governance risks and failures.
corporate governance and role in strategic managementzeba khan
describes the concept of corporate governance along with need and benefits of corporate governance. highlights the role and importance of corporate governance in strategic management.
The document summarizes a study on the relationship between corporate governance and firm performance for companies listed on the Karachi Stock Exchange. The study developed a Corporate Governance Index (CGI) using 22 governance factors across three categories and analyzed its correlation with Tobin's Q valuation metric for 50 companies over three years. The results found a positive significant relationship between higher CGI scores and Tobin's Q, indicating better corporate governance is associated with higher firm valuation. Sub-index analyses found board composition and ownership factors most significantly linked to performance.
Corporate governance involves directing and controlling companies through their boards of directors, who set strategies and supervise management. Good governance prioritizes transparent processes for decision-making that consider all stakeholders' interests. It ensures careful management, stable stock prices, director training, stakeholder involvement, improved shareholder communication, and protecting goodwill and reputation. Bad governance allows problems like fraud and hurts companies' reliability.
The document discusses various challenges and issues related to corporate governance. It covers the scope of corporate governance, the role of shareholders and directors, codes of corporate governance, qualifications for directors and CFOs/CSs, financial reporting, audit committees, and enforcement issues. Poor corporate governance can ruin companies and destroy economies. Key aspects of governance codes include independent directors, separation of CEO/chairman roles, disclosure, and protecting shareholder and stakeholder rights.
OECD Principles Of Corporate Governance in IndiaRoopanshi Virang
The OECD Principles of Corporate Governance provide a global framework for well-governed corporations and were first published by the OECD in 1999. They establish guidance in six areas, including ensuring an effective governance framework, equitable treatment of shareholders, the role of stakeholders, and disclosure and transparency. In India, the principles have been applied through regulations like Clause 49 of the Listing Agreement and the Companies Act of 2013. For corporations to fully adopt the OECD principles in India, they must embrace values of justice, truth, and harmony; act with fairness, integrity, and care toward stakeholders; and ensure good, reliable direction and governance of the company.
This document provides an overview of corporate governance. It defines corporate governance as directing and managing businesses to enhance shareholder value while considering other stakeholders. Good governance benefits companies through lower costs and better performance. The pillars of governance are accountability, transparency, responsibility, and fairness. International initiatives like OECD and ICGN promote governance standards. Various countries have established governance codes and committees. Corporate governance ensures sustainable growth for all stakeholders through effective management, social responsibility, and compliance with laws.
The chapter discusses the theoretical foundations and mechanisms of corporate governance, as well as divergent governance models. It outlines the evolution of corporate governance from focusing on agency costs to encompassing stakeholder interests. The chapter also compares theories like agency theory, stewardship theory, and stakeholder theory. Finally, it identifies the obligations of an ideal corporation to society, investors, employees, and customers, as well as managerial obligations.
The Kumar Mangalam Birla Committee was formed by SEBI in 1999 to develop a code of corporate governance for Indian companies. The committee submitted recommendations for both mandatory and non-mandatory guidelines. Key mandatory recommendations included composition of boards, establishment of audit committees, and disclosure requirements. The recommendations were implemented through Clause 49 of the listing agreement, which came into effect in 2005 and aimed to improve governance standards for listed companies.
This document provides an overview of corporate governance in India. It defines corporate governance and outlines the key players, principles, and objectives. It discusses the development of corporate governance in India, including economic reforms in the 1990s. It also summarizes the role of the Securities Exchange Board of India in regulating markets after major scandals in the 1990s and 2000s, including the introduction of Clause 49 to strengthen board oversight. Finally, it provides details of the large Satyam scandal of 2009 that damaged investor trust.
The document summarizes several committees on corporate governance that were established in India and other countries from 1992 to 2003. It outlines the Cadbury Committee in the UK (1992), King Committee in South Africa (1994, 2002), CII Committee in India (1996), Hampel Committee in the UK (1998), Kumar Mangalam Birla Committee in India (2000), SEBI Committee in India (2000), and Narayana Murthy Committee in India (2003). For each committee, it provides brief details on the country, nature, code/legal reference, and key recommendations regarding board structure, remuneration, audit functions, shareholder interests, and other corporate governance best practices.
The Sarbanes-Oxley Act of 2002 was passed in response to major corporate and accounting scandals to increase corporate accountability and protect investors. It established new or enhanced standards for all U.S. public company boards, management, and public accounting firms. Key provisions included requiring CEOs and CFOs to certify the accuracy of financials, increasing penalties for financial misconduct, and strengthening auditor independence and corporate governance. The Act aimed to rebuild investor confidence in the securities markets.
- A corporation is an organization created by shareholders who have ownership. The board of directors oversees management.
- Corporate governance deals with how organizations are directed and controlled. It focuses on internal and external structures to monitor actions of management and directors.
- Good corporate governance objectives include strengthening oversight, ensuring board independence and skills, establishing ethics codes, safeguarding financial reporting, managing risk, and recognizing shareholder needs.
This document provides an introduction to corporate governance. It defines a corporation as a legal entity separate from its owners that can enter into contracts, own assets, and pay taxes. Governance refers to processes of decision making among actors involved in collective problems that lead to social norms and institutions. Corporate governance is the system by which corporations are directed and controlled, specifying the distribution of rights and responsibilities among stakeholders like the board, managers, and shareholders. It aims to serve and protect the interests of all stakeholders.
Agency theory & Stewardship Theory of Corporate GovernanceSundar B N
This document provides an overview of agency theory and stewardship theory. Agency theory proposes that managers may act in their own self-interest rather than that of shareholders, while stewardship theory suggests that managers are motivated to act as stewards whose goals align with the organization. Key differences between the theories are discussed, such as agency theory focusing on control and individualism versus stewardship theory emphasizing trust, pro-organizational behavior, and collectivism. The document also outlines features, terminology, objectives, effects, and behavioral differences of each theory.
Corporate governance aims to balance the interests of various stakeholders. SEBI was established in 1988 to protect small investors and regulate stock markets in India. In 2003, SEBI announced an amended Clause 49 which prescribes corporate governance norms that listed companies must follow. Key aspects of Clause 49 include requirements regarding board composition and director independence, related party transactions, audit committees, and disclosure of financial/other information.
The role of the board of directors in corporate governance and policy makingClaro Ganac
The document discusses corporate governance practices of boards of directors in the Philippines. It begins by outlining the legal frameworks and responsibilities of boards, including formulating strategy, oversight, and fiduciary duty. It then evaluates the governance structures and processes of several large Philippine companies. PLDT, Ayala, and BDO are highlighted as exceeding compliance standards by advocating ethics and transparency to employees and stakeholders. While other firms meet basic regulatory requirements, they are weaker in disseminating policies and consulting stakeholders on decisions. Overall, the document analyzes how boards shape policy and assesses real-world examples of corporate governance implementation.
This document discusses the role of boards of directors in corporate governance. It begins by providing background on corporate governance and defining it. The objectives and principles of corporate governance are then outlined. This includes ensuring shareholder rights and equitable treatment, recognizing stakeholder interests, disclosure and transparency, and strategic guidance by the board. The roles and responsibilities of boards of directors are then discussed in more detail. The board is responsible for overseeing company activities and representing shareholder interests. Directors must act with care, loyalty and avoid conflicts of interest. The board provides strategic guidance, oversees management, and ensures accountability and shareholder value. Good corporate governance depends on effective board leadership, composition, roles and responsibilities.
This presentation provides a quick overview of the the purpose, goals and role of the Board of Directors. Finally, it includes a checklist of what information Directors should receive in order to adequately perform their duties. (Quite surprisingly, this information is not provided, or is poorly organised)
The board of directors plays a central role in the corporate governance system. All countries require that publicly listed companies have a board. While their attributes vary across nations, they universally share common responsibilities.
This Quick Guide provides an introduction to the roles and responsibilities of the board of directors.
It answers the questions:
• What is the purpose of a board?
• How does a board function?
• What does it mean to be “independent”?
• What are the legal and fiduciary requirements?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
This document discusses the role of boards of directors in corporate governance. It defines corporate governance and outlines how boards can build effective governance through defining roles, putting in place governance arrangements, and ensuring proper oversight. It describes the key roles of the board chairman and CEO and discusses how board committees and instruments like charters can enhance effectiveness. The document also addresses boards' responsibilities in areas like financial oversight, risk management, and upholding legal principles of directorship.
This document provides an overview of the role of directors under the Companies Act 2013 in India. It defines key terms like director, board of directors, managing director, whole-time director, and independent director. It discusses the positions held by directors and the changing role and state of directors under the new law. It outlines the duties and powers of directors, decision making processes, and significant provisions related to the appointment, disqualification, and vacation of director roles. The document is presented by Pavan Kumar Vijay from Corporate Professionals and provides a high-level summary of director responsibilities and governance under the Indian Companies Act.
The Board summarizes the key details from the document:
1) Arun Bansal and his wife filed a criminal complaint against Herdillia Unimers Ltd. claiming violation of Section 73 of the Companies Act for delayed refund of their application money for shares/debentures.
2) Herdillia Unimers Ltd. contended that as Bansals were not allotted shares/debentures and had received full refund including interest, no offence was committed.
3) The Rajasthan High Court quashed the criminal proceedings, stating that as Bansals were not shareholders, they were not competent to file a complaint in court against the company.
This document discusses corporate governance, its components, and examples. It defines corporate governance as the set of policies, people, laws, and regulations that govern corporate entities. The major components include the board of directors, CEO, CFO, company secretary, regulators, reporting, and policies. Good corporate governance is important for organizations to survive and brings prosperity. The document also discusses corporate governance in Pakistan and examples from other countries and companies.
This document discusses corporate governance, its components, and examples. It defines corporate governance as the set of policies, people, laws, and regulations that govern corporate entities. The major components include the board of directors, CEO, CFO, company secretary, regulators, reporting, and policies. Good corporate governance is important for organizations to survive and brings prosperity. The document also discusses corporate governance in Pakistan and examples from other countries and companies.
The document discusses the roles and responsibilities of boards of directors and corporate governance. It outlines that boards are responsible for developing business strategies, ensuring high quality leadership, creating oversight systems, ensuring legal and ethical compliance, and managing crises. The document also examines nominee directors, responsibilities to creditors and suppliers, relationships with government and employees, differences between shareholders and stakeholders, and rights of various stakeholders like customers, employees, and shareholders.
The document discusses corporate governance. It defines corporate governance as the system and standards through which companies are directed and controlled. It involves balancing the interests of a company's many stakeholders, and establishing accountability, transparency and fairness. Effective corporate governance helps increase investor confidence and protects shareholder interests. It can also help companies raise capital at a lower cost and mitigate risks. The document emphasizes the importance of corporate governance for economies, companies, investors and other stakeholders. It stresses that good governance promotes transparency, accountability and ethical business practices.
Internal and external institutions and influences of corporateGrace Fatima Abelida
Corporate governance refers to the mechanisms, relations, and processes by which a corporation is controlled and is directed. It involves balancing the many interests of the stakeholders of a corporation. Thus, it is important to know and determine what are the internal and external institutions and influences of a corporate governance.
The document discusses several aspects of corporate governance including good practices, key elements, types of financial systems, and governance structures. It provides details on internal control systems and promoting an ethical culture. Some of the main points are:
1. Good corporate governance involves openness and transparency, integrity and accountability, and reducing potential conflicts. The five key elements are the board of directors, senior management, shareholders, external auditors, and internal auditors.
2. There are two main types of financial systems - bank-based and market-based. They differ in factors like how households invest their assets and the degree of government intervention.
3. Governance structures are the legal and regulatory methods used to ensure effective governance
This document provides an overview of corporate governance. It defines corporate governance as a system used to direct and control companies with the goal of oversight, accountability and risk mitigation. The objectives of corporate governance are outlined as strengthening management oversight, balancing board skills and independence, establishing codes of conduct, safeguarding financial reporting integrity, and recognizing shareholder needs. Key principles of corporate governance frameworks are also discussed including alignment of interests, accountability, transparency, responsibility and fairness.
LIC Housing Finance Limited is one of India's largest housing finance companies. Its board of directors consists of both executive and non-executive directors, including independent directors. The board has established several committees to oversee key functions like auditing, nomination/remuneration, corporate social responsibility, and risk management. The company has adopted policies on whistleblowing, CSR, and corporate culture that emphasize accountability, commitment, trust, and ethical conduct among employees.
Opportunities for CAs as independent directors to enhance the credibility and...CA. (Dr.) Rajkumar Adukia
The concept of Independent Directors is a welcome step for corporate governance in India. Independent directors are expected to use their capacity, knowledge, and resources towards the maximization of stakeholders’ value and well-being. They ensure the progress of mankind through transparency, accountability, and truthful disclosure of the state of affairs of the company. The Companies Act, 2013 has conferred greater empowerment upon Independent Directors to ensure that the management and affairs of a company are being run fairly and smoothly.
The document discusses corporate governance and the stakeholders in a company. It defines a stakeholder as anyone with an interest in the company, whether as an owner or not. The main stakeholders discussed are general shareholders, directors, employees, and creditors. It then goes on to summarize the key points of Pakistan's Code of Corporate Governance from 2012, including the responsibilities of the board of directors, requirements for board meetings, and qualifications for senior financial roles.
Corporate governance refers to the rules and processes by which companies are directed and controlled. It involves balancing the interests of shareholders and other stakeholders. Good corporate governance provides transparency, accountability and ensures companies meet their objectives in an ethical manner. It is important for building investor confidence and accessing capital at reasonable costs. However, corporate governance often receives attention mainly after large scandals are exposed. Penalty levels for poor governance in India are considered inadequate by many.
This document contains a test bank of questions and answers related to corporate governance. It covers topics such as the primary goals and mission of public companies, the roles of corporate governance gatekeepers, how corporate governance structures improve investor confidence, the intent of corporate governance reforms, and the benefits of proper implementation of the Sarbanes-Oxley Act. Discussion questions address additional topics such as defining and assessing corporate governance, the influence of corporate culture, and integrating corporate governance into business education curriculum.
Corporate governance involves the relationships between a company's management, board, shareholders, and other stakeholders. It provides the structure for setting objectives, monitoring performance, and accountability. Good corporate governance should incentivize pursuing shareholder interests and efficient use of resources. Key elements include defining relationships through ownership structures and processes, balancing differing interests, and distributing rights and responsibilities to increase long-term shareholder value. Benefits include improved performance, access to capital, lower costs of capital, and reputation. Mechanisms include boards of directors, large shareholders, market forces, and monetary incentives for managers.
Corporate governance is a system that directs and controls management with accountability and integrity to serve shareholders and stakeholders. It encompasses policies, processes, and people. Sound corporate governance relies on external market forces and legislation as well as strong internal policies and board culture. Principles of corporate governance include transparency, board oversight, integrity, and protection of shareholder rights. Institutional investors believe good governance leads to higher returns and better access to financing. Surveys show investors place a premium on well-governed companies.
Board of Directors Role & responsibilities.pptxDrBabarAliKhan
The document discusses the roles and responsibilities of a Board of Directors. It notes that the board plays a pivotal role in guiding company activities to maximize shareholder value while considering stakeholder interests. The board is responsible for oversight of the company's strategy, finances, risk management, succession planning, and ethical conduct. Effective governance requires balancing the needs of shareholders, employees, customers, communities and other stakeholders.
Analysis of Nine Pillars of Corporate Governance Principles for Small and Med...Karan Mahajan, CCRA
The report involved critically analyzing the nine pillars of corporate governance for SMEs in Dubai, providing recommendation for strengthening the principles as well as comparison with OECD Principles of Corporate Governance, Commonwealth Association for Corporate Governance and Corporate Governance principles in India.
Corporate governance practices in India & around the worldAshishAgarwal403
This document discusses corporate governance principles and practices in India. It defines corporate governance as relating to laws, procedures and practices that determine a company's ability to make managerial decisions while considering social impacts and accountability to shareholders. The key principles of corporate governance outlined include acknowledging shareholder rights, the role and responsibilities of the board of directors, integrity and ethical behavior, disclosure and transparency, and accountability. Common corporate governance practices in India include requirements under the Companies Act, securities laws, capital market discipline, nominees on company boards, and statutory audits. Globally, strategies focus on corporate objectives, communication/reporting, voting rights, board composition, remuneration policies, and strategic/operating performance.
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SURVEY RESEARCH- Advance Research MethodologyRehan Ehsan
This Presentation states the details of Survey Research for students to get help in advance research methodology. Rearchers may also get help from this work.
Types of variables-Advance Research MethodologyRehan Ehsan
This document defines and provides examples of different types of variables that can be used in research studies:
- Dependent variables are affected by independent variables. Independent variables are presumed to influence dependent variables.
- Intervening variables are influenced by independent variables and influence dependent variables.
- Variables like gender, age, and height are organismic variables used to classify subjects. Control variables are kept constant during experiments.
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This Presentation states the details of Questionnairre desisgn for students to get help in advance research methodology. Rearchers may also get help from this work.
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Global acceptance and problems faced by islamic finance-ArticleRehan Ehsan
The document discusses Islamic finance and some of the problems faced. It provides background on the historical development of Islamic finance beginning in the 7th century. Key points made include:
- Islamic finance avoids interest and gambling and complies with Sharia law
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- Problems specific to Islamic banking are also discussed such as the absence of suitable long-term assets and supportive institutions.
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This thesis helps reader to track petrodollar flow of investment of Oil windfalls today as in 1970s. One should be able to understand best of petrodollar tracking flow after review of this writeup.
Bechmarking- Total Quality Management (TQM)Rehan Ehsan
Benchmarking involves systematically searching for best practices from other organizations and implementing innovative ideas to improve performance. It is a common tool used by many companies to enhance business and quality. There are three main types of benchmarking: internal, competitive, and process benchmarking. The benchmarking process involves six main steps - deciding what to benchmark, understanding current performance, planning the study, studying other organizations, learning from collected data, and using the findings to implement changes through action plans and achieve breakthrough performance.
Total quality management (TQM) is defined as both a philosophy and set of principles for continuously improving an organization. It aims to manage all processes to exceed customer needs and achieve productivity, market penetration, and competitive advantage. TQM requires genuine management involvement, employee involvement, first-line supervision leadership, and company-wide quality control. Customer satisfaction is subjective and based on factors like performance, features, service, warranty, price, and reputation. Organizations must continually solicit feedback to understand customer perceptions and identify opportunities to improve quality and satisfaction.
The subject matter of this study is the legislation and practice of disciplinary liability for corruption and corruption-related offenses in Ukraine and, in a comparative aspect, abroad.
The purpose of the study is to identify gaps, contradictions and other shortcomings in the legislative regulation and practice of disciplinary liability for corruption and corruption-related offenses and, on this basis, taking into account positive foreign experience, to propose appropriate amendments to Ukrainian legislation.
Mischief Rule of Interpretation by Puja Dwivedilegalpuja22
INTRODUCTION:-
Definition: The mischief rule is a principle of statutory interpretation used by courts to determine the intention of the legislature when the language of a statute is unclear or ambiguous.
Origin: Developed by English judges in the 16th century to ensure that laws achieve their intended purpose.
Objective: The rule aims to address the 'mischief' or problem that the statute was intended to remedy.
Heydon's Case (1584):-
Background: this landmark case established the mischief rule.
Principle: The court should consider four things:
What was the common law before the making of the Act?
What was the mischief and defect for which the common law did not provide?
What remedy has Parliament resolved and appointed to cure the disease of the Commonwealth?
The true reason of the remedy.
Case Laws:-
Smith v. Hughes, 1960 WLR 830
Facts: Prostitutes were soliciting in the streets of London, causing law and order issues. The Street Offences Act, 1959 was enacted to address this problem. However, after the enactment, prostitutes started soliciting from windows and balconies.
Issue: Whether soliciting from windows and balconies falls under the purview of the Street Offences Act, 1959?
Judgment: The court applied the mischief rule, interpreting the statute to prevent solicitation by extending the definition of "street" to include windows and balconies. Thus, the defendants were held liable under the Act.
Pyare Lal v. Ram Chandra
Facts: Pyare Lal was prosecuted for selling sweetened supari adulterated with an artificial sweetener under the Food Adulteration Act. He argued that supari is not a food item.
Issue: Whether supari falls under the definition of "food" according to the Food Adulteration Act?
Judgment: Applying the mischief rule, the court interpreted "food" to include items consumable by mouth. Thus, the prosecution was upheld, considering the Act's aim to prevent adulteration of consumable items.
Kanwar Singh v. Delhi Administration, AIR 1965 SC 871
Facts: The Delhi Corporation Act, 1902 authorized the corporation to round up abandoned cattle. The MCD rounded up cattle belonging to Kanwar Singh, who argued that the term "abandoned" didn't apply to his cattle.
Issue: Whether the term "abandoned" in the statute applies to temporarily unattended cattle?
Judgment: Applying the mischief rule, the court interpreted "abandoned" to include temporary loss of ownership, thus upholding the corporation's action.
The Law of Dogs in Sectional Title SchemesAshwini Singh
The Law of Dogs in Sectional Title Schemes (in South Africa):
-PCR 1(1) of the STSM Regulations:
“The owner or occupier of a section must not, without the trustees’ written consent, which must not be unreasonably withheld, keep an animal, reptile or bird in a section or on the common property.”
-PCR 1(2) of the STSM Regulations:
“An owner or occupier suffering from a disability and who reasonably requires a guide, hearing or assistance dog must be considered to have the trustees’ consent to keep that animal in a section and to accompany it on the common property.”
-Subsection 39(2)(c) of the CSOS Act:
“An order declaring that an animal is being kept in a community scheme contrary to the scheme governance documentation, and requiring the owner or occupier in charge of the animal to remove it…"
-The Trustees of The Ridge Body Corporate v Wijne:
Adjudication Order Paragraph 47:
“The continued conduct [of the Respondents] to keep pets in their unit without authorisation of the Trustees of the Ridge is contrary to the provisions of the scheme’s conduct rules [and] is a violation of the rules and amounts to usurping the authority of the Trustees if not disregarding it…”
Adjudication Order Paragraph 50:
“In terms of the scheme rules, it is not permissible for an owner or occupier of a unit to keep an animal or pet without prior authorisation of the trustees. In the premises, [the Respondents] are found to have acted in contravention of the scheme rules of The Ridge and have acted contrary to the provisions of Section 39(2)(b) of the Community Schemes Ombud Service Act…”
Adjudication Order Paragraph 53.1:
“The Respondent … is ordered to remove the pet dog and parrot kept in … The Ridge and out of the scheme within 30 days of delivery of this order.”
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The Real Estate (Regulation and Development) Act, 2016
Chapter-X Miscellaneous
Section 81: Delegation.
81. The Authority may, by general or special order in writing, delegate to any member, officer of the Authority or any other person subject to such conditions, if any, as may be specified in the order, such of its powers and functions under this Act (except the power to make regulations under section 85, as it may deem necessary.
An example of a petition written pro-se by the victim to defend against delusional false accusation by an abuser.
Writ of Certiorari written by an autistic defendant who is a victim of harassment and was falsely accused by her very own abuser.
Individuals with autism has difficulties in communicating, and this gives plenty of advantages for abusers because autistic individuals are naive and not able to defend themselves due to communication issues. The abuser in this case happens to be a school principal who bullies and harasses disabled students and parents on regular basis, but she is able to walk away free because of her craftiness and her exceptional abilities to lie. She is a pathological liar and she is able to deceive law enforcement and the court. This document describes the truth and the ordeal that one of her victims had to go through without being able to get help because the abuser was able to manipulate a large number of people. This document also shows how the current justice system fails to accommodate disabilities especially autism spectrum disorders. Despite a campaign by Pennsylvania Supreme Court to enable autistic individuals to access justice, the courts in Pennsylvania, including the Supreme Court itself is still far far away from understanding Autism. Autistic people have to suffer in silence, and many of them are victims of abuse but they are not able to defend themselves. This explains why suicide rates amongst autistic populations are extremely high.
Golden Rule of Interpretation by Puja Dwivedilegalpuja22
introduction to the Golden Rule of Interpretation
Definition and Origin:
The Golden Rule of Interpretation is a guiding principle utilized in legal systems worldwide to decipher and implement laws justly and reasonably.
Its roots trace back to ancient legal philosophies, notably derived from the Latin maxim "interpretatio cessat in claris," meaning interpretation ceases when the meaning is clear.
Purpose and Function:
The primary objective of the Golden Rule is to empower judges and legal interpreters to depart from the literal interpretation of statutes when adherence to such interpretations would lead to absurd, unjust, or unreasonable outcomes.
Unlike the strict adherence to the literal meaning prescribed by the Literal Rule, the Golden Rule allows for flexibility in interpretation, ensuring the law's application aligns with the broader principles of justice and fairness.
Evolution and Adaptation:
Over time, the Golden Rule has evolved to meet the changing needs and societal values of legal systems. It adapts to modern contexts, technological advancements, and evolving understandings of justice.
Its application varies across different legal jurisdictions but remains a fundamental tool in statutory interpretation worldwide.
Literal Rule vs. Golden Rule
Literal Rule:
The Literal Rule is a traditional approach to statutory interpretation that mandates strict adherence to the plain and literal meaning of the words used in a statute.
Under this rule, judges are expected to interpret legislation based solely on the language's explicit wording, without considering underlying intentions, societal implications, or potential absurdities that may arise from a literal interpretation.
Golden Rule:
In contrast, the Golden Rule of Interpretation provides judges with the discretion to depart from the literal meaning of statutes when necessary to avoid absurd or unjust outcomes.
It serves as a balancing mechanism, allowing courts to interpret laws in a manner that aligns with broader principles of justice, fairness, and legislative intent.
While the Literal Rule focuses solely on textual analysis, the Golden Rule recognizes the need for flexibility and adaptability in legal interpretation, particularly in complex or ambiguous situations.
Illustrative Example:
Case Law Example: State of Madhya Pradesh v. Azad Bharat Financial Company (1967)
This case exemplifies the application of the Golden Rule, where the literal interpretation of the Opium Act of 1878 would have led to the unjust confiscation of a vehicle due to the presence of contraband.
By applying the Golden Rule, the court interpreted the statute in a manner that prevented injustice, highlighting the rule's essential role in safeguarding fairness and equity in legal proceedings.
Know what is Proforma B in Panchkula RERA Complaint Authority when you are mentioning the respondents. The Authority after consideration resolved that for all intents and purposes, the respondents whose name/ address/ other details, are stated in Proforma-B shall be treated as respondent(s) and the respondent whose name are not mentioned in Proforma-B shall not be considered as respondents to the complaint.
HARMONIOUS CONSTRUCTION RULE by Puja Dwivedilegalpuja22
INTRODUCTION TO HARMONIOUS CONSTRUCTION RULE:-
Harmonious construction is a principle of statutory interpretation aimed at reconciling conflicting provisions within a legal framework.
It involves interpreting statutes in a manner that avoids inconsistencies and gives effect to the overall legislative intent.
This rule is pivotal in resolving legal disputes where different laws or constitutional provisions appear to conflict.
PRINCIPLES OF HARMONIOUS CONSTRUCTION RULE:-
Interpret statutes to avoid conflicts and give effect to legislative intent.
Maintain consistency within legal frameworks.
Balance conflicting provisions while upholding constitutional values.
ROLE OF JUDICIARY IN HARMONIOUS CONSTRUCTION:-
Judiciary acts as a mediator in resolving legal conflicts.
Courts ensure harmonious interpretation of laws to uphold justice.
Judicial decisions establish precedents for future legal disputes.
CASE LAWS :-
Venkataramana Devaru v. State of Mysore (1957)
Citation:
Venkataramana Devaru v. State of Mysore, 1957 (AIR 1958 Mys 38)
Fact:
Trustees of Sri Venkataramana Temple filed a suit under Section 92 of CPC regarding the exclusion of Harijans from the temple after the enactment of the Madras Temple Entry Authorization Act (Madras V of 1947).
The temple trustees claimed that the temple was private and exclusively meant for Gowda Saraswath Brahmins, hence exempt from the Madras Act.
Issue:
Whether the Madras Temple Entry Authorization Act applied to Sri Venkataramana Temple despite the trustees' claim of its private nature.
Whether Section 3 of the Madras Act violated Article 26(b) of the Indian Constitution, which protects the rights of religious denominations.
Judgment:
The High Court of Madras ruled that while the public could worship in the temple, the trustees had the right to exclude the general public during certain ceremonies reserved for Gowda Saraswath Brahmins.
The Supreme Court clarified that the Madras Act applied to Sri Venkataramana Temple and harmonized Articles 25(2)(b) and 26(b) of the Constitution to uphold the Act's validity, ensuring access to the temple for all classes of Hindus.
K.M. Nanavati v. State of Maharashtra (1961)
Citation:
K.M. Nanavati v. The State of Maharashtra, 1961 (AIR 1962 SC 605)
Fact:
Naval Commander K.M. Nanavati was accused of murdering his wife's secret lover, Prem Ahuja.
Nanavati was tried under IPC Sections 302 and 304, and a special jury acquitted him.
Issue:
Whether the decision of the special jury acquitting Nanavati was logical given the evidence of the case.
Whether the suspension order by the Governor under Article 161 of the Constitution could be applied while the case was sub-judice.
Judgment:
The High Court of Bombay overturned the jury's decision, holding Nanavati guilty of murder based on the circumstances of the case.
The Supreme Court ruled that Article 161's suspension power couldn't be exercised while the case was pending before the judiciary, emphasizing the importance of harm
1. ROLE OF BOARDROLE OF BOARD
M.PHIL (FINANCE) An Under- Doctorate StudyM.PHIL (FINANCE) An Under- Doctorate Study
2. What is Corporate Governance? (DEFINATION)
Board
◦ Definition
◦ Explanation
Literature Review (Dr. Tariq Hassan)
Literature Review (WEB ACCESS)
Role of Board Under section 174-197 of the
Companies Ordinance 1984:
◦ Check List (Overview)
◦ Explanation of Each Section of C/O 1984 mentioned above
Conclusion
3. Corporate governance is a term that refers broadly to the
rules, processes, or laws by which businesses are
operated, regulated, and controlled. The term can refer to
internal factors defined by the officers, stockholders or
constitution of a corporation, as well as to external forces
such as consumer groups, clients, and government
regulations.
In Pakistan Corporate Governance is carried out through
Companies Ordinance 1984 under the supervision of
Securities and Exchange commission of Pakistan (SECP)
and Company Courts.
4. Board is a collective name of directors. It is the top
administrative organ of a company with wide
powers in regard to management of company.
5. A board of directors is a vital part of any corporation.
While staff and management take care of the day-to-
day activities, a board of directors sets the policies
that govern that corporation,
6. The roles of the board of directors include :-
Establish vision, mission and values
Determine the company's vision and mission to
guide and set the pace for its current operations
and future development.
Determine the values to be promoted throughout
the company.
Determine and review company goals.
Determine company policies
7. Review and evaluate present and future
opportunities, threats and risks in the external
environment and current and future strengths,
weaknesses and risks relating to the company.
Determine the business strategies and plans.
Ensure that the company's organizational
structure and capability are appropriate.
8. Exercise accountability to shareholders and be
responsible to relevant stakeholders
Ensure that communications both to and from
shareholders and relevant stakeholders are effective.
Monitor relations with shareholders and relevant
stakeholders by gathering and evaluation of
appropriate information.
Promote the goodwill and support of shareholders
and relevant stakeholders.
9. Delegate authority to management, and monitor
and evaluate the implementation of policies,
strategies and business plans.
Determine monitoring criteria to be used by the
board.
Ensure that internal controls are effective.
Communicate with senior management.
10. Every listed company shall ensure
a. Statement of Ethics and Business practices is
prepared
b. Board of directors to adopt vision statement, and
overall corporate strategy; formulate significant
policies (for the purpose of risk management,
marketing, etc.)
c. Establish internal control
d. Documentation by resolutions passed in meetings
on all serious issues. i.e. investment and dis-
investment of funds, loans, write-off of bad debts
etc.
11. To make calls on shareholders in respect of moneys unpaid on
their shares
To issue Shares/ Debentures
To borrow money
To invest the funds of the company
To make loans
To approve Accounts (Annual, Half Yearly, Quarterly.
12. Non-Executive Director (NED) or outside
director is a member of the board of directors of a
company who does not form part of the executive
management team. He or she is not an employee of
the company or affiliated with it in any other way. They
are differentiated from inside directors, who are
members of the board who also serve or previously
served as executive managers of the company.
Non-executive directors have responsibilities in the
following areas, according to the Higgs Report,
commissioned by the British Government and
published in 2003.
13. Strategy: Non-executive directors should
constructively challenge and contribute to the
development of strategy.
Performance: Non-executive directors should
scrutinize the performance of management in meeting
agreed goals and objectives and monitoring, and
where necessary removing, senior management and in
succession planning.
Risk: Non-executive directors should satisfy
themselves that financial information is accurate and
that financial controls and systems of risk management
are robust and defensible.
People: Non-executive directors are responsible for
determining appropriate levels of remuneration of
executive directors and have a prime role in
14. Avoidance of potential conflicts of interest
Protection of Minority Shareholders’ Rights
Exercising Independent Judgment
Investor Confidence
Independent Directors as counter balance
15. A director of a listed company who has a direct
or indirect interest in any contract or
arrangement to which the company is or intends
to be a party must disclose the nature of this
interest at a meeting of the directors.
Where a director – or his relative – has such an
interest, he may not deliberate or vote on the
matter, and his presence does not contribute to
the formation of a quorum. Where a director
represents a substantial shareholder, he should
consider himself as having an interest and
proceed on that basis.
16. In addition to reporting on the financial statements and
accounting notes, the annual directors’ report must
report on the state of the company’s affairs, and disclose
any material changes affecting its financial position or
the nature of the business. Where a loss is incurred, this
must be explained. The report must also provide a
reasonable indication of future profit prospects.
Debt defaults must also be fully disclosed and explained.
The directors of a listed company are criminally liable for
failure to comply with these statutory disclosure
requirements.
17. The SECP code requires the boards of directors of
listed companies to provide for a code of conduct
which the company and its personnel must observe.
Non-compliance constitutes a breach of the listing
rules and could affect the listing of the company’s
securities. Subject to this requirement, compliance
is left to each individual company
Apart from issues relating to taxation, related-party
transactions are governed by company law. All such
transactions must be shown to have been
concluded on an arm’s-length basis. The SECP
code requires the approval of all such transactions
by the audit committee and the board of directors.
19. In the context of Pakistan, the need for good corporate governance assumes a
more significant dimension given the corporate culture and the fact that an
overwhelming number of companies are closely held. The need for reasonable
representation in corporate decision-making process for all stakeholders of a 4
company thus assumes a striking significance in the scheme of corporate
governance in Pakistan. The board of directors in a company has the overall
responsibility for management and direction of its affairs. In this regard, the
directors should exercise strategic oversight of business operations while directly
monitoring, measuring and rewarding management’s performance. The board
should also ensure the integrity of accounting and financial reporting systems and
oversee the process of disclosure and communications. The board’s responsibilities
inherently demand the exercise of judgment. Guiding business strategy,
determining an appropriate corporate appetite for risk or selecting a chief executive
from a pool of candidates involves decision-making that cannot be reduced to a
mechanical series of steps. Monitoring and supervisory functions may comprise a
range of reasonable approaches. In the end, healthy corporate profits do not
guarantee that directors performed well, nor losses prove that directors were
careless or incompetent. The board of directors has the responsibility to ensure that
corporate behavior conforms to best governance practices. This requires directors
to exhibit certain behavioral norms, including:
(a) informed and deliberative decision-making;
b) division of authority;
(c) effective monitoring of management; and
20. The above norms stand in contrast to business practices that
often prevail in family or closely run companies abundant in
Pakistan. In closely held companies, a single family or group
appoints the entire board of directors. The governance of such
companies often relies on private, informal decision making,
deference to authority and loyalty based on long-term personal
relationships; in such cases, even if legal norms clearly fix
directors’ duties, human nature and cultural patterns can lead to
divided loyalties. The relatively large number of listed, family –
run firms in Pakistan and other emerging markets makes the
transition to internationalized behavioral norms particularly
important and challenging. Behavioral norms also affect
shareholders and regulators. For both cultural and practical
reasons, Asian shareholders often prove reluctant to litigate or to
assert formally their legal rights. This reluctance places greater
pressure on regulators and raises capacity and infrastructural
challenges for Asian corporate governance frameworks.
21. 1. Provide continuity for the organization by setting up a corporation or legal existence, and to
represent the organization's point of view through interpretation of its products and services, and
advocacy for them
2. Select and appoint a chief executive to whom responsibility for the administration of the
organization is delegated, including:
- to review and evaluate his/her performance regularly on the basis of a specific job
description, including executive relations with the board, leadership in the organization, in
product/service/program planning and implementation, and in management of the organization and its
personnel
- to offer administrative guidance and determine whether to retain or dismiss the executive
3. Govern the organization by broad policies and objectives, formulated and agreed upon
by the chief executive and employees, including to assign priorities and ensure the organization's
capacity to carry out products/services/programs by continually reviewing its work
4. Acquire sufficient resources for the organization's operations and to finance the
products/services/programs adequately
5. Account to the stockholders (in the case of a for-profit) or public (in the case of a
nonprofit) for the products and services of the organization and expenditures of its
funds, including:
- to provide for fiscal accountability, approve the budget, and formulate policies related to
contracts from public or private resources
- to accept responsibility for all conditions and policies attached to new, innovative, or
experimental products/services/programs.
22. Board Source, in their booklet "Ten Basic Responsibilities of Nonprofit
Boards", itemize the following 10 responsibilities for nonprofit boards.
(However, these responsibilities are also relevant to for-profit boards.)
1. Determine the Organization's Mission and Purpose
2. Select the Executive
3. Support the Executive and Review His or Her Performance
4. Ensure Effective Organizational Planning
5. Ensure Adequate Resources
6. Manage Resources Effectively
7. Determine and Monitor the Organization's Products, Services and
Programs
8. Enhance the Organization's Public Image
9. Serve as a Court of Appeal
10. Assess Its Own Performance
23. 174 Minimum number of directors
175. Only natural persons to be directors
176. First directors and their term
177. Retirement of directors
178. Procedure for election of directors
179. Circumstances in which election of directors may be
declared invalid
180. Term of office of directors
181. Removal of director
182. Creditors may nominate directors
183. Certain provisions not to apply to directors
representing special interests
184. Consent to act as director to be filed with registrar
24. 185. Validity of acts of directors
186. Penalties
187. Ineligibility of certain persons to become director
188. Vacation of office by the directors
189. Penalty for unqualified person acting as director, etc.
190. Ineligibility of bankrupt to act as director, etc.
191. Restriction on director's remuneration, etc.
192. Restriction on assignment of office by directors
193. Proceedings of directors
194. Liabilities, etc., of directors and officers
195. Loans to directors, etc.
196. Powers of directors
197. Prohibition regarding making of political contributions
197-A Prohibition regarding distribution of gifts
25. (a) Every single member company shall have at
least one director.
(b) Every other Private Company shall have not
less than two Directors.
(c) Every Public Company other than a listed
company shall have not less than three
directors.
(d) Every listed company shall have not less
seven directors to be elected in a general
meeting in the manner provided in this
(Ordinance).
26. o Under Section 175 of the C/O 1984 Only Natural Person to be
directors.
27. The first Directors shall be
determined in writing by a majority of
the subscribes of the memorandum.
The First directors shall hold office
until the election of directors in the
first annual general meeting.
28. On the date of first annual general meeting of a
company all directors of the company for the time
being who are subject to election shall stand
retired from office.
29. Any person who seeks to contest an election to the
office director shall whether he is a retiring
director or otherwise, file with the company not
later than 14 days before the date of meeting.
Election of Directors:
The candidate who gets the highest number of
votes shall be declared elected as director and
then the candidate who gets the next highest
number of votes shall be declared and so on until
the total number of directors to be elected has
been so elected.
30. On the application of Members holding not less
than twenty per cent of the voting power in the
Company, made within thirty days of the date
of election.
31. The director elected under section 178 shall
hold office for a period three years unless he
earlier resigns, becomes disqualified from being
director.
32. A company may be resolution in general meeting
remove a director appointed under section 176
(First Director) and Section 180 (Resigns or
completion of three years.)
33. A company may have directors nominated by the
company’s Creditors or other or other special
interests by virtue of contractual Agreement.
34. Nothing in section 178 (Procedure Election of
Directors, Section 180 Terms of office of Directors,
Section 181 Removal of Directors
Directors nominated by the Federal Government or
Provincial Government on the Board of Directors of
the Company
35. No person shall be appointed or nominated as a
director or chief Executive of a company, unless such
person or such other person has given his consent in
writing for such appointment or nomination.
36. No Act of a Director or of a meeting of Directors
attended by him, shall be invalid merely on the
ground of any defect subsequently discovered in his
appointment to such office.
37. Fails to comply with any of the provisions of section
174 to 185 shall be Liable to a fine which may be
extend to ten thousand rupees.
38. is a minor
Is of unsound mind
Insolvent
Involving immoral act
Lack of fiduciary behavior
Declared defaulter by the court.
Is member of Stock exchange.
39. He absents himself from three consecutive meetings
of the directors for continuous period of three
months.
41. If any person being an un discharged insolvent acts
as Chief Executive, director or managing agent of a
company, he shall be liable to imprisonment for a
term not exceeding two year, or fine not exceeding
ten thousand rupees or both.
42. Extra Services---Determined by Director in General
meeting---According to provision of Companies
article and shall not exceed the Pay scales.
43. No effect unless and un till it is approved by a
special resolution of the company.
44. The quorum for a meeting of directors of a
listed company shall not be less than one
third of their number or four which ever is
greater.
45. Any liability which virtue of any law would
otherwise attach to him in respect of any
negligence, default, breach of duty or breach of
trust of which he may be guilty in relation to the
company, shall be void.
46. The Directors shall Exercise the following power on behalf of the
Company:-
To make calls on shareholders in respect of moneys unpaid on their shares
To issue Shares/ Debentures
To borrow money
To invest the funds of the company
To make loans
To approve Accounts (Annual, Half Yearly, Quarterly.
To approve bonus to employees.
To incur capital Expenditure.
To declare interim dividend
Accounts Related matters
Write off bad debts, advance and receivables.
Write off inventories and other assets of the company.
47. Any political party for any political purpose to any
individual or body.
Every director and officer of the company who is
knowingly and willfully in default shall be
punishable with imprisonment of either description
for a term which may extend to two year and shall
be liable to fine.
48. o A company shall not distribute gifts in any form to
its members in its meetings.
If Default
o Fine not exceeding five hundred thousand rupees.
49. The directors report regarding their responsibility
for preparing the annual report is set out in the
directors report and the independent auditors
report regarding their reporting responsibility
51. APPOINTMENT AND APPROVAL
QUALIFICATION OF CFO AND COMPANY
SECRETARY
REQUIREMENT TO ATTEND BOARD
MEETINGS
52. THE DIRECTORS’ REPORT TO
SHAREHOLDERS
FREQUENCY OF FINANCIAL REPORTING
RESPONSIBILITY FOR FINANCIAL REPORTING
AND CORPORATE COMPLIANCE
DISCLOSURE OF INTEREST BY A DIRECTOR
HOLDING COMPANY’S SHARES
AUDITORS NOT TO HOLD SHARES
53. The Chairman of a listed company, if present, shall preside
over meetings of the Board of Directors.
The Board of Directors of a listed company shall meet at
least once in every quarter of the financial year. Written
notices (including agenda) of meetings shall be circulated
not less than seven days before the meetings, except in the
case of emergency meetings, where the notice period may
be reduced or waived.
The Chairman of a listed company shall ensure that minutes
of meetings of the Board of Directors are appropriately
recorded. The minutes of meetings shall be circulated to
directors and officers entitled to attend Board meetings not
later than 30 days thereof, unless a shorter period is
provided in the listed company’s Articles of Association.
54. In the event that a director of a listed company is of the
view that his dissenting (disagreed) note has not been
satisfactorily recorded in the minutes of a meeting of the
Board of Directors, he may refer the matter to the
Company Secretary. The director may require the note
to be appended (Add) to the minutes, failing which he
may file an objection with the Securities and Exchange
Commission of Pakistan.
Nomination Committee
MEMBERSHIP
MEETINGS
ANNUAL GENERAL MEETING
AUTHORITY
DUTIES