ISLAMABAD: The Power Division Thursday notified Board of Directors (BoDs) of three more power Distribution Companies (Discos) after formal approval of the Cabinet.
On April 13, 2021, the Power Division apprised the Cabinet that there were ten Distribution Companies (Discos) under the administrative control of Ministry of Energy (Power Division). These Discos are Public Sector Companies (PSC) as defined under Section 2 (1) (54) of the Companies Act, 2017 and Rule 2(1) (g) of the Public Sector Companies (Corporate Governance) Rules, 2013 (CGR).
Since, the Federal Government owned these Discos, it had the power to nominate all directors on their BoDs (Section 165 of the Act). In terms of rule 3 (1) of the CGR, Directors of a PSC have to possess requisite range of skills, competence, knowledge and experience so that BoD as a group includes core competencies and diversity considered relevant in the context of the functions of the PSC. Rule 3 (2) of the CGR lays down that the Board shall have at least 1/3 of its total members as Independent Directors. Section 166 of the Act provides that such independent directors shall be selected from a data bank containing names etc. of the persons who are qualified and willing to act as independent directors, maintained by an institution as may be notified by the Securities and Exchange Commission of Pakistan. Pakistan Institute of Corporate Governance is such an institution and maintains a data bank of independent directors on its website.
Earlier, the Power Division after consulting Law Division, reconstituted BoDs of six Discos (Fesco, Iesco, Lesco, Hesco, Pesco and Qesco) wherein the composition of BoD comprised twelve members in total including two consumers’ representatives from civil society on each BoD. The Power Division proposed to increase the composition by adding one more consumer representative from Civil Society on each BoD of these Discos.
The Boards of Directors of three remaining Discos (Gepco, Mepco & Sepco) had also completed their tenures whereas Tesco was being managed by Pepco. While proposing the nominations of independent members on the Boards of the four remaining Discos, Power Division under the guidance of Special Assistant to the Prime Minister on Power, reliance had been placed on their enlistment with the Pakistan Institute of Corporate Governance (PICG), their CVs and an affidavit from each proposed nominee that they fulfill the fit and proper criteria as required under the law and rules.
Accordingly, the composition for each of the Board of the said Discos along with CVs of the independent directors was proposed. It was pointed out that the proposed composition of the BoD for Tesco was exactly the same as that of Pesco.
The composition of Mepco Board is as follows; (i) Jalil Tarin(Independent Director/Chairman; (ii) Shafiq ur Rehman;(iii) Commodore Muhammad Siddiq (retired); (iv) Nauman Siddiqui; (v) Sardar Naufil Mahmud; (vi) Malik Ahmad Jalal; (vii, viii & ix)) three consumer representatives of civil society;(x) representative of Power Division(AS/JS/DS; (xi) representative of Finance Division ( not below BS-19); (xii) representative of energy department of Punjab and; (xiii) CEO Mepco.
The composition of Gepco Board is as follows: (i) Commodore Muhammad Siddiq(retired) ( Chairman);(ii) Suhail Anwar;(iii) Nadia Rehman; (iv) Syed Iftikhar Ali;(v) Shafiq-ur-Rehman; (vi) Sardar Naufal Mahmud; (vii, viii & ix) three representatives of consumers; (x) representative of Power Division(AS/JS/DS; (xi) representative of Finance Division (not below BS-19); (xii) representative of energy department of Punjab and; (xiii) CEO Gepco.
The composition of Tesco is as follows; (i) Amir Zafar (Chairman/Independent Director); (ii) Hafeez ur Rehman; (iii) Ali Zain Banatwala; (iv) Mohin Khan; (v) Syed Karamat Ali Rizvi;(vi) Sultan Mazhar Sher;( vii, viii & ix) three representatives of consumers ;(x) representative of Power Division(AS/JS/DS; (xi) representative of Finance Division ( not below BS-19); (xii) representative of energy department of KP and; (xiii) CEO Tesco.
The composition of Sepco Board is as follows; (i) Syed Akbar Ali(Chairman); (ii) Zahid Hanif Chaudhry; (iii) Mahreen Khan;(iv) Aslam Khan; (v) Muhammad Qamar; (vi) Jalil Tarin; (vii, viii & ix) three representatives of consumers ; (x) representative of Power Division(AS/JS/DS; (xi) representative of Finance Division (not below BS-19); (xii) representative of energy department of Sindh and; (xiii) CEO Sepco.
The representatives of civil society on the respective boards of Discos will be notified in due course of time.
During discussion in the Cabinet meeting, the members enquired about the appointment of Directors from civil society to represent the consumers. It was stated that summary for the appointment of remaining Directors of these Discos would be placed before the Cabinet in its next meeting.
