The government has decided to restructure the board of directors of Sindh Infrastructure Development Company Limited (SIDCL).

It has appointed two board directors whereas de-notified five directors from SIDCL board of directors.

The government will re-notify the board of directors after incorporating these changes in structuring of the company board. The Planning, Development & Special Initiatives Division apprised the cabinet that the SIDCL was a public sector company, solely owned by the government of Pakistan and registered under the Companies Act, 2017. SIDCL was established in June 2015, to execute infrastructure development projects in Sindh. The current SIDCL board was notified on April 2, 2019 after approval of the federal cabinet.

The composition of the board of directors, as per Corporate Governance Rules 2013, consists of executive and non-executive directors including independent directors and those representing minorities with requisite competency, skill, knowledge, experience and approach, so that the board as a group includes core-competencies and diversity being relevant and the context of public sector company. At least one-third of its members shall be independent directors.

The existing board included two members from NED University. The board also included two members from Karachi administration, namely Municipal Commissioner, Karachi Metropolitan Corporation and Commissioner, Karachi Division. The presence of more than one member from similar backgrounds and organisations undermined possible diversity of the board. The board did not meet the required number of independent directors as only five out of 17 of its members were independent directors. The board also included Cabinet Division additional secretary, as SIDCL was under the Cabinet Division at the time of the constitution of the board.

SIDCL had now been transferred to the Ministry of Planning, Development and Special Initiatives. The planning secretary was already a member of the SIDCL board.

Independent director Adnan Asdar had also resigned from the membership of the board, as conveyed by SIDCL. His resignation needed to be approved and membership de-notified. Prime Minister’s Office joint secretary had also been from the board. Therefore, it was prudent to restructure the board to allow more diversity, make it more efficient and to comply with requirements stipulated in Corporate Governance Rules 2013.

The SIDCL had, therefore, proposed changes regarding its members. It had proposed individuals to be appointed as independent members on the board.

It recommended former federal secretary Rabia Javeri Agha, and UBL CFO Aameer Karachiwalla.

It also recommended some directors to be de-notified from the board. The BOD SIDCL after incorporating the above changes would be re-notified. The prime minister had approved to place the proposal before the federal cabinet. In this regard, the cabinet considered the summary titled ‘Restructuring of Board of Directors (BoD) of SIDCL’ submitted-by the Planning, Development and Special Initiatives Division, and approved the proposal.

Published in The Express Tribune, August 18th, 2021.

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