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Corporate Directors (Ownership and Strategic Control)

Availability: In stock
  • Author : Khalid Mehboob FCMA
  • Cover : Hard bound
  • Edition : 2020
  • Price : 1350
  • PKR: 1500
  • Description

Contents


Chapter 01 History Of Company Law And Its Legislation
1.1 History Of Company Law

1.2 History Of Company Law In Indian Subcontinent Including Pakistan
1.3 Companies Act 1913 As A Basic Legal Document
1.4 Development Of Companies Law In Pakistan
1.5 Enactment Of Companies Act, 2017 & Its Salient Feature
1.6 Schedules Of Companies Act, 2017
1.7 Company-Its Etymology & Definition
1.8 Company-Definition As Per Companies Act, 2017

Chapter 02 Kinds Of Companies-Its Nature And Formation
2.1  Company Limited By Guarantee

.2 Company Limited By Share
2.3 Foreign Company
2.4 Holding Company
2.5 Listed Company
2.6 Modaraba And Modaraba Company
2.7 Private Company
2.8 Public Company
2.9 Public Interest Company
2.10 Public Sector Company

Chapter 03 Company As A Person
3.1 Company-Juristic Person

3.2 Artificial Person Vs. Natural Person
3.3 Solomon Vs. Solomon & Co Ltd-1897
3.4 Principal Of Separate Legal Entity – Leading Case Law
3.5 Corporate Law & Accountability

Chapter 04 Corporate Directors-Status
4.1 Corporate Directors- Natural Person

4.2 Process Of Selection Of Directors
4.3 Director As Defined In Companies Act, 2017
4.4 Leading Case Law And Other Opinions
4.5 Directors As Agents Of Company
4.6 Directors As Trustees Of The Company
4.7 Directors As Managing Partners/Managing Director/CEO
4.8 Are Directors Employee Of The Company?
4.9 Ineligibility Of Certain Person To Become Director
4.10 Minimum Number Of Directors Of A Company
4.11 Number Of Directorships
4.12 Appointment Of First Director
4.13 Retirement Of First Director & Subsequent Holding Of Office
4.14 Procedure Of Election Of Directors
4.15 Power Of The Court To Declare Election Of Directors Invalid
4.16 Term Of Office Of Directors
4.17 Fresh Election Of Directors
4.18 Removal Of Directors
4.19 Nominee Directors
4.20 Certain Provisions Not To Apply To Directors   Representing Special Interest
4.21 Consent To Act As Director To Be Filed With Company
4.22 Validity Of Acts Of Directors
4.23 Penalties
4.24 Restriction On Director’s Remuneration
4.25 Disqualification Of Directors By Commission
4.26 Personal Liability For Company’s Debts Where Acts While Disqualified
4.27 Prohibition On Assignment Of Office By Directors
4.28 Penalty Of Unqualified Person Acting As Director
4.29 Ineligibility Of Bankrupt To Act As Director
4.30 Liabilities Of Directors & Officers
4.31 Loan To Directors: Requirements Of Members Approval

Chapter 05 Director’s Concerns- Winding Up Of Companies
5.1 Liability Of Directors Whose Liability Is Unlimited

5.2 Power Of Court To Assess Damages Against Delinquent Directors
5.3 Liability For Fraudulent Conduct Of Business
5.4 Liability Under Section 397 And 398 Of Companies Act, 2017
5.5 Prosecution Of Delinquent Directors
5.6 Penalty For False Evidence And Other Penalty Provisions

Chapter 06 Independent And Non-Executive Directors
6.1 Historical Background And Definition

6.2 Duties And Role Of Independent Directors
6.3 Global Definition Of Independent Directors
6.4 Independent Directors And Companies Act, 2017
6.5 Importance & Rising Demand Of Non-Executive Directors
6.6 The Role Of Non-Executive Directors
6.7 Protection To Independent And Non-Executive Directors

Chapter 07 Board Of Directors (Legal Composition And Concept) 
7.1 The Traditional Role Of Board

7.2 Board Of Directors And Family Business
7.3 Changing Role & Boards Action In Core Areas
7.4 Power Of The Board
7.5 Role Of Board Of Directors In Corporate Governance
7.6 Duties To Establish Vision, Mission And Values
7.7 Duties To Set Strategy And Structure
7.8 Duties To Delegate To Management
7.9 Duties Towards Risk Management
7.10 Exercise Accountability To Shareholders And Be  Responsible To Relevant Stakeholders And Evaluation Of  Board Performance Under SECP Guidelines 
7.11 Board Committees
7.12 Board Committees Not To Add Routine Matters
7.13 Board Committee And Code Of Corporate Governance
7.14 Terms Of References (Tor) Of Committees Of Board
7.15 Tor-Audit Committee
7.16 Tor-Board Of Human Resources & Remuneration  Committee (Bhr&Rc)
7.17 Tor-Board Finance Committee
7.18 Tor- Board Strategy And Project Committee
7.19 Community Representation And Corporate Social Responsibilities
7.20 Proceeding Of The Board
7.21 Minutes Of The Meetings
7.22 Record Of Resolution And Meeting Of Board
7.23 Passing Of Resolution By The Directors Through Circulation

Chapter 08 Fiduciary Behaviour Directors, Good Faith And Other Skills
8.1 Scope And Importance Of Fiduciary Behaviour

8.2 Interested Director Not To Participate Or Vote In  Proceeding Of Board
8.3 Related Party Transactions
8.4 Other Considerations In Respect Of Fiduciary Duties
8.5 Conflict Of Interest And Duties
8.6 No Profit Rule
8.7 Breach Of Fiduciary Duties
8.8 Duties Of Subjective Good Faith
8.9 Duties Of Care, Skill And Diligence-How It Works
8.10 Elements Of Duties And Its Relation With Directors
8.11 Prohibition Regarding Making Of Political Contribution
8.12 Prohibition Regarding Distribution Of Gifts

Chapter 09 Doctrine Of Ultra Vires
9.1 Concept And Doctrine Of Ultra Vires

9.2 Is It Ultra Vires Or Illegal?
9.3 Ascertainment Of Ultra Vires
9.4 Judicial View Of The Doctrine
9.5 Primary Meaning Of Ultra Vires
9.6 Secondary Meaning Of Ultra Vires
9.7 Historical Case-Ultra Vires
9.8 Modern Meaning Of Ultra Vires
9.9 Corporate Social Responsibilities & Ultra Vires
9.10 Key Principles Of Ultra Vires Doctrine
9.11 Director’s Responsibilities And Ultra Vires
9.12 Exception To The Doctrine Of Ultra Vires
9.13 Judicial Re- Appraisal For The Parameters Of The Common Law Doctrine Of Ultra Vires

Chapter 10 Administration Of Internal Management And Contract
10.1 Doctrine Of Internal Management

10.2 Concept Of Contract Management And Its Administration
10.3 New Dimension Of Contract Management
10.4 Guiding Principles And Intended Behaviour-  Contract Management
10.5 Legislative Provision Regarding Investment, Contracts   And Duties Of Directors
10.6 Conditions When The Director Has No Authority  To Sign The Contract


Chapter 11 Corporate Governance
11.1 What Is Corporate Governance and Its Mainstream?

11.2 Recent Changes In Corporate Governance
11.3 Legislation And Development In Pakistan
11.4 Director’s Common Concerns And Similar Challenges
11.5 One Step Ahead The Regulatory  Corporate Governance Compliance
11.6 Anti-Money Laundering, Legal Implication And  Corporate Directors

Chapter 12 Whistleblowing
12.1 Whistleblowing & Historical Background

12.2 Whistleblowing As Last Line Of Defence
12.3 Factors To Be Considered For Whistleblowing
12.4 Understanding Vigil Mechanism
12.5 Leading Cases Of Fraud And Miss Appropriation
12.6 Should Anonymity Of Complaints Be Allowed In  Whistle-blower Programme?
12.7 Type Of Concerns Which Can Be Reported Through   A Whistleblowing Channel
12.8 Whistleblowing And Audit Committee
12.9 Protection Of Whistle-blowers
12.10 Worldwide Legislation On Whistleblowing
12.11 Whistle-blowers & Legislation In Pakistani- An Overview
12.12 Protection To The Whistle-blowers
12.13 Reward And Punishment To Whistle-blowers

Appendix

1500 (PKR)
1350 (PKR)