1. APPROVAL OF xTH BOARD OF DIRECTORS MEETING
Notes to the agenda
The minutes of xth Board of Directors meeting (annexed at A) are required to be approved by resolution and signed by the Chairman.
Notice of resolution
“RESOLVED THAT the minutes of the xth Board of Directors’ meeting dated MONTH DD, YEAR be and hereby approved.”
2. RECEIVE, CONSIDER AND ADOPTION OF FINANCIAL STATEMENTS
Notes to the agenda
Balance Sheet as at MONTH DD, YEAR and the Profit and loss Accounts, Statement of other comprehensive income, Statement of Cash Flows together with the note to the accounts for the year ended MONTH DD, YEAR , along-with the Draft Auditor Report, and Letter to the Board of Directors. (Annexed at )
Notice of resolution
“RESOLVED THAT pursuant to the provisions of section 241 and any other applicable provisions of the Companies Ordinance, 1984 the Balance Sheet as at MONTH DD, YEAR and the Profit and loss Accounts, Statement of other comprehensive income, Statement of Cash Flows together with the note to the accounts for the year ended MONTH DD, YEAR as placed before the Board and initialed by the Chairman for the purpose of identification be and is hereby approved and Mr. ABC, Managing Director and Mr. (name to be decided by the board), Director be and are hereby authorized to sigh the same for and on behalf of the Board of Directors of the ABC Corporation (hereafter referred as “Corporation”).”
“RESOLVED FURTHER THAT Mr. XYZ, Chief Financial Officer of the Corporation be and is hereby authorized to submit the same for and behalf of the Board of Directors of the Corporation to M/s XX, Chartered Accountants, the Auditor of the Company for their signature and Report thereon.”
3. APPOINTMENT OF EXTERNAL AUDITORS
Notes to the agenda
The Auditor M/s. XX, Chartered Accountants audited accounts of Corporation for the period ended YEAR and for the year ended YEAR and YEAR. They have shown their consent for the reappointment (Annexed at ), they may be appointed for the year 2011-12 as auditor of the Corporation. The Auditor remunerations for the year 2010-2011 is Rs.XX,XXX while the 10% increase has been requested by the auditor. (10% amounting to Rs.X,XXX, total amounting to Rs.XX,XXX)
Notice of resolution
“RESOLVED THAT M/s XX, Chartered Accountants the retiring Auditors be and hereby recommended to be the Auditors of the Corporation to hold office until the conclusion of the next Annual General Meeting and that they be paid a fee Rs. XX,XX (Rs. in words Only) for Auditing the Accounts of the Corporation.”
4. CONSTITUTION OF AUDIT COMMITTEE & APPROVAL OF AUDIT COMMITTEE CHARTER
Notes to the agenda
The Audit Committee of ABC Corporation ("Corporation") shall provide assistance to the Board of Directors ("Board") in the general oversight of corporate accounting, financial reporting processes and practices of the Corporation, the quality and integrity of the financial reports of the Corporation, and the Corporation's internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the directors, the external auditors, the internal auditors, and the financial management of the Corporation. This committee shall have its charter for the purpose term as “Audit Committee Charter” (Annexed at ).
Notice of resolution
"RESOLVED THAT consent of the Board of directors of the Company be and is hereby given for the constitution of the Audit Committee consisting of the following by virtue of the designation, who are the Directors of the Company:
(Designation to be decided by the board) (Director)
(Designation to be decided by the board) (Director) and
(Designation to be decided by the board) (Director)”
“RESOLVED FURTHER THAT the Audit Committee Charter as tabled at the meeting initialed by the Chairman for the purpose of identification be and are hereby approved."
“RESOLVED FURTHER THAT Chief Financial Officer be and is hereby authorized to act as the coordinator and facilitator for the smooth functioning of the Audit Committee."
RESOLVED FURTHER THAT Company Secretary be and is hereby authorized to render secretarial support for the smooth functioning of the Audit Committee."
5. APPOINTMENT OF INTERNAL AUDITORS AND APPROVAL OF INTERNAL AUDIT CHARTER
Notes to the agenda
The Internal Auditor M/s. YY, Chartered Accountants performs the internal audit function of Corporation from Month YEAR till MONTH YEAR . They may be appointed for the period of one year from MONTH DD, YEAR till MONTH DD, YEAR at remuneration of Rs.YY,YYY per month. The annexed internal audit charter is required to be approve (annexed at ).
Notice of resolution
“RESOLVED THAT internal audit reports for the quarter ended MONTH DD, YEAR , MONTH DD, YEAR , MONTH DD, YEAR and MONTH DD, YEAR together with the covering letter as placed before the Board and initialed by the Chairman for the purpose of identification be and is hereby received, Mr. XYZ, Chief Financial Officer is directed to streamline the functions in accordance with the report and auditors recommendations and Mr. ABC, Managing Director is directed to monitor the function of the department in order to achieve the objectives of the abovementioned Order.”
“RESOLVED FURTHER THAT, M/s YY, Chartered Accountants be and is hereby appointed internal auditor of the Corporation at remuneration of Rs.YY,YYY per month for the term of one year and that they should report directly to the Chairman Audit Committee and to coordinate with the Corporation Auditors, Managing Director and Chief Financial Officer in order to achieve the objectives of the abovementioned Order.”
“RESOLVED FURTHER THAT the annexed Internal Audit Charter be and is hereby approved duly initialed by the chairman for the purpose of identification and Mr. ABC, Managing Director be and is hereby authorized to sign the Internal Audit Charter for and on behalf of the Board of Directors of the Corporation.”
6. RECEIVE AND CONSIDER THE INTERNAL AUDIT REPORTS
Notes to the agenda
The Internal Auditors M/s YY, Chartered Accountants was rendering their services to the organization since MONTH DD, YEAR :
They have submitted the following reports to the Board of Directors for consideration:
Internal audit report for the quarter ended
· MONTH DD, YEAR
· MONTH DD, YEAR
· MONTH DD, YEAR
· MONTH DD, YEAR
· MONTH DD, YEAR and
· MONTH DD, YEAR
7. RECEIVE, CONSIDER AUDIT REPORT OF AUDITOR GENERAL PAKISTAN
Notes to the agenda
The Auditor General Pakistan via (xxxx) audited the Records of Corporation:
They have submitted their report annexed at for your kind consideration.
8. AD HOC ALLOWANCE GRANT OF XX% INCREASE UNDER AD-HOC ALLOWANCE VIDE FINANCE DIVISION (REGULATION WING) XXXXXX.
Notes to the agenda
The President of Pakistan sanctioned xx% ad-hoc relief for the YEAR to Govt. Civil & Contract employees from MONTH DD, YEAR (Annexed at ). The same may be granted to Corporation regular, contract employees and employees on deputation. This will cost to the corporation approximately Rs.YY,YYY per month.
Notice of resolution
“RESOLVED THAT pursuant to the xxxxxx of Finance Division (Regulations wing) Government of Pakistan, the ad hoc relief allowance YEAR as specified, be and is hereby adopted and approved for the contract, regular employees of Corporation and employees on deputation presented on MONTH DD, YEAR the benefit will be given retrospectively from MONTH DD, YEAR .”
9. ADOPTION OF COMMON SEAL OF THE CORPORATION
Notes to the agenda
The Corporation requires a common seal that would be affixed in the Agreements and Contracts signed on behalf of the corporation with the prior approval of the Board of Directors.
Notice of resolution
“RESOLVED THAT the common seal of the Corporation as placed by the Managing Director and approved by this meeting and an impression of which has been taken at the margin of the minutes be and is hereby adopted as the common seal of the Corporation.”
10. CHANGE OF CHEQUE SIGNATORIES
Notes to the agenda
Currently the cheques are being signed by the Accounts Officer and the Managing Director in all cases, the change is proposed to strengthen the internal control over the and to overcome the internal control deficiencies and fulfill the internal control requirement of succession plan. This will enhance the monitoring and approving role of the Chief Financial Officer over the process.
Notice of resolution
“RESOLVED THAT the common seal of the Corporation as placed by the Managing Director and approved by this meeting and an impression of which has been taken at the margin of the minutes be and is hereby adopted as the common seal of the Corporation.”
RESOLVED FURTHER THAT Chief Financial Officer and Head of Administration Department (with their specimen signatures attached hereto as Annexure) and are hereby added to the list of authorized bank signatories, authorized to negotiate, finalize and execute the above mentioned Letter of Mandate and documents on behalf of the Corporation and do all such acts, matters, deeds and things and to do all such acts to honour the terms of the Put Option Agreement pertaining to the Maturity Reserve Account and to execute all documents and to take all steps and do all things and give such directions as may be required, necessary, expedient or desirable for giving effect to this Resolution, in the manner prescribed as follows;
Joint Class Signatory System should be adopted by the Corporation. This shall be classified in group A and B.
In Group A
Managing Director and in his absence Head of Admin would be the signatory from Group A.
In Group B
Chief Financial Officer and in his absence Accounts Officer would be the signatory from Group B and a signature from Group A and a signature from Group B shall be made compulsory."
11. APPROVAL OF ‘EXPENDITURE POLICY’, ‘ACCOUNTING AND DISCLOSURE POLICY’ ‘INVESTMENT POLICY’
Notes to the agenda
XXX
Notice of resolution
“RESOLVED THAT the ‘Accounting and Disclosure Policy’, ‘Expenditure Policy’ and ‘Investment Policy’ as placed before the Board and initialed by the Company Secretary for the purpose of identification be and is hereby approved and Mr.C, Managing Director and Mr. (name to be decided by the Board), Director be and are hereby authorized to sigh the same for and on behalf of the Board of Directors of the Corporation.”
12. SPECIFIC APPROVAL FOR ADDITION TO CAPITAL WORK IN PROGRESS AND ADDITION TO PROPERTY PLANT & EQUIPMENT
Notes to the agenda
XXX
Notice of resolution
“RESOLVED THAT the expenditures incurred on Addition to Capital Work in progress amounting to Rs.xx.xx million and Addition to Property Plant & Equipment amounting to Rs.xx.xx be and is hereby approved.”
13. AMENDMENT IN CLUSE NO. 31 OF SCHUDULE OF POWERS OF MANAGING DIRECTOR
Notes to the agenda
XXX
Notice of resolution
“RESOLVED THAT the clause xx under the title of Sanction of xxxx henceforth may be read as Full power up to Rs. xx,xx in each case with financial concurrence be and is hereby approved.”
14. APPROVAL OF MISSION, VISION AND CORPORATE STRATEGY
Notes to the agenda
XXX
Notice of resolution
XXX
15. NEXT BOARD OF DIRECTOR MEETING
Notes to the agenda
XXX
Notice of resolution
“RESOLVED THAT the xth Board of Directors meeting would be called and convened on …(Date)……….. at 11-30 a.m. at …..(Address)………. Company Secretary is directed to serve the agenda in compliance with the relevant provisions of the Companies Ordinance, 1984, Article of Association of the Corporation and any other rule if any applicable.”
16. NOTICE OF AGM
Notes to the agenda
XXXX
Notice of resolution
“RESOLVED THAT the Notice along with explanatory Statement for the xrd Annual General Meeting of the Corporation be convened on …(Date)……….. at 11-30 a.m. at …..(Address)………., as placed before the Board and duly initialed by the Chairman for the purpose of identification, be and is hereby approved and Mr. C, the Managing Director of the Corporation be and is hereby authorized to give notice of the Meeting together with the Financial Statements for the year ended MONTH DD, YEAR to the Members and the Auditor of the Corporation.”
