• Mr. Adnan Afridi, Managing Director, Karachi Stock Exchange (Guarantee) Limited
• Mr. Aftab A. Chaudhry, Secretary General , South Asian Federation of Exchanges and former Managing Director/CEO, Islamabad Stock Exchange (Guarantee) Limited
• Mr. Azam Faruque, CEO, Cherat Cement Company Ltd
• Mr. Fuad Azim Hashimi, President & CEO, Pakistan Institute of Corporate Governance
• Ms. Lubna Farooq Malik, Director (BSD), State Bank of Pakistan
• Mr. Masoud Naqvi, Chairman KPMG MESA & Senior Partner, KPMG Pakistan
• Mian Shakil Aslam, Managing Director/CEO, Lahore Stock Exchange (Guarantee)
• Mr. Moin Fudda, Country Director, Center for International Private Enterprise (CIPE)
• Mr. Pervez Ghias, CEO, Indus Motors Company Ltd
• Ms. Sadia Khan Executive Director, Delta Shipping (Pvt) Ltd & formerly of SECP
• Mr. Zaffar A. Khan, former director PICG and originator of the survey amongst boards of selected companies. Former CEO, Engro and Chairman PTCL, KSE and PIA.

Applicability of the Code:
• The Code and the recommendations for changes therein shall continue to be applicable to listed companies only. However, for companies other than listed companies, PICG's Taskforce strongly recommends that the Code should be made applicable to all other public unlisted companies that are not yet covered by the present Code of Corporate Governance. There is a need for a mechanism that ensures competitive neutrality and provides a governance structure to these (non-listed) companies. After having to address numerous queries in relation to the applicability of the Code to unlisted companies the Taskforce is of the opinion that it is essential to introduce the definition of a Public Interest Entity, which aims to capture all those bodies which would otherwise not fall in the category of a listed company but would be required to apply the provisions of the Code so as to have a better governance structure and regime. The Taskforce therefore has formulated the following definition for 'Public Interest Entity', which means an entity or company not being a listed company which:
  
  - is a corporation or company formed under any law in force and owned, wholly or partly, or controlled, whether directly or indirectly, by the Federal Government or a Provincial Government or the Chairman and/or the Chief Executive Officer or directors on the Board of Directors thereof are nominated or appointed by the Federal Government or a Provincial Government, as the case may be,or
  - is subject to any of the two following conditions:
  - has a paid up capital plus undistributed reserves of Rupees 500 million or more;
  - has an annual turnover of not less than Rupees 01 billion;
  - has total assets exceeding Rupees 1.50 billion as per the latest audited financial statements;
  
  Having an effective regulatory framework for non-listed companies would be one of the most important sources of corporate governance in Pakistan. As an alternative, optional guidelines could also be developed inorder to supplement the existing corporate governance framework. In this regard, PICG would be pleased to develop separate guidelines for the non-listed companies which shall essentailly cover areas specific to these companies only. This will no doubt have a positive effect on the development of Good Corporate Governance regime.

Board of Directors:
• The amendments proposed recognize that there must be a balance of executive and non executive directors on the board; in particular, emphasis is placed on the representation of independent directors and those representing minority interests. This is to ensure that the board includes directors who can exercise independent judgment since independent directors are not controlled by the dominant stakeholders and the management of the company. The Taskforce has additionally proposed a rather comprehensive and thorough definition of an 'Independent Director'.
• It is also proposed that, independent directors should represent not less than 1/3rd or 3, whichever is higher of the total members of the board. The percentage of independent directors needs to be increased and their names disclosed in the Annual Report. Such a mix is essential for the protection of interests of all stake holders.
• In accordance with the above recommendation, the proportion of the executive directors (including the CEO) should not be more than 1/3rd of the elected directors. This is to ensure effective representation of non-executive directors including independent directors on the board.