Structure and Composition of Board’s Committees: Analysis of Pakistan International Airlines Corporation Limited

Abstract

This study aimed to explore the composition of BODs committees in PIACL. Secondary data from Annual Reports, Act, Rules and Regulations of the corporation in general and SECP recommendations i.e., the codes of CG in particular were collected. Data were analyzed in MS-Office 2016 version using MS-Excel and MS-Word. Obtained results are, the BODs can exercise their powers to form the board’s various committees, but at the same time BODs must execute their responsibilities focusing on objectives of the corporation and larger interest of stockholders in good faith and judgment, especially executing authority for the establishment of AC. BODs must confirm that none of the member's interests conflicts with the objectives of the committee. The Principal Finance Officer (CFO), inside audit officials, and officers like the chief cooperating officer (CEO) do not represent AC. However, one member of the committee must hold ample knowledge related to finance, but this does not mean that a member of the board who is linked either with financial matters or audit operations is appointed on the committee. Results further indicated that in PIACL different committees of BODs have been formed where a director in the finance committee is also appointed as member or chairman in AC in contrast to SECP codes. Similarly, various BODs have been made part of the AC, HR, IT, Procurement, Marketing (Brand and advertisement) committee. Whereas, practically it is very uncommon that an individual possesses expertise in IT, HR, Marketing, and Finance fields simultaneously as these are diverse fields, how come a person can be an expert of all disciplines at the same time? Hence, the appointment of directors in multiple committees at the same time raises a lot of questions about the independent working or decision-making of such committees.