ISLAMABAD: The Power Division has notified new Board of Directors (BoD) of National Transmission and Despatch Company (NTDC) with Naveed Ismail, former CEO, Karachi Electric (KE) as its Chairman.
NTDC managed 220KV and 500KV grid stations and was responsible for the construction and maintenance of transmission line network covering the entire country.
The NTDC BoD was constituted with the approval of Prime Minister on October 17, 2016 with the following composition of independent members: (i) Babar Iqbal; (ii) Ajmal Jameel; (iii) Ghiasudin Ahmad;(iv) Mahfooz ur Rehman Pasha; (v) Wazir Ali Bhayo and; (vi) Nasir Gulzar whereas non-independent members were, (i) Additional Secretary, Power Divison; (ii) Joint Secretary (Transmission), PD; (iii) Managing Director, PPIB and: (iv) Managing Director, NTDC.
Under the Rule-161 of the Companies Act 2017 and Rule 3A of the Public Sector Companies Corporate Governance Rules 2013( amended as on 2018), the three-year term of the BoD of NTDC expired on October 16, 2019.
Power Division had undertaken an exercise to re-constitute the Board of Directors of NTDC to ensure compliance to Corporate Governance Rules and for better management and performance of NTDC. The potential candidate for NTDC BoD had been identified from the databank of Pakistan Institute of Corporate Governance (PICG) as per Section 166 of the Companies Act, 2017.
In terms of rule 3 (1) of the CGR, Directors of a Public Sector Company (PSC) have to possess requisite range of skills, competence, knowledge, experience and approach so that BoD as a group includes core competencies and diversity considered relevant in the context of the functions of the PSC. Further, in terms of Section 2 (1)(54) of the Companies Act 2017 read with Rule 2 (l)(g) of the CGR, the Government has power to elect, nominate or appoint majority of directors of a PSC. Moreover, under Section 165(1)(3) of the Companies Act 2017 a director of a PSC shall hold office with the pleasure of the nominating body.
In view of the above, the Power Division proposed that the Board of Directors of National Transmission & Despatch Company Limited (NTDC) may be constituted with the following composition of independent Directors and Naveed Ismail may be nominated as Chairman in terms of Section 4(4) of Public Sector Enterprises Corporate Governance Rules: (i) Naveed Ismail (Chairman); (ii) Ali Zain Banatwala;(iii) Nauman K. Dar; (iv) Almas Hyder and; (v) Haroon Jan Baraylay. The non-executive members will be:(i) Special Secretay/Additional Secretary Power Division; (ii) Member (Energy) Planning Commission; (iii) Joint Secretary (Transmission), Power Division; (iv) Managing Director PPIB; (v) CEO, CPPA-G and; (vi) Managing Director, NTDC( Executive Director).
While submitting the summary to the Prime Minister, Power Division relied on the CVs and enlistment with the Pakistan Institute of Corporate Governance as a means to ascertain compliance with fit and proper criteria. All proposed independent members would have to furnish an affidavit that they fulfill the criteria as stipulated under the Companies Act and the updated Rules.
Insiders claim that most of the members of Discos BoD have experience of generation but not distribution due to which performance of companies will suffer. Secondly, some Board members like Hasnain Haider and Ali Zain Banatwala have been given representation on multiple boards, which are raising eyebrows of those experts who are closely monitoring the power sector affairs.
Copyright Business Recorder, 2021