Improving public sector governance
By Zaffar A. Khan
PUBLIC sector corporations make up a sizable chunk of Pakistan’s business enterprises despite the significant privatisation that has taken place over the past two decades. The government even today is by far the biggest equity holder in listed companies as well as several other businesses that are not listed on our stock exchanges.
These massive assets are owned by the people of Pakistan who through their representatives in parliament empower the government of the day to take care of them efficiently and responsibly.
Some of the big corporations, such as OGDC, NBP, PTCL, PIA and the gas companies, are all substantially owned by the government whereas other entities such as Pakistan Steel are under total government ownership. To fulfil its obligation as a trustee the government appoints directors to the boards of these enterprises who under company law, statutes and the code of corporate governance are charged with managing these concerns.
Until a few years ago, the government appointed mostly serving bureaucrats and executives of the enterprises to their boards. Subsequently people belonging to different walks of life came to be appointed as representatives of the government’s shareholding. Drawn mostly from the private sector and including professionals, the board members were inducted with the idea of bringing in diversity in the governance of these enterprises. This arrangement works well provided the process of director appointments is well-considered.
My purpose in writing this article is to make some observations on the procedure of board appointments which has been in vogue for some years. I also have some recommendations to improve the governance process of our public sector enterprises. Having served on several public sector boards, I can draw from my experience.
The principal task of governing an enterprise rests with the board of directors and not with the shareholder — big or small. The shareholder is, however, fully empowered to appoint and under certain conditions remove the appointed director. The appointment may take place through a vote of shareholders or through a process of nomination. In either case, this is the most crucial role of the shareholder in influencing the enterprise in which it holds an investment. Shareholders who do not take the responsibility of nominating their directors diligently and choose to interfere in the running of the company usually cause serious problems. This has been happening in the public sector corporations in Pakistan.
Here are some recommendations to ensure that this does not happen. First, the process of appointments should be institutionalised and undertaken in a manner that is based on the collective judgment of a carefully constituted panel. Director appointments are not to be considered as dole handed out to friends and interest groups without due regard either for suitability of the person being nominated or the skill and experience required to run the enterprise.
Appointments should not be the prerogative of one person be it the prime minister, the president or the chairman of the ruling party. This is extremely important for we as a society are vulnerable to sifarish. Further, the temptation to use these institutions to pursue narrow political interests is a real threat to the long term viability and effectiveness of these entities. Cronyism especially makes these institutions vulnerable to such exploitation.
Second, the government should constitute a panel of eminent citizens with requisite backgrounds in business and public service to make recommendations for director appointments. If the government is confident it should make the selection panel as bipartisan as possible to create a better buy-in across the political divide.
The selectors should be tasked to consult with the key stakeholders of the public sector enterprise, which should include the ministry holding majority shareholder rights of the concerned entity, with a view to understanding the corporation’s issues and opportunities. The selection panel could be set up as a commission but it should not be turned into a bureaucratic organisation. It must have the ability to move fast, be independent, discreet and welcoming to potential director candidates.
Third, the selectors may articulate a ‘fit and proper’ criterion to guide them in their selection of candidates. Integrity, business and professional track record, time availability, mental fitness, etc are all important considerations. Further, the skill sets required by the board needs to be carefully considered by the selectors and matched.Fourth, the directors once appointed should not be removed following a change in government. Changes may be made upon completion of the normal term. In exceptional cases where premature removal is required on grounds of, say, a serious breach of trust, a predetermined procedure should be followed. Uncertainty of tenure can influence the director’s behaviour and may result in decisions not in the best interest of the corporation. Forcing or causing change mid term is not only disruptive for the organisation but it also undermines accountability of the board. Dramatic dismissals should be avoided unless there are sufficient grounds of impropriety.
Fifth, upon selection, the directors should receive a briefing on what are the issues and opportunities the ministry expects them to deal with as a member of the board. It should be borne in mind that once the director assumes responsibility he will need to mind the interest of the corporation before that of the nominating shareholder. Be that as it may, the ministry should set up mechanisms to gauge the performance of its nominee directors to gauge their contribution. Certain essentials such as attendance of board meetings, grasp of the issues, quality of participation in the meetings, etc would be the key factors. This assessment would be useful to determine renewal of term of the director.
Sixth, the directors should receive reasonable compensation for their services as they are expected to devote time, due care and bear responsibility for the enterprise. The compensation must not be excessive and must be fully disclosed. The directors should also be provided insurance to defray any litigation cost connected with their duties. This would of course exclude protection against cases of wilful neglect or fraud. Such measures would increase the pool of quality people to select from.
Seventh, the appointment of the CEO should be the prerogative of the board. This is fundamental to good governance. The CEO should look to the board for guidance and as the ultimate source of authority. Direct appointment of the CEO by the government, which at best requires the board to rubber stamp the nomination, undermines the board. In such situations the CEO knows that he is there at the pleasure of the government and as such may not take the board too seriously. Splitting the position of the chairman-cum-CEO is also highly desirable as these are two distinct responsibilities and the separation would be in keeping with basic principles of good governance.
A clean and well-thought-out appointment system at the board level is the first important step to good corporate governance of institutions in the public sector. We need to reform this area and it is not difficult to do.
The writer is former CEO Engro Chemical and former chairman PTCL, KSE and PIA.
zaffarak@yahoo.com


A defiant McCain
By David Usborne
A DEFIANT John McCain dismissed polling numbers that continue to show him trailing Barack Obama both nationally and in several key battleground states, predicting that, when all the ballots are counted after voting one week, he will emerge as the new president of the United States.
“You are going to be up very late on election night,” Senator McCain told Tom Brokaw of NBC’s Meet the Press on location in Iowa, one of several states that might normally vote Republican but which seems now to be tilting heavily towards Mr Obama. “I guarantee you that, two weeks from now, you will see it will have been a very close race and I believe we are going to win.”
The McCain-Palin ticket continues to fight against the headwinds created not just by the relentless barrage of discouraging polling numbers but also by the superior spending power of Mr Obama as well as a lengthening list of newspaper editorial boards siding against them and with the Democratic candidate.
Fighting despondency, Republicans remember that Mr McCain has often thrived as the political underdog and staged comebacks that only he has believed in, most notably last summer when his bid for the Republican presidential nomination was completely out of cash and had widely been written off as hopeless.
A new poll in Iowa gave Mr Obama a 54 to 39 per cent lead over Mr McCain. A Boston Globe poll in New Hampshire put Mr Obama ahead by the same margin. But Mr McCain said: “We are going to win, it’s going to be tight.” He cited a new Zogby-Reuters poll released on Saturday that gave Mr Obama only a five-point edge, after enjoying a 12-point margin just last Thursday.
— © The Independent


