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awais akram

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He graduated from Whittier College in 1934
 Duke University School of Law in 1937,
He married Pat Ryan in 1940 and had two daughters Tricia and Joulie.
He and his wife, Pat Nixon, moved to Washington to work for the federal government in 1942.
He served in the United States Navy during World War 2
.
TOPIC


THANK YOU


Small and Medium Enterprises growth affected by various constraints in Pakistan

Quantitative study.
SPSS will be use to analyze the data that determine the correlation among variable of interest by calculating the percentages of responses of variables.
Descriptive statistic will be use to analyze the questionnaire to extract the responses.



Data Analysis


Research Methods for Data Collection : Data will be collected through questionnaire.
The questionnaire will have all the independent and dependent variable in it and we will use 7-scale Likert scale.
Field work/ Procedure : Prior to data collection firstly we will inform the respondent a day or week prior.


Pakistan is member of developing countries make use of SME prospective growth and boost performance in this sector(Razzaque, 1994).
There are three major challenges in front of SME that can be in any direction of competitiveness. These can be associated with their dimension, twists in marketplaces and administration rule involvements(Lall, 2000).

The encouragement of small and medium enterprises is measured as a famous move toward to sustainable growth(Nepal, et al., 2002).
Pro SME rules and policies has made in Acknowledgment of troubles of SMEs in developing countries. In such case basically government help is necessary which are provided in kind of monetary support and enhancement of institutions(Beck, Demirgüç-Kunt, & Levine, 2003).


LTERATURE REVIEW:


To find out to what extent internal constraints affect the growth of SMEs? To what extent external constraints affect the growth of SMEs?
There are many factors which affect growth of SMEs in Pakistan however in this study objective is to identify most important factor which hinders growth of SMEs only.



Objective of the Study:


Economy of Pakistan is in adverse condition and SMEs growth can make huge contribution in it. The study will be on Pakistani small and medium enterprises sector to identify various constraints and shall provide decision makers a rapid assessment so they can improve this sector as well economy.


RATIONALE OF STUDY

In Pakistan after agricultural sector SMEs sector is second most important sector without any kind of doubt.
Living standard of low and middle income people improved in Pakistan due to this sector.
In 2011 contribution in gross domestic product by SMEs is increased by ten percent in comparison of 2007.



The small medium enterprise sector is key performer that encourages:
Positive trade equilibrium,
Competitive advantage,
Greater export level,
Employment opportunities,
Increasing the economic growth.


Small Business Enterprises carry out key function in progress of any country irrespective of financial system of developing or developed economies.
These days, a country cannot acquire growth without vital role of SME and that is why economy for all time stays obliged to this sector.


INTRODUCTION



AMNA AKRAM
MC12-518

Target Population : will include the Small and Medium Enterprises in all over Pakistan but workers should be matured(20-60 years).
Sampling : Data shall be collected from SMEs from retail sector which are listed in SMEDA.
Sampling Technique : Simple random sampling method.

Research Methodology & Research Design

INDEPENDENT VARIABLES:
Access to finance
Lack of training and education
Stress
Lack of motivation
Lack of political stability
Bureaucracy
Lack of management
Access to public infrastructure
Inflation
DEPENDENT VARIABLE :
Growth of SMEs.

VARIABLES TO MEASURE ARE?

MY SELF
MADIHA ASIF
ELECTED DIRECTORS
The role of the elected board of directors in the governance of the company

A group of individuals that are elected as,
or elected to act as, representatives of the stockholders to establish corporate management related policies and to make decisions on major company issues.


WHO BOARD OF DIRECTORS ARE?

 stock corporations stockholders
highest authority.
 
non-stock corporation  no general voting

membership by the board itself.

Who select BOD ?

Accountability to shareholders.

Accountability for board operations.

Accountability for strategic decisions and
performance.

Board Accountability

Board systems

One-tier system Two- tier system




English model German model




Both management& two separate
Functions:
monitoring function. BOD &
supervision.




If a company operates under the one-tier board system:
governed by a unified board performing both management and supervisory.
at least five members and no more than 11.
independent members.
Since 2006 – when the one-tier system was introduced in few public companies limited by shares in Hungary
One-tier system

Under the two-tier system:
 there are two separate boards, an executive board for day-to-day business and a supervisory board (elected by the shareholders) for supervising the executive board.

Two-tier system

In some European union and Asian countries.
The process for running a board are called the board process, includes:
The selection of board members
The setting of clear board objectives
The mutual creation of an agenda for the meeting
The creation and follow-up of assigned action items.
The assessment of the board process through standardized assessments of board members, owners, and CEOs.

BOARD PROCESS
A board of directors has the authority to conduct its actions
based upon authority given to the board. This power usually
derives from the bylaws that indicate the specific
matters the board can and cannot oversee.
For-Profit Corporate Board of Directors
A for-profit corporate board of directors must be aware of certain issues.
Initially, the for-profit board has to keep a watchful eye on the CEO of the corporation.
Furthermore, for publicly-held corporations, the for-profit board must have responsibility for fiscal matters and all spending issues.

HOW BOARD RECEIVE AUTHORITY
Not-for-Profit Board of Directors
A non-profit corporation serves a charitable, literary, religious, educational or other type of purpose.
As a result, the board of directors must be aware of certain corporate duties which are unique to the
non-profit board.
The board has to take action to protect its tax exempt status, maintain financial stability and resources in order to operate, and to stay true to its non-profit cause.



AMNA AKRAM
MYSELF
ELECTION AND REMOVAL
DIRECTOR AS AGENT: A company is an artificial person acts through its directors. In the eye of law they are the agents.
Directors as employees: they are not employees or servants of the co. However if they enter into a contract of service they can be treated as employees.
Directors as officers: they can be treated as officers and are liable to certain penalties if the provisions of the act is not complied with.
Directors as trustees: they are the trustees of companies money & property and for the powers entrusted to them.

POSSITION OF A DIRECTOR

As a matter of law a corporation must have a board of directors so ,the board of directors is required by law. 
Not only is it required by law, your investors (especially when you raise venture capital) will also expect to be directors on your board.
So the short answer is yes your organization need a board of director.


DO WE NEED BOARD OF DIRECTORS?

Appointment of Directors

The person appointed must:-
Consent to the appointment

be an individual and not a company

At least 18 years old

Not disqualified from being a director

Who can be appointed
as a director?

The first directors of a company shall be named in the Memorandum and Articles of Association (M&A).

The first directors are deemed to have been appointed on the incorporation of the company.

The first directors will hold office until the first Annual General meeting (AGM) where they will retire.

Appointment of Directors

Any subsequent appointment is governed by the M&A
and they are usually appointed by the directors
themselves for filling of casual vacancy or as an additional director.

The Articles of the company usually provides
that directors appointed to fill casual vacancies
or as additional directors shall hold office until
the next AGM where they shall be eligible for re-election.


Appointment of Directors

May arise as a result of : -
Death;
Insanity;
Resignation;
Disqualification due to absence from board meetings;
Bankruptcy
Failure to obtain qualification shares
Becomes prohibited from being a director by
reason of an order made under the Act.

Casual Vacancy

Appointment by the company
Appointment of directors by directors
Appointment by third parties
Appointment by proportional representation
Appointment by central government

Appointment of directors can be done by!



Resignation of Directors


The office of director shall become vacant if the director –
resigns his office by notice in writing to the company;

Resignation of Directors

A director may not resign if his resignation will leave the company with less than 2 directors, or with no directors.

Therefore, the last 2 directors of a company may not resign.

However, a person who is disqualified from being a director by the Articles, may resign notwithstanding that he is one of the last 2 directors, since continuing in office would be an offence.


Resignation of Directors

RETIREMENT OF DIRECTORS
The Articles of the company will usually contain provisions relating to retirement by rotation.

The purpose is to give the shareholders an opportunity to review the directors performance
and to replace them, if necessary.



Retirement by Rotation

At the first AGM. all directors shall retire from office.
At the subsequent AGM, one third of the directors for the time being shall retire from office.
The directors who have been longest in office since their last election shall retire.



Retirement by Rotation


The Articles usually provide that the retiring director shall be eligible for re-election.
However, a company may elect some other person in place of the retiring director at the meeting.



Retirement by Rotation

Breach of FIDUCIARY DUTIES :
Do not exercise powers honestly.
Make secret profit.
Breach of duties of care skill and diligence.
Breach of other duties: does not attend meetings and disclose interest etc..

Removal of Directors can be due to:

REMOVAL OF DIRECTORS
Removal by other directors

It is not possible for directors of a public company to remove another director.
This is prohibited by companies Act 1932.

Removal of Directors

Removal by members
Resolutions coupled with special notice in
Companies Act 1932 gives the members of a corporation the power of control over the directors.

The members can remove a director by giving special notice to the company to remove him, (usually a simple majority) notwithstanding any provision in the Articles.



Removal of Directors


Member may remove a director by ordinary resolution before the expiration of his term of office.
The 28 days grace period is to allow the directors who are to be removed time to prepare for their defenses.
If the twenty-eight days grace period was not complied with,the resolution shall not be effective.






Removal of Directors

Shareholder oppression occurs when the majority shareholders in a corporation take action that unfairly discriminate the minority.
Minority shareholders are discouraged in appointment and removal of directors.
REMEDIES:
An oppressed minority shareholder can ask the court to dissolve the corporation or to hold the corporation's leaders accountable for their fiduciary responsibilities.

Minority shareholders

MEHVISH CHUHAN
MYSELF
The purpose of the no conflict rule is

To ensure directors carry out their tasks like it was their own interest at stake
Accept no benefits from third parties
Strict rule for transactions by a company with another party in which directors have an interest


Duty to take no third party benefits

Directors must display
Care
Skill
competence
that is reasonable for somebody carrying out
the functions of the office, and if a director has
any special qualifications an even higher
standard will be expected.

Duty Of Care 

Duties of Board of Directors

The problems that arise when the desires or
goals of the principal and agent are in conflict,
and the principal is unable to verify .



Why Problem Arises


The difficulties in motivating one party (the
"agent"), to act in the best interests of another
(the "principal") rather than in his or her own
interests

Principal–Agent Problem

Directors must "promote the success of the
company".
Decisions should be taken in the interests of
Members
Employees
Suppliers
Environment
General Community
Creditors

Duty To Promote Company Success 

when directors are on both sides of a proposed
contract it is a default requirement that they
disclose the interest to the board, so that
disinterested directors may approve the deal.

Duty to Disclose Self-dealing

Parker v McKenna (1874-75)
Famous UK company law case
concerning the rule against having any conflict of interest


Prior Case

As fiduciaries, the directors may not put
themselves in a position where their interests
and duties conflict with the duties that they owe
to the company. 

Duty to Avoid Conflicts of Interest 

The "objective plus subjective" standard.

First Applied applied in Re D'Jan of London Ltd

Prior Cases



Privy Council decision of Howard Smith Ltd v Ampol Ltd [1974] AC 821.

Prior Proper Purpose Cases

Directors must exercise their powers for a Proper Purpose

Prior proper purpose cases often involved directors:
Plundering the company's assets for personal enrichment
Acts like Poison Pill

Duty to Act for Proper Purpose

Duties of Board of Directors

The problems that arise when the desires or
goals of the principal and agent are in conflict,
and the principal is unable to verify .



Why Problem Arises


The difficulties in motivating one party (the
"agent"), to act in the best interests of another
(the "principal") rather than in his or her own
interests

Principal–Agent Problem

Directors must "promote the success of the
company".
Decisions should be taken in the interests of
Members
Employees
Suppliers
Environment
General Community
Creditors

Duty To Promote Company Success 

when directors are on both sides of a proposed
contract it is a default requirement that they
disclose the interest to the board, so that
disinterested directors may approve the deal.

Duty to Disclose Self-dealing

The purpose of the no conflict rule is:

To ensure directors carry out their tasks like it was their own interest at stake
Accept no benefits from third parties
Strict rule for transactions by a company with another party in which directors have an interest


Duty to take no third party benefits

Parker v McKenna (1874-75)
Famous UK company law case
concerning the rule against having any conflict of interest


Prior Case

As fiduciaries, the directors may not put
themselves in a position where their interests
and duties conflict with the duties that they owe
to the company. 

Duty to Avoid Conflicts of Interest 

The "objective plus subjective" standard.

First Applied applied in Re D'Jan of London Ltd

Prior Cases

Directors must display
Care
Skill
competence
that is reasonable for somebody carrying out
the functions of the office, and if a director has
any special qualifications an even higher
standard will be expected.

Duty Of Care 



Privy Council decision of Howard Smith Ltd v Ampol Ltd [1974] AC 821.

Prior Proper Purpose Cases

Directors must exercise their powers for a Proper Purpose.
Prior proper purpose cases often involved directors:
Plundering the company's assets for personal enrichment
Acts like Poison Pill.

Duty to Act for Proper Purpose

MEHVISH CHAUHAN
MYSELF
Full transcript