Two-Tier Corporate Governance Model for Pakistan

Abstract

The main purpose of this study was to formulate a model of corporate governance suitable for the Pakistani environment. For this the corporate governance models like Anglo-US, German and Japanese working for the companies of developed and developing nations were critically reviewed. After studying the pros and cons of these models, a hybrid model for Pakistani companies was proposed. According to this model, two-tier boards’ i.e. supervisory board and management board have been suggested instead of one-tier board. Entire supervisory board will be comprised of non-executive directors (NEDs) whereas management board will consist of only executive directors (EDs). These boards will together constitute a joint board headed by a chairman (an INED) who will also head the supervisory board and management boards. Supervisory board will conduct its affairs with the help of subcommittees. The hybrid model would aim to fill the board room in the sense of ensuring the balance of representation, talents, power and attitude which is the prime source of poor corporate governance in Pakistan.

Keywords: Corporate Governance, Two-tier boards, hybrid CG model, Pakistan