CORPORATE LAW & SECRETARIAL

PRACTICES
FALL 2020

FINAL PROJECT

INSTRUCTOR: SIR JALAL AHMED KHAN

CLASS ID: 105545

Rameen Siddiqui (62069)

SALIHA KHAN (61977)

MAHNOOR ALI (62129)

[Link].1

Study Code of Corporate Governance from the website of SECP and Yourself write all the
policies of Board of Directors of your Own Company registered with SECP as give in Code
of Corporate Governance?

STUDY CODE OF CORPORATE GOVERNANCE

TO COMPLY WITH PUBLIC SECTOR COMPANIES (CORPORATE GOVERNANCE) RULES, 2013

AND LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS 2019, THE
DIRECTORS TO THE BEST OF THEIR KNOWLEDGE AND BELIEF STATE THAT

a) Board has complied with the relevant principles of corporate governance, and has
identified the rules that have not been complied with, the period in which such non-
compliance continued, and reasons for such non- compliance;
b) Financial Statements, prepared by the management, present fairly its state of affairs
of PIACL, the result of its operations, cash flows and changes in equity;
c) Proper books of account of PIACL have been maintained.
d) Appropriate accounting policies have been consistently applied in preparation of
financial statements and accounting estimates are based on reasonable and prudent
judgment;
e) Directors recognized their responsibility to establish and maintain sound system of
internal control, which is regularly reviewed and monitored;
f) Appointment of Chairman and other Directors and the terms of their appointment
along with the remuneration policy adopted are in the best interests of PIACL as well
as in line with the best practices; g) International Financial Reporting Standard, as
applicable in Pakistan, have been followed in preparation of financial statements;
g) Directors acknowledge the responsibility of establishment of sound and effective
internal control system and continuous efforts are being made for further
improvement and refinement in design as well as effectiveness of existing system,
h) Key operating and financial data of last six years in summarized form is annexed to
this report;
 i) There are no significant doubts upon PIACL as a going concern other than those,
along with the corresponding mitigating factor, as discussed in note 1.3 to the
consolidated financial statements;
j) There has been no material departure from the best practices of corporate
governance, as detailed in the Rule Book of Pakistan Stock Exchange;
k) Reason for non-declaration of dividend/non-issuance of bonus shares is net loss
during the year;
l) Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary, Chief
Internal Auditor and their spouses and minor children have not traded in PIACL
shares during the year;
m) Presently, three Directors and Company Secretary are Certified Directors whereas
plans are afoot to get all Directors Certified, as required by the Code of Corporate
Governance;
n) During the year, Board of Directors held 12 Meetings. Attendance record of Directors
is annexed to this Report;
o) Pattern of Shareholding as required under Section 227 of Companies Act 2017 and
Rule 17 of PSC Rules, 2013 is annexed to this Report;
p) There is no statutory payment outstanding against PIACL except those disclosed in
note to the consolidated financial statements;
q) As disclosed in note 21.14 to the consolidated financial statements, repayment of
principle and interest to GOP has been put on hold, keeping in view the financial
situation of the Holding Company.
r) Board of Directors had recommended and shareholders had approved appointment
of Messrs. Grant Thornton & Co and Messrs. BDO Ebrahim & Co as External Auditors;
and
s) During the period loss-basic and diluted of Rs. (10.59) per 'A' Class shares and Rs.
(5.30) per 'B' Class share was registered.

COMPLIANCE WITH BEST PRACTICES OF CORPORATE GOVERNANCE

A statement showing the status of compliance with the best practices of the Corporate
Governance set out in the Code of Corporate Governance and Public Sector Companies
(Corporate Governance) Rules, 2013 read with Listed Companies (Code of Corporate
Governance) Regulation 2017 is being published and circulated along-with this Report.

STATEMENT OF COMPLIANCE

With the Public Sector Companies (Corporate Governance) Rules 2013 and Listed
Companies (Code of Corporate Governance) Regulations 2019
Name of company: Pakistan International Airlines Corporation Limited (PIACL)

Name of the line ministry: Aviation Division,

Cabinet Secretariat For the year ended: December 31, 2019

This statement is being presented to comply with Public Sector Companies (Corporate
Governance) Rules 2013 (the Rules) and Listed Companies (Code of Corporate Governance)
Regulations 2019 (the Regulations) issued for the purpose of establishing a framework of
good governance, whereby a public sector company is managed in compliance with the best
practices of public sector governance. In case where there is inconsistency with the
Regulations, the provisions of Rules shall prevail. Pakistan International Airlines Corporation
(the Corporation) was incorporated on January 10, 1955 under the Pakistan International
Airlines Corporation Ordinance, 1955, which was subsequently repealed and replaced by the
Pakistan International Airlines Corporation Act, 1956. With effect from April 19, 2016, the
Corporation was converted from a statutory corporation into a public limited company by
shares namely Pakistan International Airlines Corporation Limited ('the Company' or
'PIACL'), through Act [Link] of 2016, Pakistan International Airlines Corporation (Conversion)
Act, 2016, (the Conversion Act) approved by the Parliament of Pakistan. The Conversion Act
has repealed the Pakistan International Airlines Corporation Act, 1956 and the Company is
now governed under Companies Act, 2017 (the Act). II. During the year ended December 31,
2019, the Company has complied with the provisions of Rules in following manner
CERTAIN ADDITIONAL DISCLOSURES, REQUIRED UNDER THE LISTED COMPANIES
(CODE OF CORPORATE

GOVERNANCE) REGULATIONS, 2019 (THE REGULATIONS)

1. The total number of directors are as follows

o Male: 10
o Female: None The board does not have a female director.
2. All the powers of the Board have been duly exercised and decisions on relevant
matters have been taken by the Board/shareholders as empowered by the relevant
provisions of the Act and these Regulations.
3. The Board has approved appointment of head of internal audit, including his
remuneration and terms and conditions of employment and complied with relevant
requirements of the Regulations. However the removal of the previous head of
internal audit was made by the Board without the recommendation of the audit
committee.
4. The Board have a formal policy and transparent procedures for remuneration of
directors in accordance with the Act and these Regulations.
5. The frequency of quarterly meetings of the committee were as per following.
 Meetings of the Audit Committee was held 5 times in the year in the 3rd and 4th
quarter; no meetings were held in the1st and 2nd quarter.
 Meetings of the HR and Nomination Committee was held twice during the year in
the 4th quarter.
 Meetings of the Board Finance Committee was held twice during the year.
6. The statutory auditors or the persons associated with them have not been appointed
to provide other services except in accordance with the Act, these Regulations or any
other regulatory requirement and the auditors have confirmed that they have
observed IFAC guidelines in this regard.
7. We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the
Regulations have been complied with except for sub regulation 2 of regulation 27
which requires the audit committee to meet at least once every quarter which in the
case of PIACL was held in 3rd quarter and 4th quarter only.
 8. Non-compliance with the requirements other than regulations 3, 6, 7, 8, 27, 32, 33
and 36 are set out below:
 The Company did not make appropriate arrangements to carry out orientation for its
directors to acquaint them with the requirements of these Regulations.
 The agenda for all the board meetings was set by the Company Secretary in the
absence of the Chairman of the Board.
 As the quarterly financial statements have not been issued for the 1st and 3rd
quarter, thus the Director's review on the quarterly financial statements was also not
issued.

[Link].2

DESCRIBE THE ROLES AND RESPONSIBILITIES OF LEGAL OFFICERS OF COMPANY.

MR ASLAM R KHAN

is a nominated Director since February 04, 2020, and Chairman PIACL Board since March 09,
2020. He is a corporate aviation veteran with over three decades of multi-faceted airline
[Link] started his career with Lufthansa and then moved to PIACL. In the National
Carrier he held senior positions both in Pakistan and abroad. He held the important position
of Managing Director of PIA. He was also the Managing Director of PIA Investments Limited
for fourteen years, with achievement of 700 million dollars successful turnaround of the
Roosevelt Hotel in New York City, transforming it into a highly profitable asset. A keen
sportsman and an avid golfer, he was the President of Sindh Golf Association and Vice
President of Pakistan Golf Federation. Mr. Aslam R Khan is also the recipient of the Italian
civil award "CAVALIERE".
AIR MARSHAL ARSHAD MALIK

He is a nominated Director since October 17, 2018.

He was elected as acting CEO on October 26, 2018
and was appointed regular CEO w.e.f. April 26, 2019
as per PSC Guidelines 2015. Before joining PIA, Air
Marshal Malik was Vice Chief of the Air Staff (VCAS),
of Pakistan Air Force (PAF). During his career in PAF,
he has flown various trainer and fighter aircraftand
commanded a fighter squadron, a flying wing, an
operational Air Base and a regional air command.
He has also overseen and coordinated the
development and manufacturing of JF-17 Thunder
fighter aircraft, induction of transport aircraft like
IL-78 and C-130. He has led sale of JF-17 aircraft and Super Mashak aircraft. Air Marshal
Malik has served as Board Chairman of Pakistan Aeronautical Complex, Kamra. His staff
appointments include Personal Staff Officer to Chief of the Air Staff, Director Operations
Project, Director Operational Requirement and Development, Assistant Chief of Air Staff
(OR&D), Chief Project Director JF-17 and Deputy Chief of the Air Staff (Personnel) at Air
Headquarters. He is a graduate of Combat Commanders' School, Air War College, National
Defence University and Air Command and Staff College, United States of America. In
recognition of his meritorious services, he had been awarded Hilal-i-Imtiaz (Military), Sitara-
i-Imtiaz (Military) and Tamgha-iImtiaz (Military). Air Marshal Malik is ex-officio Chairman of
PIA subsidiaries viz PIA Investments Ltd and Skyrooms (Pvt.) Ltd. He is Member of Board
Finance Committee, Board HR & Compensation Committee, Board Procurement Committee
as well as Board COEC Committee. Air Marshal Malik is Member CAA Board. He is also
Chairman Al-Shifa Trust - the flagship CSR setup of PIACL.
MR NOOR AHMED (SECRETARY ECONOMIC AFFAIRS DIVISION)

As you find in law statutes and after discussion with Company Secretary in actual practice

Mr Noor Ahmed, Secretary, Ministry of Economic Affairs

(Economic Affairs Division), is a nominated Director since April
28, 2020. He holds Masters degree in Development Studies
with a specialization in Public Policy from Institute of Social
Studies, Netherlands, Prior to his current assignment, he has
served as Special Secretary Finance focusing on fiscal,
monetary and treasury management and Additional Secretary
External Finance managing external account of the government
and arranging fiscal resources to bridge the balance of payment
gao. Mr Noor Ahmed has also served as Additional Secretary of External Finance;
Regulations, and Inter Governmental Finance (IGF) as well as Corporate Finance in Finance
Division. He remained Director General at Privatization Commission, Chief FBR, Joint
Secretary to the Prime Minister. Mr Noor Ahmed has worked at Khushhali Bank and has also
served as Vice President, SME Bank (formerly SBFC).

MR NAVEED KAMRAN BALOCH

Secretary Finance Division

Mr Naveed Kamran Baloch, Secretary Finance Division, is a

nominated Director on PIACL Board since May 24, 2019. He
holds MSc. Degree in Social Policy and Planning in Developing
Countries from London School of Economics, UK. He is a
Certified Director from Pakistan Institute of Corporate
Governance. Mr Naveed Kamran Baloch joined Civil Service of
Pakistan in 1985. He has vast professional experience in
senior management positions in diversified fields such as
public sector management, administration, financial, judicial,
health, insurance and planning etc. Prior to his current
assignment, Mr Naveed Kamran Baloch has served as Secretary Cabinet Division and Chief
Secretary Khyber Pakhtunkhwa. He remained Federal Secretary Ministry of National Health
Services, Regulation & Coordination. He has also served as Chairman of Country
Coordinating Mechanism (CCM) Pakistan. He also held the position of Chairman State Life
Insurance Corporation of Pakistan. Mr Naveed Kamran Baloch has extensively attended local
and international professional training courses, workshops, seminars and conferences. He is
Ex-officio Chairman of PIACL Board Finance Committee.

MR HASSAN NASIR JAMY

Secretary Aviation Division

Mr Hassan Nasir Jamy is a member of Pakistan's Civil

Services and a nominated Director of PIACL Board since
December 2, 2019. He holds an MBA from Quaid-i-Azam
University, Islamabad (1986-87). Later on, he also
completed his MA in Rural Development from University of
Sussex, UK (1995-96) and the Hubert H. Humphrey
Fellowship Program (in Public Policy) from the University of
North Carolina, USA (2003-04). He has more than 30 years
of work experience in Public Administration and Project
Management in a variety of core disciplines. Exposure in
policy planning and implementation, local governance
structures and reforms, service delivery mechanisms and establishment of performance
evaluation systems are some of his areas of strength. Before joining the Aviation Division in
December, 2019, he worked as the Secretary, Climate Change Division and in the Petroleum
and Water & Power Divisions in various capacities. He has also served Government of the
Punjab as Secretary, Local Government and Directing Staff in the National School of Public
Policy, Lahore
MR KHALILULLAH SHAIKH

Chief Financial Officer

Mr Khalilullah Shaikh is a Fellow Chartered Account. Prior to

joining PIA as Chief Financial Officer in June 2019, he remained
associated with K-Electric Limited, a vertically integrated power
utility for 12 years in various roles- as Director Finance, Head of
Supply Chain and as Chief Internal Auditor. He was part of the K-
Electric turn-around team which transformed the utility into a
successful, customer-centric and profitable entity. Mr Shaikh
started his career with A.F. Ferguson & Co, a member firm of
PwC. He also worked for a Shell group refinery in Pakistan as
Head of Treasury & MIS. Mr Shaikh has been serving as on
elected Council member of the institute of Chartered
Accountants of Pakistan (ICAP) for last six years. He has served as Vice President of ICAP and
chaired various Committees and Task Forces of the Institute. Mr Shaikh is also a member of
global Professional Accountants in Business (PAIB) Committee of International Federation of
Accountants (IFAC). He is ex-officio Director of PIA subsidiaries viz Skyrooms (Pvt) Ltd and
Sabre TN Pakistan (Pvt) Ltd. He is also ex-officio Trustee of Alshifa Trust.

MR MUHAMMAD SHUAIB

Company Secretary

Mr Muhammad Shuaib is Company Secretary of PIACL since

January 2017. Besides first class first MBA, he holds an LLB
degree. He is a Certified Director from Pakistan Institute of
Corporate Governance. He participated in various
conferences, and workshops held in Pakistan and abroad.
During 2008 to 2012, Mr Shuaib had served as Corporate
Secretary of PIAC- the erstwhile statutory corporation under
PIAC Act. As General Manager, he has headed various
Divisions in PIA including Industrial Relations, HR
Management, Economic Planning, Food Services, and HR Projects. Mr Shuaib has voluntarily
served as President PIA Cricket Academy, elected International Commissioner Pakistan Boy
Scouts Association and Provincial Commissioner of PIA Boy Scouts Association of which, he
is currently the Patron. Mr Shuaib is President of Al-Shifa Trust - and for the second stint,
the Chairman of Institute of PIA Planetaria. He is Secretary of Board Audit Committee;
Finance Committee; Procurement Committee as well as COE Committee. He is also ex-officio
Member CSR Committee and ex-officio Secretary Council of Chiefs.

[Link].3

List all Annual and other filling with SECP & Stock Exchange by the secretary and include
them in the report. Down load these forms and fill them by hand for your own company.
Take help from the Company Secretary that you Interview.

THE COMPANIES ACT, 2017

THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018
[Section 197 and Regulations 4 & 20]
PARTICULARS OF DIRECTORS AND OFFICERS, INCLUDING THE CHIEF
EXECUTIVE, SECRETARY, CHIEF FINANCIAL OFFICER, AUDITORS AND
LEGAL ADVISER OR OF ANY CHANGE THEREIN

PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number)

1.2 Name of the Company

1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Amount

 PART-II

2. Particulars*:

Present NIC No or Father’s Usual Designati Nationa Business Date of Mode of Nature of
Name in passport No. / residential on lity** Occupatio present appointm directorshi
Full in case of Husban address n*** (if appointme ent / p
Foreign d’s any) nt or change / (nominee/
National Name change any other independe
Remarks nt/additio
**** nal/other
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
2.1 New appointment/election:

2.2 Ceasing of office/Retirement/Resignation:

2.3 Any other change in particulars relating to columns (a) to (g) above:

* In the case of a firm, the full name, address and above mentioned particulars of each
partner, and the date on which each became a partner.
** In case the nationality is not the nationality of origin, provide the nationality of origin
as well.
*** Also provide particulars of other directorships or offices held, if any.”.
**** In case of resignation of a director, the resignation letter and in case of removal of a
director, member’s resolution be attached

PART-III

3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form
is:
(i) true and correct to the best of my knowledge, in consonance with the record as
maintained by the Company and nothing has been concealed; and
(ii) hereby reported after complying with and fulfilling all requirements under the
relevant provisions of law, rules, regulations, directives, circulars and notifications
whichever is applicable.
3.2 Name of Authorized Officer with
designation/ Authorized Intermediary

3.3 Signatures

3.4 Registration No of Authorized Intermediary, if applicable

Day Month Year

3.5 Date

[Link].4

After meeting Company Secretary, discuss his role and responsibilities performed by him
in detail. Write them down

INTRODUCTION

There is a lot of emphasis on the way in which companies work in the real world as a set of
interlocking systems in order to respond to various pressures. The directors of a company
may want freedom to take their companies forward and might find that the increasing
regulations, which cost time and money are mere hindrances rather than help.
Nevertheless, unless the directors are prepared to show that they can act responsibly, there
is no respite. The aim of this observation is to simply highlight the importance of good
governance pratices and why is it considered a key to success of companies. A company
secretary plays a critical role in this context. aims to highlight the important role a company
secretary plays and what are the main responsibilities tied in to this role. The word
secretaryis derived from the Latin ‗secretarius‘, a confidential officer or a person, therefore,
overseeing business confidentially, usually for a powerful individual (a king, pope, etc.). This
in turn is connected to the word ‗secretum‘, which means secret. However, under the
oxford dictionary1 the meaning provided is ―a person employed by an individual or in an
office to assist with correspondence, makeappointments, and carry out administrative task‖.
If you look at it closely, all these definitions are linked together by the confidential nature of
duties. A company secretary acts in the administration of the affairs of the company and
business of the Board. However, we notice that there has been an enormous expansion of
the content of this function. This expansion of administrative function flows from the
explosion of regulation in all aspects of commercial activity such as industrial relations, the
environment, health and safety, taxation, listing regulations, trade practices and now the
competition law. Even though the compliance obligations are placed upon the corporate
entity and its directors and executives rather than the company secretary yet the burden of
administering the company‘s system for regulatory compliance is usually placed on
company secretary‘s shoulders even where someone else has the primary responsibility to
manage such obligations. Moreover, it important that a company secretary understands and
anticipates the needs of non- executive directors who are expected to perform the
monitoring role allocated to them by the tenets of corporate governance. Does a company
secretary have a management role, with authority to bind the company contractually?
Generally speaking a secretary‘s functions are purely administrative in nature and he does
not exercise any managerial powers.

A company secretary is the first portal of information in order to obtain copies of contracts
and resolutions decided upon by the Board and has substantial authority in the
administrative sphere with powers and duties derived directly from the company‘s article of
association. Administrative side of Board and committee meetings generally includes:

 Managing all Board and committee meeting logistics —coordinating,

preparing and distributing Board/committee pre-read materials, meeting
agendas, notifications, and meeting minutes for the Board of directors and
committees.
 Attending Board and committee meetings — recording minutes,highlighting
Board and committee decisions and information items.
 Reporting outstanding agenda items and ensuring information is provided to
the Board/committee members in a timely manner.
 Preparing all correspondence for the Board/committees including responses
to enquiries or complaints directed to the Board/committees.
 Maintaining key corporate documents and records like statutory books.
  Supporting the Chairman in performing his/her role, including the provision
of appropriate briefing material to the shareholders.

SO WHAT DOES A COMPANY SECRETARY DO?

Company secretary’s not mere clerks One of the most significant tasks that a company
secretary undertakes is preparing for and conducting an AGM successfully. It is at the heart
of a company secretary‘s role to ensure that AGM is conducted in a manner so that
shareholders actively participate in the meeting and provide opportunity for the
management and the shareholders to get the most out of the meeting whilst ensuring that
full compliance with relevant provisions of the Listing Regulations, Companies Ordinance
and all other applicable laws, regulatory requirements and the company‘s Articles are
adhered to.

Company secretary does not merely act as an adviser to the Chairman and the Board on
corporate matters but also plays a key role in the induction of new or inexperienced
directors and further assists the Chairman/CEO in determining the annual Board plan and
the administration of other issues of a strategic nature at Board level.

HOW IS THE ROLE CHANGING?

Position of a company secretary as cited in the case of Re Maidstone Buildings Provisions

Ltd4 where it is aptly described as:

The position of secretary in a company has altered out of recognition during the past 75
years. From being humble clerk he has become, in most large companies, an officer of the
company having important duties and responsibilities and often considerable influence. He
remains, however, in the eyes of the law what he was originally intended to be, namely, an
officer in a ministerial and administerial capacity: he has no managerial functions, and it
would normally, be unwise for an outsider to assume that he has any managerial powers,
which are prima facie, vested in the directors and any managing directors. In practice the
functions of the secretary often exceed those contemplated by the Acts and he is
sometimes given considerable managerial responsibility.‖ According to the Cadbury5
Committee on Corporate Governance, 'the company secretary must now more than ever
show him or herself to be knowledgeable, reliable, discreet, an excellent communicator, a
good listener and approachable.........The company secretary must have the answers - or at
least know where to find them'.

WHY IS THE ROLE ESSENTIAL IN THIS DAY AND AGE?

The core duties of a company secretary have already been discussed above which includes:
servicing meetings of the Board and committees – producing agenda and minutes, ensuring
effective flow of information, advising the Board through the Chairman on all governance
matters and other matters relating to Board effectiveness. Also communicating with
shareholders – circulars, dividend payments, most importantly engaging with major
shareholders, particularly on corporate governance issues e.g. Board composition,
succession and remuneration. Apart from these certain non-core duties include managing of
legal, accounting, tax, investor relations, HR, health and safety, intellectual property,
pensions, share incentive schemes, insurance, risk management, office administration,
property administration and licensing. By way of contrast the work of a company secretary
has increased significantlissues that have had an impact on this transition include:

More governance work

More regulatory and legal compliance
More stakeholder issues e.g. aware and vigilant stakeholders The role of the
company secretary in Pakistan- current perspectives.

The Role of Company secretary is now more of a catalyst responsible for bringing change in
the process of corporate governance in company. Companies Ordinance, 1984 s.204-A
provides that ―a listed company shall have a whole time secretary and a single member
company shall have a secretary possessing such qualifications as may be prescribed." In of
the recent cases6 , the annual report of a company revealed that the company had not
appointed any person as company secretary in contravention of provisions of s.204A of the
Companies Ordinance, 1984. It was stated that the objective of s.204 A was to improve
corporate culture and bring good corporate governance by ensuring quality secretarial
services for the corporate sector. It was held that the chief executive of the company had
not acted in accordance with the provisions of law and was responsible for non-compliance
of provisions of s.498 Fine of Rs. 15,000 was y as examined in the paragraphs above. In the
light of recent corporate failures certain keyimposed on the chief executive of the company.
Under the Pakistan Code of Corporate Governance, 20027 : The Company secretary of a
listed company shall furnish a Secretarial Compliance Certificate, in the prescribed form, as
part of the annual return filed with the Registrar of Companies to certify that the secretarial
and corporate requirements of the Companies Ordinance, 1984 have been duly complied
with. The above provision highlights the fact how a company secretary contributes towards
ensuring that the company is adopting best practices in corporate governance as well as
effectively running the business. This is highly essential for an effective Board performance
where awareness of key issues play a vital role since an informed Board is one of the key
components of good governance practices in a company. Considering the question of why
do corporations fail? the usual answer would include that a company has no strategic
business plan and a weak and ineffective management is to blame amongst other factors.
However, one of the crucial factors which cannot be overlooked is lack of information and
control systems. Most companies would typically be in a position where events control
them and they do not control events, it is this passive nature of companies that further
aggravate thesituation. Owning to these reasons a company secretary‘s role has evolved
into a specialized resource, critical to the ongoing business viability of a company. Company
secretary is responsible to the Board of Directors collectively, rather than to any individual
director. This reporting line is through the Chairman. Moreover, for executive and
administrative duties a company secretary reports to CEO.

ADDING VALUE THROUGH KEY RELATIONSHIPS

Another key task of a company secretary involves leveraging relationships with the major
players in the Board. In order to facilitate effective functioning of the Board towards policy
matters and oversight of management the key is to build these relationships so as to
understand and relate to the differing perspectives of independent directors, executive
directors and other sponsor directors. Corporate Boards have an inherent dynamic towards
poor communication, conflict and inefficiency. The Board however, is not ―one team‖ but is
composed of different groups with differing perspectives and priorities including
independent directors, executive directors, and other sponsor directors. It is this very make
up of the Board that a company secretary has to contend with. Since independent directors
provide advice and stern oversight, hence moving between these two functions can easily
lead to strained relationships.
Keeping in view the perspective of all groups forming the Board, a company secretary has to
build relationships with each member of the Board. The company secretary, however, can
help manage and overcome complex Board processes and provide meaningful support to
directors in a way that is necessary and effective. Once - and only when - the company
secretary has gained the Directors trust in his or her competence, discretion and
appreciation of potentially contentious issues a Secretary can expand his or her role in the
areas of administration and compliance. Summarised below are some of the key
relationships that a company secretary manages:

Building the relationship with the directors

Whilst knowledge of the governance processes and corporate law is a company secretary‘s
specialty they must communicate and assert that strong customer relationships and smart
strategy play an essential role and without these there is no business to govern.

Relationship with independent directors

Company secretary can contribute his/her unique insight of what independent directors
should look for to ratify important decisions. The CEO/Chairman also entrusts the Company
secretary to explore issues with independent director or otherstakeholders in order to
prepare an effective discussion at the Board meeting.

Relationship with the independent Director and non- executive directors

A Company secretary can help an independent director and other non -executive directors
understand business issues in a less formal context. It is essential to make the independent
directors aware of the management perspective so as to engage them more constructively
in an issue.

Relationship with independent directors and Chairman

Whilst a CEO‘s perspective is dominated by their ambition for business, on the other hand a
Chairman, or other independent directors are much more concerned with ―oversight‖
since this is their most critical role on the Board. This oversight perspective is an innate
feature of a company secretary‘s role especially if they have a passion for “best practice”
governance. However, most of the independent directors have other full-time occupations,
directorships and/or other commitments that demand their time and attention. In view of
this, a starting point should be the awareness that independent directors ―have to be
brought into the issue‖. Any presentation, conversation, or email must start with a big-
picture introduction in order to get the discussion going.

Building relationships with the Board of directors –Conclusion

Building relationships with people who are used to being in charge (as most Directors are)
requires a fine balance of empathy and assertiveness. While this can be considered an art
that cannot be acquired over night, however, this can be a skill which can be learnt and
perfected by intentionally building the relationship repertoire, reflecting on what works well
as well as mentoring and coaching. The very nature of roles played by a company secretary
presents some key challenges, including working simultaneously with the Board and
management. Rising to these challenges a company secretary must have strength of
character to be able to report to both the Board (via its Chairman) and the company itself
(via its CEO). No doubt the effectiveness of the company secretary‘s role will depend on the
nature of their working relationship with the Chairman and a company secretary should be
accountable to the Board through the Chairman on all governance matters.

[Link].5

Also check Board of Director Resolution for one quarter, share transfer letter and member
register and closure of books procedures.

MEMBERSHIP OBLIGATIONS

 Members must not abuse PIA Frequent Flyer, any Awards, Benefits, facilities, services or
arrangements accorded to the Member as a result of membership in PIA Frequent Flyer;
 Act in any way which is likely to be detrimental to the interests of PIA or PIA Frequent
Flyer or any PIA Frequent Flyer Partner Airline or Frequent Flyer Partner Service;
 Supply or attempt to supply misleading information, or make any misrepresentation to
PIA Frequent Flyer or any PIA Frequent Flyer Partner Airline or Frequent Flyer Partner
Service; or act in any way which in PIA's reasonable opinion breaches or is likely to
breach these Terms and Conditions or is inconsistent with the intent of these Terms and
Conditions.
BOARD OF DIRECTOR RESOLUTION

MEMBERSHIP

a) Membership of PIA Frequent Flyer is open only to individuals at least over 12 years of
age or individuals purchasing a seat. Membership is offered at the discretion of PIA and
PIA has the right to accept or reject any application for membership in its sole discretion.
b) Each Member may maintain only one PIA Frequent Flyer account that must serve all
business and personal needs.
c) Each Member will be assigned a membership number upon acceptance of enrolment in
PIA Frequent Flyer. Each Member will also be assigned a Personal Identification Number
(PIN) which along with his/her membership number, surname, birth date, and/or recent
 travel details will be used for security of membership information. It is the Member's
responsibility to ensure that this PIN is kept secure and other security information is
kept secure.
d) Each Member must advise PIA Frequent Flyer of any change of name, address, or other
details as soon as practicable after the change. PIA is not responsible for any failure by
the Member to adequately notify PIA of the change. Changes to address can be made by
calling the Frequent Flyer contact center or updating your details directly on our website
[Link] (You must supply your PIN.) Written proof must be supplied for
any change of name.
e) It is a condition of membership that you consent and authorize PIA to provide the
information on your application form and other information that you provide to PIA, to
Frequent Flyer Partner Airlines, Frequent Flyer Partner Services and any other person
(including without limitation a related body corporate, agents and contractors) for the
purpose of:
• PIA providing services, including the awarding of A+ Miles to you;
• PIA improving PIA customer service, including by means of research, marketing,
product development and planning;
• PIA marketing its products or services or the products or services of its partners;
and any third party providing services to PIA and Members in connection with
the administration of PIA Frequent Flyer.

[Link].6

Who is the External Director? Their Legal responsibilities and their qualifications and who
are qualified to become an External Director.

MR NOOR AHMED

Secretary Economic Affairs Division

Mr Noor Ahmed, Secretary, Ministry of Economic Affairs

(Economic Affairs Division), is a nominated Director since April
28, 2020. He holds Masters degree in Development Studies with
a specialization in Public Policy from Institute of Social Studies,
Netherlands, Prior to his current assignment, he has served as Special Secretary Finance
focusing on fiscal, monetary and treasury management and Additional Secretary External
Finance managing external account of the government and arranging fiscal resources to
bridge the balance of payment gao. Mr Noor Ahmed has also served as Additional Secretary
of External Finance; Regulations, and Inter Governmental Finance (IGF) as well as Corporate
Finance in Finance Division. He remained Director General at Privatization Commission,
Chief FBR, Joint Secretary to the Prime Minister. Mr Noor Ahmed has worked at Khushhali
Bank and has also served as Vice President, SME Bank (formerly SBFC).

[Link].7

What is an audit committee? Who are it's members and how does it work?

AUDIT COMMITTEE
 An audit committee is one of the major operating committees of a company's board
of directors that is in charge of overseeing financial reporting and disclosure.

 All U.S. publicly-traded companies must maintain a qualified audit committee in

order to be listed on a stock exchange. Committee members must be made up
of independent outside directors, including a minimum of one person who qualifies
as a financial expert

 The primary purpose of a company’s audit committee is to provide oversight of the

financial reporting process, the audit process, the company’s system of internal
controls and compliance with laws and regulations.
 The audit committee can expect to review significant accounting and reporting issues
and recent professional and regulatory pronouncements to understand the potential
impact on financial statements. An understanding of how management develops
internal interim financial information is necessary to assess whether reports are
complete and accurate.
 The committee reviews the results of an audit with management and external
auditors, including matters required to be communicated to the committee under
generally accepted auditing standards. Controls over financial reporting, information
 technology security and operational matters fall under the purview of the
committee. 
 The audit committee is responsible for the appointment, compensation and
oversight of the work of the auditor. As such, CPAs report directly to the audit
committee, not management.
 Audit committees meet separately with external auditors to discuss matters that the
committee or auditors believe should be discussed privately. The committee also
reviews proposed audit approaches and handle coordination of the audit effort with
internal audit staff.  When an internal audit function exists, the committee will
review and approve the audit plan, review staffing and organization of the function,
and meet with internal auditors and management on a periodic basis to discuss
matters of concern that may arise.
 Audit committees must have authority over their own budgets and over external
auditors. It is through these protections that investors will come to trust the financial
reports released by companies.
 While boards should seek members who can provide a diverse range of competent
perspectives based on their experience and expertise, it is nevertheless imperative
that board members are knowledgeable and conversant in the language of finance
and accounting. This need is particularly acute for the audit committee.

REGULATION

Effective April 2003 the Securities and Exchange Commission (SEC) adopted a rule directing
the national securities exchanges and national securities associations to prohibit the listing
of any security of an issuer that is not in compliance with the audit committee requirements
mandated by the Sarbanes-Oxley Act of 2002. The requirements relate to:

 The independence of audit committee members;

 the audit committee's responsibility to select and oversee the issuer's independent
accountant;

 Procedures for handling complaints regarding the issuer's accounting practices;

 The authority of the audit committee to engage advisors;

  Funding for the independent auditor and any outside advisors engaged by the audit
committee.

The rule implements the requirements of Section 10A(m)(1) of the Securities Exchange Act
of 1934, as added by Section 301 of the Sarbanes-Oxley Act of 2002. Under the rule, listed
issuers must be in compliance with the new listing rules by the earlier of their first annual
shareholders meeting after January 15, 2004, or October 31, 2004. Foreign private issuers
and small business issuers will have additional time to comply.

In July 2015, the SEC voted to publish a concept release seeking public comment on audit
committee disclosure requirements, focusing on the committee’s oversight of independent
auditors.  The SEC is interested in receiving information about the audit committee and
auditor relationship and whether improvements can be made to enhance the information
provided to investors about the audit committee’s responsibilities and activities.  

“Effective audit committee oversight is essential to investor protection and the functioning
of our capital markets,” said then SEC Chair Mary Jo White.  “The way audit committees
exercise their oversight of independent auditors has evolved and it is important to evaluate
whether investors have the information they need to make informed decisions.”   

In addition to seeking views about audit committee disclosures, the concept release invited
comment on whether SEC disclosure requirements should be refined to provide more
insight into the information the audit committee used and the factors it considered in
overseeing the independent auditor.  This includes considerations related to the process for
appointing or retaining the auditor and the qualifications of the auditor and certain
members of the engagement team, among others.

CFA INSTITUTE VIEWPOINT

All audit committee members should be independent. Independence is needed to prevent

insiders from influencing the work and oversight of the committee and the work of the
external auditors. Companies operating in specialist niches should have to meet the same
audit committee disclosure and structure requirements as companies operating in more
traditional markets. This is because companies in specialist niches are affected by the same
conflicts and potential for accounting fraud as more traditional companies and therefore
should meet the same independence and financial experts’ requirements as traditional
companies. In cases where this is not feasible they should disclose such deficiencies to
investors to alert them to the possibility of management influence on the audit committee.

Audit firms should use auditors with forensic audit backgrounds to assist in the audits and
for training audit staff in identifying cases of intentional accounting errors and
irregularities. Auditors should be able to identify earnings management or accounting
irregularities, and thus, deter such activity.

BOARD AUDIT COMMITTEE (BAC)

MR ATIF ASLAM BAJWA-CHAIRMAN

Mr Atif Bajwa is a nominated Director since June 7, 2017. MrBajwa received his education at
Columbia University, New York. He has an extensive international career spanning 37 years
of executive leadership roles in banking and of multiple Board and public interest positions.
Having started his professional journey by joining Citibank in 1982, he has since held
numerous senior positions in large local and multinational banks, which include
President/CEO of Bank Alfalah, President/CEO of MCB Bank and Soneri Bank, Regional Head
for Citigroup for Central and Eastern Europe, Head of Consumer Banking for ABN AMRO's
Asia Pacific regionand Country Manager for ABN AMRO Pakistan. MrBajwa has been active
in business, social and public interest areas and has led key
advocacy institutions to impact economic and social sectors. In
this regard, he has served as the Chairman of the Pakistan
Business Council (PBC) and the President of the Overseas
Investors Chamber of Commerce and Industry (OICCI).
MR FARRUKH H KHAN- MEMBER

Mr Farrukh H Khan is a nominated Director since June 7, 2017, Mr Farrukh Khan is currently
the Chief Executive Officer (CEO) of Pakistan Stock Exchange Limited. He qualified as a
Chartered Accountant from the Institute of Chartered Accountants in England and Wales,
United Kingdom (UK) and also holds a BA (Hons.) in Economics and Finance from the
University of Manchester. With over 30 years of senior management and board level
experience, Farrukh is an experienced entrepreneur, and a leading business and financial
advisor who has advised on many landmark transactions. Previously he has held senior
positions at Acumen in Pakistan and the UK. Mr. Khan was the founding partner and CEO of
BMA Capital Management Limited. Under his stewardship, BMA established itself as the
leading investment banking group in Pakistan and received several international awards,
including the 2010 Euromoney award for the best investment bank in Pakistan. He has also
worked with American Express Bank in Pakistan and Deloitte in London. MrKhan has an
excellent network and deep knowledge of global business and investments. He has
previously served as President of Overseas Investors Chamber of Commerce & Industry
(OICCI), Chairman of the Young Presidents' Organization, Pakistan Chapter and on the
Boards of prominent public and private sector organizations. He was also associated with
the Securities and Exchange Commission of Pakistan as a member of its Policy Board from
2018 to [Link]. Khan was selected by Euromoney as one of the top 50 global financial
leaders, below age of 40 years. His philanthropic interests include children's health and
[Link] is Member of PIACL Board Audit Committee and the HR & Compensation
Committee.
MR TARIQ KIRMANI-MEMBER

Mr Tariq Kirmani is a nominated Director since June 7, 2017, MrKirmani has more than 50
years of multifaceted experience in the Corporate Sector, both domestic and international.
After completing his Master's degree in Business Administration, he started his career with a
multinational oil company (Caltex- later Chevron Pakistan) in 1969 and worked for 7 years in
the United States (US), United Arab Emirates (UAE) and Australia in different senior
management positions in Marketing, Operations and Finance. In 1991, he became the first
Pakistani to be elected as a Director of this Company. In 1999, he joined Pakistan State Oil
(PSO) as Dy. Managing Director and in 2001 was appointed as the Managing Director & CEO.
He turned around this Public Sector Organization and converted it into a customer focused
entity by giving it a new brand image and making it profitable
while aggressively competing with multinational companies
like Shell, Chevron and TOTAL. In 2005, the Government of
Pakistan (GoP) appointed Mr Tariq Kirmani as the Chairman &
CEO, Pakistan International Airlines (PIA). He served the
Airlines for 2 years during which he introduced customer
focus, identified and initiated implementation of major
programs in three key areas for improvement (a) Aircraft
Fleet Renewal (b) Employee Rationalization (c) Systems and
Processes through implementation of IT and Enterprise
Resource Planning (ERP). Due to his personal efforts, PSO and
PIA became members of the World Economic Forum, Davos, Switzerland and the World
Business Council for Sustainable Development, Geneva, Switzerland. Currently, MrKirmani is
serving as the Chairman of the National Academy of Performing Arts (NAPA) and Punjab
Energy Holding Company (Pvt.) Ltd. (PEHCL). He is also serving as a Director on the Boards of
Pakistan International Airlines Corporation Limited (PIA), Professional Education Foundation
(PEF), Family Educational Services Foundation (FESF) and Gas & Oil Pakistan Ltd. (GO). He
also served as the Chairman of United Bank Limited Fund Managers, Greenstar Social
Marketing (GSM) and Oil Companies Advisory Council (OCAC).He has previously served on a
number of Boards of Multinational and Public Sector Companies such as Pakistan Refinery
Limited (PRL), Pak-Arab Pipeline Company Limited (PAPCO), Pakistan State Cement
Corporation (PSCC), Pakistan Telecommunication Limited (PTCL), Pakistan Private
Infrastructure Board (PPIB), Board of Governance in LUMS and National Bank of Pakistan
(NBP). MrKirmani is also serving as the Chairman of Pakistan International Airlines (PIA)
Board HR & Compensation Committee (HRCC) and Member of Board Audit Committee (BAC)
as well as Commercial Operations & Engineering Committee (COEC)

MR HAQUE NAWAZ -MEMBER

Mr Haque Nawaz is a nominated Director since November

20, 2017. He holds Masters Degrees in Business
Administration and Organic Chemistry. He is a retired civil
servant and has held various positions in Pakistan Audit
Department, Finance Division as well as in the international
organizations. His last assignment was Acting Auditor
General of Pakistan. Before that, he served as Joint
Secretary and Additional Finance Secretary in the Finance
Division. Mr. Nawaz also served in Pakistan Military
Accounts Department and in Ministry of Foreign Affairs as
Deputy Chief Accounts Officer and Director Foreign Audit.
He served the United Nations on secondment in UN
Peacekeeping Mission at Kosovo. As UN staff member, he worked as Regional Finance
Officer, Municipal Administrator and Program Management Officer. Mr Nawaz is a certified
director from PICG and has represented the Federal Government / Finance Division on the
Boards of Pakistan National Shipping Corporation, Civil Aviation Authority, Overseas
Pakistanis Foundation, Pak-Libya Holding Company, Benazir Income Support Program,
Earthquake Rehabilitation & Reconstruction Authority and Pakistan State Oil Company
Limited. Currently, he is also Chairman Real Estate Committee, Board of Trustees, Federal
Employees Benevolent and Group Insurance Fund since December, 2019. He has travelled
extensively and has attended several training programs, seminars and professional courses
locally as well as overseas besides conducting audit of Pakistan's Missions abroad. He is
Member of the PIACL Board Audit Committee, Finance Committee as well as Procurement
Committee.
[Link] is the procedure of book closure and who are its registered members?

 Book closure is a time period where companies do not handle adjustments to their
register or any requests to transfer shares.
 Book closure is also used as a cut-off date to determine which investors will receive a
dividend payment for that dividend period.
 Investors pay close attention to the book closure date as it determines when they
should sell their shares or how long they need to hold onto them to receive a
dividend.
 Other important dividend dates that work in conjunction with book closure are the
disclosure date, record date, ex-dividend date, and the payment date.

 Understanding Book Closure

 The stock of publicly-traded companies changes hands daily as investors buy and sell
shares on stock exchanges. Because shares change hands between investors so
quickly on the stock market, it can be difficult to determine who owns the shares at a
specific moment.
 Due to this complexity, when a company declares it will pay a dividend, it must set a
specific date when the company will close its shareholder record book and commit
to sending the dividend to all investors holding shares as of that date. Book closures
allow companies to bring clarity to the process of stock ownership.
 After a company declares a book closure it continues to maintain records of
ownership. The record date is the date that companies check to see if an investor is
on their books and therefore eligible to receive a dividend. A company’s board of
directors establishes a record date after they decide to issue a dividend payment.
 The record date and book closure date are the same in their cut-off requirement,
though the record date does not necessarily imply a period of closing adjustments or
transfers. The record date is often referred to as the book closure date in some
foreign countries. When investing internationally, it's important to be aware of these
slight changes in terminology and how they can impact one's portfolio.
 A stock that pays a dividend often increases in price as the book closure date
approaches. Due to the logistics of processing a large number of payments, the
 dividend may not be paid until a few days later. After the book closure date, the
price of the stock usually begins to drop, since buyers after this date are no longer
entitled to the dividend. Though the process starts again towards the next book
closure date.
 The book closure date is important to investors as it helps them decide when to sell
their shares, not only in relation to capital appreciation but also as part of an income
strategy. If they are interested in receiving the dividend, then they will hold off until
selling their shares till later.
 Book Closure, Record Date, and Ex-Dividend Date
 Following the record date and book closure, the ex-dividend date is another
important, related date. On and after the ex-dividend date, a seller is still entitled to
the dividend even if they have already sold their shares to a buyer because their
name will still appear on the record date.
 The ex-dividend date is typically set for two business days prior to the record date,
due to the T+3 system of settlement used in U.S. financial markets. To put it more
plainly, if you buy a share one day before the ex-dividend date your name will
appear on the record date, making you eligible to receive the dividend payment. If
you buy a share on the ex-dividend date or after, you will not receive the dividend
for that period.
 Additional important dates with regards to book closure include the declaration
date, when a company's board of directors announces a dividend distribution, along
with the payment date, when the company mails dividend checks or credits them to
investor accounts.
 Investors pay close attention to records of dividend payments as receiving dividends
is an important component of several income-oriented investment strategies. These
can be standalone approaches to maintaining a steady income without much risk or
an add-on to a larger portfolio strategy.


Registered members of book closure

Shareholders are the members of book closure.

[Link].9A

Describe the procedure of Internal Audit control system and who's responsible for it?

STATEMENT OF INTERNAL CONTROL

Board is responsible for establishing effective internal control system in PIACL to achieve its
objectives in the following categories;

Efficiency and effectiveness of operations

Compliance with laws and regulations c) Reliability of financial reporting Board has
established an Audit Committee comprising four Non-Executive Directors, Terms of
Reference of Audit Committee are in line with the requirement of Public Sector Companies
(Corporate Governance) Rules, 2013. Audit Committee is responsible for oversight of
Internal Audit Function as well as external Financial Reporting. PIACL's Internal Audit
Function was headed by a qualified MBA (Finance), Certified Internal Controls Auditor,
Certified Forensic Audit Analyst. Further, as assigned by the Board Audit Committee, the
Internal Audit Function has transformed its audit approach from traditional to risk based for
all auditable assignments in line with guidelines of Committee of Sponsoring Organizations
of Trade way Commission (COSO) and standards by Institute of Internal Auditors (IIA). To
further strengthen the overall Internal Audit Function, PIACL has entered into a co-sourcing
agreement with M/s Deloitte.

 The Chief Financial Officer, the Chief Internal Auditor and a representative of the
External Auditors attended all meetings of the Audit Committee at which issues
relating to accounts and audit were discussed.
 The audit committee met the external auditors, at least once a year, without the
presence of the chief financial officer, the chief internal auditor and other
executives.
  The audit committee met the chief internal auditor and other members of the
internal audit function, atleast once a year, without the presence of chief financial
officer and the external auditors
 The Board has set up an effective internal audit function, which has an audit charter,
duly approved by the Board Audit Committee.
 The chief internal auditor has requisite qualification and experience prescribed in the
Rules.
 The internal audit reports have been provided to the external auditors for their
review
 The Board has approved appointment of head of internal audit, including his
remuneration and terms and conditions of employment and complied with relevant
requirements of the Regulations. However the removal of the previous head of
internal audit was made by the Board without the recommendation of the audit
committee.

[Link].10

Procedures of annual general report (AGM) attend AGM? Students are required to attend
an AGM

Notice is hereby given that Fourth Annual General Meeting of the Shareholders of Pakistan
International Airlines Corporation Limited (PIACL) will be held at 10:00 a.m. on Saturday,
June 20, 2020, at Karachi, to transact the following business

 To receive and adopt the Audited Accounts for the year ended December 31, 2019
together with the Auditors' and Directors' Reports.
 To elect One Director in accordance with Sections 165 and 159 of the Companies
Act, 2017.
 To appoint External Auditors for FY 2020 and fix their remuneration.
 To transact any other business with the permission of the Chair. NOTICE OF FOURTH

ANNUAL GENERAL MEETING KARACHI MAY 29, 2020 MUHAMMAD SHUAIB COMPANY
SECRETARY BY ORDER OF THE BOARD NOTES:
1. The Shareholders who have not yet submitted photocopy of their valid
Computerized National Identity Card (CNIC) to Shares Registrar / Transfer Agent, are
once again reminded to send the same at the earliest directly to CDC Share Registrar
Services Limited (CDCSR), CDC House, 99-B, Block-B, S.M.C.H.S. Main Shahrah-e-
Faisal, Karachi. The Corporate Entities are requested to provide their National Tax
Number (NTN). Please give Folio Number / CDC Account Number with the copy of
CNIC /NTN details. Reference is also made to the SECP Notification which mandate
that the dividend warrants should bear CNIC number of registered Shareholder or
authorized person, except in case of minor(s) and Corporate Shareholders.
2. In case of nomination for a candidate of Directorship, a written notification of such
nomination will be required to be given to PIACL and lodged with Company Secretary
at the Registered Office, PIA Building, Jinnah International Airport, Karachi75200, by
Saturday June 06, 2020 duly signed by the Shareholder(s) making the nomination or
by their duly authorized representatives. The said nomination is required to be filed
with the Company Secretary through courier or through email on the email address
secretary@[Link] .
3. Every nomination of a candidate for election as Director must be accompanied with
the following documents:
 Consent of the candidate to act as Director in Form 28, duly
completed and signed by the candidate, as required under Section
167 of the Companies Act, 2017;
 Declaration of the Candidate of being compliant with the
requirements of the PSC (Corporate Governance) Rules 2013 as
amended till July 01,2019 as well as Rule Book of PSX and the
eligibility criteria as set out in the Companies Act, 2017 to act as
director of the listed Companies; and
 Confirmation of the Candidate that he/she is not serving as Director in
more than seven listed companies simultaneously, provided that
his/her limit shall not include the directorship in the listed subsidiaries
of a listed holding company.
4. A detailed profile of every candidate for election along with address shall be
delivered to the Company at its Registered Office (to the Company Secretary) by
 Saturday June 06, 2020, for placement on to the PIACL website seven (7) days prior
to the Election Day as required by SRO 634(1)/2014 of 10th July 2014, except in the
case of non-holders of 10% block of 'A' Class and 'B' Class, where the profile will
accompany the nomination required to be given to the Company not less than forty-
eight (48) hours before the Election Day.
5. Share Transfer Books will be closed from Friday, June 12, 2020 to Saturday, June
20,2020 (both days inclusive) when no transfer of shares will be accepted for
registration. Transfers in good order, received at the office of PIACL's Share
Registrar / Transfer Agent viz CDC Share Registrar Services Limited (CDCSR), CDC
House, 99-B, Block-B, S.M.C.H.S. Main Shahrah-eFaisal, Karachi up to 05:30 P.M. on
Thursday, June 11, 2020, will be treated in time for the purpose of exercising the
right to vote.
6. Shareholder may appoint another Shareholder as proxy to attend and vote in respect
of him/her. Duly completed instrument of proxy must be lodged with the Company
Secretary at the Registered Office PIA Building, Jinnah International Airport, Karachi-
75200,Pakistan, through courier or through email on the address
secretary@[Link], at least forty eight (48) working hours before the time of the
meeting.
7. In pursuance of Section 242 of Companies Act, 2017, all Shareholders are notified
that details of bank accounts for transmission of any dividend should be registered
with our Share Registrar / Transfer Agent, CDC Share Registrar Services Limited
(CDCSR). Subsequently no dividend payment through other means, except electronic
mode directly into bank account designated by the Shareholders, shall be made.
8. Any change of address of Shareholders should be immediately notified to the Share
Registrar / Transfer Agent viz CDC Share Registrar Services Limited (CDCSR), CDC
House, 99-B, Block-B, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi.
9. [Link] of Directors, Postal Ballot and E-Voting

A. For the convenience of Shareholders, a polling booth will be established at PIA's Karachi
Booking Office, situated at Sidco Center, First Floor, Deen Muhammad Wafai Road, Karachi.
Members can exercise their right to vote by visiting the said polling booth on the AGM day
i.e. June 20, 2020, from 10:15 am till 10:45 a.m. only for physical voting Shareholders would
come one by one, cast their votes and leave the polling booth immediately without any
gathering.

B. Pursuant to the Companies (Postal Ballot) Regulations, 2018 for the purpose of Election of
Directors and for any other agenda item subject to the requirements of Sections 143 and
144 of the Companies Act, 20l7, members will be allowed to exercise their right of vote
through postal ballot, that is voting by post or through any electronic mode, in accordance
with the requirements and procedure contained in the aforesaid Regulations.

C. lf the number of persons who offer themselves to be elected is more than the number of
Directors fixed under Section l59(1) of the Companies Act, 2017 then the Company shall
provide its Members with the option of e-voting or voting by postal ballot in accordance
with the provisions of the Companies (Postal Ballot) Regulations, 2018.

PROCEDURE FOR VOTING THROUGH POSTAL BALLOT:

i) The members shall ensure that duly filled and signed ballot paper along with copy of
Computerized National Identity

Card (CNIC) should reach the chairman of the meeting through post or email
(secretary@[Link]) one day before the day of poll, during working hours. The signature
on the ballot paper shall match with the signature on CNIC.

ii) In case of foreign members and representatives of a body corporate, corporation and
Federal Government, acceptability of other identification documents in lieu of CNIC shall be
approved by the board of the company.

PROCEDURE FOR E-VOTING

i. Voting lines for Elections of Directors will be open for the Shareholders from June 17,
2020, till June 19, 2020 at 5:00 p.m.
ii. ii) Identity of the members intending to cast vote through e-voting shall be
authenticated through electronic signature or authentication for login.
iii. iii) Members shall cast vote online during the time specified in sub regulation (1),
provided that once the vote on a resolution is casted by a member, he shall not be
allowed to change it subsequently.
 iv. iv) The e-voting service provider shall be regulated to keep the result of e-voting
confidential and provide access to the chairman of the General Meeting in which poll
was demanded to unblock result of e-voting on the day of poll.

PARTICIPATION OF SHAREHOLDERS THROUGH ELECTRONIC MEANS:

In wake of the prevalent COVID-19 pandemic situation and in light of the relevant guidelines
issued by Securities & Exchange Commission of Pakistan (SECP) and Pakistan Stock Exchange
Limited, vide Circular No 5 of 2020 dated March 17, 2020 and Circular No PSX/N-372 dated
March 19, 2020 respectively. The Shareholders are encouraged to participate in the AGM
through electronic facility organized by PIACL. In order to attend the AGM through
electronic facility, the shareholders are requested to get themselves registered with the
Company Secretary at least 24 hours before the time of AGM at secretary@[Link].

The shareholders are requested to provide the information as per below format:

The details of the electronic facility will be sent to the Shareholders on the email address
provided by them. The login facility will be opened at 09:00 a.m. on June 20, 2020 enabling
the participants to join the proceedings which will start at 10:00 [Link].

ATTENDING MEETING THROUGH PROXIES:

 In case of individual, the account holder or sub-account holder, their registration

details are uploaded as per the Regulations, shall submit the proxy form accordingly.
 The proxy form shall be witnessed by two persons whose names, addresses and CNIC
numbers shall be mentioned on the form.
 Attested copies of CNIC or the passport of the beneficial owners and the proxy shall
be furnished with the proxy form.
 The proxy shall produce his/her original CNIC or original passport at the time of the
meeting.
 In case of corporate entity, the Board of Directors' Resolution / power of attorney
with specimen signature of the person nominated to represent and vote on behalf of
the corporate entity, shall be submitted along with proxy form to the Company.