ISLAMABAD HIGH COURT, ISLAMABAD

1. Short title, commencement and application.—(1) These rules may be called the Disposal of Vehicles and other Articles (Involved in the Narcotics Cases) Rules, 2013.

(2) They shall come into force at once.

(3) These rules shall apply to—

(a) articles other than narcotic drug, psychotropic substance or controlled substance, connected with narcotic offences under the Act and other things which are liable to speedy and natural decay; and

(b) vehicles, vessels and other conveyances used for the commission of narcotics offences under the Act.

2. Definitions.—(1) In these rules, unless there is anything repugnant in the subject to contest—

(a) "Act" means the Control of Narcotic Substances Act, 1997 (XXV of 1997);

(b) "articles" means and includes anything, other than conveyance or narcotic drug or psychotropic substances or controlled substance used in commission of an offence and seized, frozen or confiscated under the Act;

(c) "auctioneer" means the Headquarters Anti-Narcotics Force and includes the Regional Directorates Anti-Narcotics Force or other Law Enforcement Agencies or auction committees;

(d) "authority" means Director General, Anti-Narcotics Force or Head of other Law Enforcement Agencies or any other officer not below the rank (grade) of BPS-20 nominated by the authority;

(e) "bid" means the price offered at an auction by a bidder for vehicles or any article put to auction;

(f) "bidder" means the person who gives a bid;

(g) "conveyance" means a conveyance of any description whatsoever and includes any vehicle, vessel, ship, boat, aircraft, railways or animal used for the commission of an offence and seized, frozen or confiscated under the Act;

(h) "Director General" means the Director General of the Anti-Narcotics Force;

(i) "law enforcement agencies" means the members of the law enforcement agencies who are empowered to exercise the powers and performs the functions under Notification No. SRO 787(I)/2004, dated the 16th September, 2004; and

(j) "offer" means a private offer or tender submitted before or during the auction for acceptance of the bid;

(k) "Regional Director" means the Regional Director of the Anti-Narcotics Force; and

(l) "reserve price" means the minimum price acceptable to the authority for sale of a particular conveyance or article.

(2) The words and expressions used, but not defined herein, shall have the same meanings as are assigned to them in the Act.

3. Approval of vehicles and articles for auction.—(1) The concerned Regional Directorate, Anti-Narcotics Force or other Law Enforcement Agencies shall, after submission of challan, forward list of seized, frozen and confiscated case property or vehicles required to be auctioned to the Director General or Head of other Law Enforcement Agency for approval. The list of vehicles should contain the following details, namely:—

(a) first information report or case number;

(b) Court order or decision;

(d) condition of the vehicles;

(e) photograph of the vehicles;

(f) approximate market value; and

(g) reserve price.

(2) The Director General Anti-Narcotics Force or Head of other Law Enforcement Agency shall, on receipt of above information or on his own motion, pass orders directing the sale of seized, frozen or confiscated vehicles and shall approve, or cause the reserved price determined for each vehicle separately.

(3) The reserve price shall consist of the appraised price, duties or tax and any other charges.

(4) The reserve price committee shall consist of following officers:—

(a) Regional Director of concerned Regional
Directorate or an officer (BPS-20) of
concerned other Law Enforcement
Agencies. Chairman

(b) Joint Director (BPS-19) of respective
Regional Directorate or an officer
of (BPS-19) of other Law Enforcement
Agencies. Member

(c) Representative of Enforcement Directorate
Headquarters Anti-Narcotics Force
(BPS-18/19) or an officer of (BPS-18/19)
of other Law Enforcement Agencies. Member

(d) Mechanical Transport Officer or
Mechanical Transport Junior
Commissioned Officer of the
concerned Regional Directorate or an
officer of concerned other Law
Enforcement Agencies. Member

(e) Representative of Ministry of Narcotics
Control (BPS-19) or an officer of (BPS-19)
of concerned Ministry or Department of
other Law Enforcement Agencies. Member

(5) Reserve price i.e appraised price etc. for locally assembled or registered seized or confiscated vehicles to be ascertained or appraised by the reserve price committee by obtaining assessed prices based on type, model and physical ground conditions of the vehicles as per government rules or procedures, and the same will be forwarded to Headquarters Anti-Narcotics Force for approval by Director General Anti-Narcotics Force or Head of other Law Enforcement Agencies.

(6) Authority to approve Reserve Price for locally assembled or registered and imported vehicles having paid all Government taxes and properly registered shall rest with Director General Anti-Narcotics Force or an officer of BPS-20 of respective other Law Enforcement Agencies.

(7) Custom Duties and Taxes related to smuggled or imported un-registered vehicles be got appraised from custom authorities of respective Province by concerned Regional Directorate, Anti-Narcotics Force or the concerned office of other Law Enforcement Agencies and be included in reserve price of the vehicles.

(8) The articles liable to speedy and natural decay shall be sold or disposed of by the concerned Force Commander or officer of BPS-20 of other Law Enforcement Agencies with the approval of authority in writing after approval of the Court.

(9) All articles or vehicles may be put to bid in convenient lots so as to obtain the highest possible bid.

4. Auction Committee.—The auction committee shall consist of following namely:—

(a) Regional Director of respective Regional
Directorate or an officer of BPS -20
of other Law Enforcement Agencies. Chairman

(b) Joint Director (BPS-19) of respective
Regional Directorate or an officer of
(BPS-19) of other Law Enforcement
Agencies. Member

(c) Joint Director (Enforcement) or an officer
of BPS-19 of Other Law Enforcement
Agencies; or Deputy Director (Enforcement)
or an officer of BPS-18 of Other Law
Enforcement Agencies; or Assistant
Director (Enforcement) or an officer
of BPS-17 of other Law Enforcement
Agencies. Member

(d) Mechanical Transport Officer or
Mechanical Transport Junior
Commissioned Officer of the concerned
Regional Directorate or an officer of
concerned other Law Enforcement
Agencies. Member

(e) Representative of Ministry of Narcotics
Control (BPS-19) or an officer (BPS- 19)
of concerned Ministry or Department of
other Law Enforcement Agencies. Member

5. Duties of auction committee.—(1) The Chairman of the committee on receipt of clearance from Headquarters Anti-Narcotics Force or Headquarter of concerned Law Enforcement Agencies, shall ensure the following namely:—

(a) prepare detailed inventory schedule of each vehicles offered for auction; and

(b) prepare a list of vehicles to be auctioned indicating following:—

(i) vehicles, make, type, model and Registration;

(ii) first information report or case Number;

(iii) approximate market price;

(iv) reserve price;

(v) price at which auctioned (blank column);

(vi) remarks (blank columns); and

(vii) signatures of auction committee (blank column).

(2) Approval of the special Court, where the case is under trial shall be obtained prior to proceeding with the public auction. After the auction, the proceedings of auction of the articles or vehicles complete in all respects shall be submitted to the special Court concerned for record so as to form part of the Court proceedings.

(3) After giving advertisement in classified columns of at least three leading English language and Urdu language daily newspapers (preferably Sunday issue) and any local language of the area at least five to seven days in advance of the date of auction specifying:—

(a) date, time and place of auction in block letters;

(b) the general description of vehicles to be auctioned. No advertisement or public notice in newspapers shall be required in respect of left over vehicle already notified and such vehicles shall be put to re-auction on display of notice on appropriate place, reception or gate of Regional Directorate or the concerned office of other Law Enforcement Agencies. Notice board shall be made approachable to common man at least two days before the date of re-auction;

(d) due notice to the owner of articles or vehicles seized and frozen at least seven days in advance of the date of auction, giving the above details with a copy thereof to the special Court.

(4) Considering the vast area of Balochistan and location of police stations, Regional Directorate Balochistan (Quetta) for organizing separate auction at Dalbandin and Turbat shall also be advertised in two English language newspapers and two Urdu newspapers from Karachi.

(5) Concerned Regional Directorates or the concerned offices of the other Law Enforcement Agencies shall ensure that all documents of vehicles are complete prior to their auction. However, deficiency, if any, shall be completed through Police and Excise and Taxation Office concerned. In case after verification from Police and Excise and Taxation record, the vehicles are found stolen or bank leased then the same shall not be auctioned and confirmation of claimant of these vehicles shall be obtained through Provincial Inspector General of Police, Provincial Excise and Taxation offices and concerned banks. Subsequently the matter shall be referred back to the Court for obtaining fresh order or decision.

6. Qualification of bidder or tender.—A person, other than Anti-Narcotics Force personnel, or personnel of other Law Enforcement Agencies may participate in the auction by way of open bid, lender or re-bidding if he—

(a) holds a valid National Identity Card and submits an attested photocopy thereof;

(b) has not been disqualified by the authority to participate in auction; and

7. Manner of auction.—(1) Before the start of auction or bidding, the auctioneer shall announce the make, type, registration number and reserve price of vehicle.

(2) The auctioneer shall describe the procedure and rules prior to the start of auction.

(3) All auctions shall be on the principle of "as is, where is" basis.

(4) The first bid shall be not less than thirty per cent of the reserve price notified before, or at the time of auction.

(5) The bid amounts and the names of the highest and second highest bidders shall be recorded in the file maintained for that particular vehicle. Attested photocopies of National Identity Card as well as National Taxation Number of the successful bidder shall be kept in file.

8. Earnest money.—Twenty five per cent of the amount of the highest bid given at an auction shall be payable by the bidder in each case as earnest money immediately after the fall of the hammer, failing which the bid will be cancelled and the vehicles may be sold to the second highest bidder or the higher offer or re-auctioned as may be deemed appropriate.

9. Payment of amount.—(1) The balance of the amount of bid shall be paid by the successful bidder with in a period of three days (excluding holidays) of the final acceptance of the bid failing which the earnest money (i.e. twenty five per cent) deposited by the bidder shall be forfeited and the vehicle shall be sold in next scheduled auction.

(2) The concerned Regional Directorate, Anti-Narcotics Force or the concerned office of other Law Enforcement Agencies on receipt of whole amount of sale proceeds of auctioned vehicles and other articles involved in narcotics cases may deposit the amount in their respective administration fund for a maximum period of three months awaiting the approval of auction proceedings from the Director General, Anti-Narcotics Force or head of the respective Law Enforcement Agencies.

(3) The concerned Regional Directorate, Anti-Narcotics Force or the concerned office of other Law Enforcement Agencies on receipt of whole amount of the bid after approval of Director General or the Head of the Other Law Enforcement Agencies shall deposit in National Fund for Control of Drug Abuse after deduction of auction expenditures from sale proceed, incurred on account of auction proceedings including advertisement in newspapers, laboratory test charges, expenditures on transportation, rent of auction premises (if applicable), auctioneer fee and administrative arrangements and the amount received on account of duties and taxes shall be deposited in the relevant head of account/Government Treasury, after approval of Director General or the Head of the other Law Enforcement Agencies.

10. Delivery order.—(1) The authority concerned on receipt of the whole amount of the bid shall issue delivery order containing the following information namely:—

(a) name and National Identity Card of successful bidder;

(b) make and type of vehicle;

(d) model and registration number of vehicle;

(e) date and place of the auction;

(f) price at which vehicles is sold;

(g) the successful bidder shall present the delivery order issued to him to the concerned custodian Joint Director or the officer of BPS-19 of other Law Enforcement Agencies or Deputy Director or the concerned officer of BPS-18 of other Law Enforcement Agencies deputed for the purpose; and

(h) the custodian shall release the vehicle.

(2) Authority letter by respective Regional Directorate or respective offices of other law enforcement agencies shall be issued to the successful bidder addressed to Excise and Taxation Office for registration of auctioned vehicles within three months.

11. Disposal of tampered vehicles.—Vehicles with tampered chassis number will not be auctioned. However, tampered vehicles may be used by concerned departments or agencies or may be allocated to various Government Law Enforcement Agencies for operational or official use with the approval of Director General, Anti-Narcotics Force or head of respective other Law Enforcement Agencies, after approval and clearance from the Court. Separate series of registration numbers for such vehicles may be allocated by the Excise and Taxation Department. Those tampered vehicles which are at the stage of condemnation may be auctioned as scrap, with the approval of Director General, Anti-Narcotics Force or head of respective other Law Enforcement Agencies after approval and clearance from the Court. Auction of tampered vehicles as scrap shall be governed by these rules.

12. Use of vehicles for operational purpose.—(1) Regional Directorates or concerned offices of other law enforcement agencies, after the approval of Director General or, as the case may be, Head of the other law enforcement agency, may retain certain seized and confiscated vehicles after obtaining an order in writing of such vehicles from the Court for operational or, official purpose. Requirement in this regard shall be forwarded by respective Regional Directorate or the respective office of other law enforcement agency to the Director General or Head of other Law Enforcement Agency for approval.

(2) All charges incurred on preparation of registration books or documents and transportation or movement of such confiscated and seized vehicles shall be borne by the respective Regional Directorate or the respective office of the other Law Enforcement Agency. The respective Regional Directorate may take up the case for prior sanction of all such expenditure through Joint Director (Accounts), Headquarters Anti-Narcotics Force and an officer of BPS -20 of respective office of the other Law Enforcement Agency, its Account Officer may take up the case for prior sanction of all such expenditures. Amount of expenditures sanctioned by the Director General or the Head of other Law Enforcement agency shall be released by Joint Director (Accounts) and account officer of other Law Enforcement Agency.

13. Refund of sale proceed of vehicles or articles.—On finality of the case, if the vehicle or an article so sold is found not liable to confiscation by the Court, the entire sale proceeds thereof shall
be refunded to the owner through crossed cheque, after the approval
of the Federal Government or, as the case may be, Provincial Government.

14. Power of Director General and Head of other Law Enforcement Agencies to cancel auction.—(1) Notwithstanding anything contained in these rules, the Director General or the Head of other Law Enforcement Agency may—

(a) cancel the whole proceedings of an auction without assigning any reasons;

(b) accept or reject any bid or offer or auction at any time before the vehicles are delivered to the successful bidder or private offerer. He may also recall the proceedings and recover the vehicles even after delivery of vehicles if it is proved that there has been a deliberate attempt to cause loss to the public exchequer; and

(c) restrict or refuse the entry of persons to the premises where an auction is held or their taking part in the auction.

15. Rescission.—The Disposal of vehicles and other Articles (Involved in the Narcotics Cases) Rules, 2001, notified vide Notification No. S.R.O 582(I)/2001, dated the 13th August, 2001 and S.R.O 269(l)/2008, dated the 8th March 2008 are hereby rescinded.

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RULES, 2013

PUBLIC SECTOR COMPANIES (CORPORATE GOVERNANCE) RULES, 2013

[Gazette of Pakistan, Extraordinary, Part-II, 8^th March 2013]

S.R.O. 180 (I)/2013.—In exercise of the powers conferred by Section 506 of the Companies Ordinance, 1984 (XLVII of 1984) read with clause (b) of Section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), the Securities and Exchange Commission of Pakistan, with the approval of the Federal Government, is pleased to make the following rules, the same have been previously published vide Notification No. S.R.0.283(I)/2012 dated the 22nd March, 2012, namely:—

1. Short title, commencement and applicability.—(1) These Rules may be called the Public Sector Companies (Corporate Governance) Rules, 2013.

(2) They shall come into force after ninety days of the issuance of this notification.

(3) These rules shall apply to all Public Sector Companies, as defined in clause (g) of Rule 2.

(4) In the case of listed Public Sector Companies, where there is any inconsistency with the Code of Corporate Governance, the provisions of these rules shall prevail.

2. Definitions.—(1) In these rules, unless there is anything repugnant in the subject or context:

(a) "Board" means board of directors of a Public Sector Company;

(b) "Commission" means the Securities and Exchange Commission of Pakistan established under the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997);

(c) "Executive" means an employee of a Public Sector Company, who is entrusted with responsibilities of an administrative or managerial nature, including the Chief Executive and Executive Director;

(d) "Independent Director" means a Non-Executive Director who is not in the service of Pakistan or of any statutory body or any body or institution owned or controlled by the Government and who is not connected or does not have any other relationship, whether pecuniary or otherwise, with the Public Sector Company, its associated companies, subsidiaries, holding company or directors. The test of independence principally emanates from the fact whether such person can be reasonably perceived as being able to exercise independent judgment without being subservient to any form of conflict of interest.

A director shall not be considered independent if one or more of the following circumstances exist,—

(i) he has been an employee of the Public Sector Company, any of its subsidiaries, or holding company during the last two years;

(ii) he has, or has had within the last two years, a material business relationship with the Public Sector Company either directly or indirectly, or director of a body that has such a relationship with the Public Sector Company;

(iii) he has received remuneration in the two years preceding his appointment as a director or has received additional remuneration excluding retirement benefits from the Public Sector Company apart from director's fee or has participated in the Public Sector Company's share option or a performance-related pay scheme;

(iv) he is a close relative (spouse, lineal ascendants and descendants and brothers and sisters) of the company's promoters, directors or major shareholders;

(v) he holds cross-directorships or has significant links with other directors through involvement in other companies or bodies; or

(vi) he has served on the Board for more than two consecutive terms from the date of his first appointment provided that such person shall be deemed independent director after a lapse of one term;

(e) "Non-Executive Director" means a director of a Public Sector Company who is not entrusted with responsibilities of an administrative or managerial nature;

(f) "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984);

(g) "Public Sector Company" means a company, whether public or private, which is directly or indirectly controlled, beneficially owned or not less than fifty percent of the voting securities or voting power of which are held by the Government or any instrumentality or agency of the Government or a statutory body, or in respect of which the Government or any instrumentality or agency of the Government or a statutory body, has otherwise power to elect, nominate or appoint majority of its directors, and includes a public sector association not for profit, licensed under Section 42 of the Ordinance.

(2) All other terms and expressions used but not defined in these rules shall have the same meaning as are assigned to them in the Ordinance.

3. Composition of the Board.—(1) The Board shall consists of executive and non-executive directors, including independent directors and those representing minority interests with the requisite range of skills, competence, knowledge, experience and approach so that the Board as a group includes core competencies and diversity considered relevant in the context of the Public Sector Company's operations.

(2) The Board shall have forty percent of its total members as independent directors within the first two years of this notification, which shall be raised to a majority of independent directors in the next two years, and the majority shall be maintained subsequently. The Public Sector Company shall disclose in the annual report Non-executive, Executive and Independent directors.

(3) No Independent Director shall participate in share options or any similar schemes of the Public Sector Company which entitle him to acquire any interest in the Public Sector Company.

(4) Any casual vacancy in the Board shall be filled up by the directors at the earliest but not later than ninety days thereof.

(5) No person shall be elected or nominated as a director of more than five Public Sector Companies and listed companies simultaneously, except their subsidiaries.

(6) The Public Sector Company shall, where necessary, take necessary steps to ensure that the minority shareholders, as a class, are facilitated by proxy solicitation, for which purpose the Public Sector Company shall,—

(a) annex with the notice issued under sub-section (4) of Section 178 of the Ordinance, a statement by a candidate from amongst the minority shareholders who seek to contest election to the Board, and it may include a profile of the candidate;

(b) provide information regarding shareholding structure and copies of the register of members to the candidates representing minority shareholders; and

(c) on a request by the candidates representing minority shareholders and at the cost of the company, annex to the notice issued under sub section (4) of Section 178 of the Ordinance an additional copy of proxy form duly filled in by such candidates.

(7) The appointing authorities, including the Government and other shareholders, shall apply the fit and proper criteria given in the Annexure in making nominations of the persons for election as Board members under the provisions of the Ordinance.

4. Role of the Chairman and Chief Executive and separation of the two positions.—(1) The office of the chairman shall be separate, and his responsibilities distinct, from those of the chief executive.

(2) The chairman of the Board shall,—

(a) ensure that the Board is properly working and all matters relevant to the governance of the Public Sector Company are placed on the agenda of Board meetings;

(b) conduct the Board meeting including fixing the agenda; and

(c) ensure that all the directors are enabled and encouraged to fully participate in the deliberations and decisions of the Board. The chairman has a responsibility to lead the Board and ensure its effective functioning and continuous development, he shall not be involved in day to day operations of the Public Sector Company.

(3) The Chief Executive is responsible for the management of the Public Sector Company and for its procedures in financial and other matters, subject to the oversight and directions of the Board, in accordance with the Ordinance. His responsibilities include implementation of strategies and policies approved by the Board, making appropriate arrangements to ensure that funds and resources are properly safeguarded and are used economically, efficiently and effectively and in accordance with all statutory obligations.

(4) The Board shall elect its chairman from amongst the independent directors so as to achieve an appropriate balance of power, increasing accountability, and improving the Board's capacity for exercising independent judgment.

5. Responsibilities, powers and functions of the Board.—(1) The Board shall exercise its powers and carry out its fiduciary duties with a sense of objective judgment, and independence in the best interest of the company. This provision shall apply to all directors, including ex-officio directors. A director, once appointed or elected, shall hold office for a period of three years, unless he resigns or is removed in accordance with the provisions of the Ordinance. The removal of a director shall only take place in the event of misconduct or if the director has not performed upto the standard, determined through a performance evaluation.

Explanation: For the purpose of this clause, misconduct includes,—

(a) indulging in a competing professional or personal conflict of interests' situation;

(b) using the funds, assets and resources of the Public Sector Company without due diligence and care;

(c) failing to treat the colleagues and the staff of the Public Sector Company with respect, or using harassment in any form of physical or verbal abuse;

(d) making public statements without authorization by the Board;

(e) receiving gifts or other benefits from any sources external to the Public Sector Company offered to him in connection with his duties on the Board; or

(f) abusing or misusing his official position to gain undue advantage or assuming financial or other obligations in private institutions or for persons which may cause embarrassment in the performance of official duties or functions.

(2) The Board shall evaluate the candidates based on the fit and proper criteria and the guidelines specified by the Commission for appointment to the position of the chief executive, and recommend at least three individuals to the Government for appointment as chief executive of the Public Sector Company. On receiving concurrence of the Government, the Board shall appoint the chief executive in accordance with the provisions of the Ordinance. The Board shall also be responsible for development and succession planning of the chief executive.

(3) The Board shall ensure that obligations to all shareholders are fulfilled and they are duly informed in a timely manner of all material events through shareholder meetings and other communications as are considered necessary.

(4) The Board shall ensure that professional standards and corporate values are in place that promotes integrity for the Board, senior management and other employees in the form of a "Code of Conduct". The code of conduct shall articulate acceptable and unacceptable behaviors. The Board shall ensure that appropriate steps are taken to communicate throughout the company the code of conduct it sets together with supporting policies and procedures, including posting the same on the company's website. The Board shall also ensure that adequate systems and controls are in place for the identification and redressal of grievances arising from unethical practices.

(5) The Board shall establish a system of sound internal control, which shall be effectively implemented at all levels within the Public Sector Company, to ensure compliance with the fundamental principles of probity and propriety; objectivity, integrity and honesty and relationship with the stakeholders, in the following manner, namely:—

(a) the principle of probity and propriety entails that company's assets and resources are not used for private advantage and due economy is exercised so as to reduce wastage. The principle shall be adhered to, especially with respect to the following, namely:—

(i) handling of public funds, assets, resources and confidential information by directors, executives and employees; and

(ii) claiming of expenses;

(b) the principle of objectivity, integrity and honesty requires the following, namely:—

(i) the directors and executives of a Public Sector Company do not allow a conflict of interest to undermine their objectivity in any of their activities, both professional and private and that they do not use their position in the Public Sector Company to further their private gains in a social or business relationship outside the Public Sector Company. If a situation arise where an actual or potential conflict of interest exists, there shall be appropriate identification, disclosure and management of such conflict of interest;

(ii) An appropriate conflict of interest policy is developed and duly enforced. Such a policy shall clearly lay down circumstances or considerations when a person may be deemed to have actual or potential conflict of interest, and the procedure for disclosing such interest:

Explanation: For the purposes of this clause a person shall be deemed to have an interest in a matter if he has any stake, pecuniary or otherwise, in such matter which could reasonably be regarded as giving rise to a conflict between his duty to objectively perform his functions under these rules so that his ability to consider and decide any matter impartially or to give any advice without bias, may reasonably be regarded as impaired;

(iii) where a director, executive or other employee has a conflict of interest in a particular matter, such person shall play no part in the relevant discussion, decision or action;

(iv) a "register of interests" is maintained to record all relevant personal, financial and business interests, of directors and executives who have any decision making role in the company, and the same shall be made publicly available. Such interests may include, for instance, any significant political activity, including office holding, elected positions, public appearances and candidature for election, undertaken in the last five years;

(v) a declaration by the directors and executives that they shall not offer or accept any payment, bribe, favor or inducement which might influence, or appear to influence, their decisions and actions; and

(vi) the Board shall also develop and implement a policy on "anti-corruption" to minimize actual or perceived corruption in the company; and

(i) ensuring that the directors and executives uphold the reputation of the company by treating the general public, institutional investors and other stakeholders with Courtesy, integrity and efficiency, and ensuring service quality;

(ii) ensuring equality of opportunity by establishing open and fair procedures for making appointments and for determining terms and conditions of service. The Board may nominate a committee consisting of one of its members or senior Executives for investigating, where necessary on a confidential basis, any deviation from the company's code of conduct; and

(iii) ensuring compliance with the law and the Public Sector Company's internal rules and procedures relating to public procurement, tender regulations, purchasing and technical standards, when dealing with suppliers of goods and services. The Board shall ensure that quality standards are followed with due diligence and that suppliers comply with the standards specified and are paid for supplies or services within the time agreed.

(6) The Board shall adopt a vision or mission statement and corporate strategy for the Public Sector Company.

(7) The Board shall also formulate significant policies of the Public Sector Company, which may include the following, namely—

(a) the formal approval and adoption of the annual report of the Public Sector Company, including the financial statements;

(b) the implementation of an effective communication policy with all the stakeholders of the Public Sector Company;

(c) the identification and monitoring of the principal risks and opportunities of the Public Sector Company and ensuring that appropriate systems are in place to manage these risks and opportunities, including, safeguarding the public reputation of the Public Sector Company;

(d) procurement of goods and services so as to enhance transparency in procurement transactions;

(e) marketing of goods to be sold or services to be rendered by the Public Sector Company;

(f) determination of terms of credit and discount to customers;

(g) write-off of bad or doubtful debts, advances and receivables;

(h) acquisition or disposal of fixed assets and investments;

(i) borrowing of moneys up to a specified limit, exceeding which the amounts shall be sanctioned or ratified by a general meeting of shareholders;

(j) Corporate social responsibility initiatives including, donations, charities, contributions and other payments of a similar nature;

(k) determination and delegation of financial powers to Executives and employees;

(l) transactions or contracts with associated companies and related parties;

(m) health, safety and environment;

(n) development of whistle-blowing policy and protection mechanism;

(o) capital expenditure planning and control;

(p) protection of public interests; and

(q) human resource policy including succession planning.

(8) Any service delivered or goods sold by a Public Sector Company as a public service obligation where decisions are taken in fulfilling social objectives of the Government but are not in its commercial interests, outlay of such action shall be quantified and request for appropriate compensation there-for shall be submitted to the Government for consideration.

(9) A complete record of particulars of the above-mentioned policies along with the dates on which they were approved or amended by the Board shall be maintained.

(10) The Board shall define the level of materiality, keeping in view the specific context of the Public Sector Company and the recommendations of any committee of the Board that may be set up for the purpose.

6. Meetings of the Board.—(1) The Board shall meet at least once, each quarter of a year to ensure that it discharges its duties and obligations to shareholders and other stakeholders efficiently and effectively. In case of non-compliance, the same shall be reported to the Commission with reasons of non-compliance, within fourteen days of the end of the quarter in which the meeting should have been held.

(2) Written notices of meetings, including the agenda, duly approved by the Chairman, shall be circulated not less than seven days before the meetings, except in the case of emergency meetings, where the notice period may be reduced or waived by the Board.

(3) The chairman of the Board shall ensure that minutes of meetings of the Board are appropriately recorded by approving them under his signature. The minutes of meetings shall be circulated after approval of the chairman, to directors and officers entitled to attend Board meetings, not later than fourteen days thereof, unless a shorter period is provided in the articles of association of the Public Sector Company.

(4) In the event that a director of a Public Sector Company is of the view that his dissenting note has not been satisfactorily recorded in the minutes of a meeting of the Board, he may refer the matter to the company secretary, or the chairman of the Board. The director may require the note to be appended to the minutes, failing which he may file an objection with the Commission.

(5) A Board meeting held and attended through video-conferencing shall be a valid meeting, as long as its proceedings are properly recorded and the requirements specified by the Commission for public companies for holding Board meetings through video-conferencing are met.

7. Key information to be placed for decision by the Board.—(1) The Board shall establish appropriate arrangements to ensure it has access to all relevant information, advice and resources necessary to enable it to carry out its role effectively. Significant issues shall be placed before the Board for its information and consideration, in order to formalize and strengthen the corporate decision making process.

(2) For the purpose of sub-rule (1), significant issues shall, inter-alia, include the following, namely:—

(a) annual business plans, cash flow projections, forecasts and long term plans; budgets including capital, manpower and expenditure budgets, along with variance analyses;

(b) internal audit reports, including cases of fraud or major irregularities;

(d) details of joint ventures or collaboration agreements or agreements with distributors, agents, etc;

(e) promulgation or amendment of a law, rule or regulation or, enforcement of an accounting standard or such other matters as may affect the Public Sector Company;

(f) status and implications of any lawsuit or judicial proceedings of material nature, filed by or against the Public Sector Company;

(g) any show-cause, demand or prosecution notice received from any revenue or regulatory authority, which may be material;

(h) material payments of government dues, including income tax, excise and customs duties, and other statutory dues including penal charges thereon;

(i) inter-corporate investments in and loans to or from associated concerns in which the business group, of which the Public Sector Company is a part, has significant interest;

(j) policies related to the award of contracts and purchase and sale of raw materials, finished goods, machinery etc;

(k) default in payment of principal or interest, including penalties on late payments and other dues, to a creditor, bank or financial institution or default in payment of public deposit;

(l) failure to recover material amounts of loans, advances, and deposits made by the Public Sector Company, including trade debts and intercorporate finances;

(m) any significant accidents, dangerous occurrences and instances of pollution and environmental problems involving the Public Sector Company;

(n) significant public or product liability claims made or likely to be made against the Public Sector Company, including any adverse judgment or order made on the conduct of the Public Sector Company or of any other company that may bear negatively on the Public Sector Company;

(o) disputes with labor and their proposed solutions, any agreement with the labor union or collective bargaining agent and any charter of demands on the Public Sector Company;

(p) payment for goodwill, brand equity or intellectual property;

(q) annual, quarterly, monthly or other periodical accounts as are required to be approved by the Board for circulation amongst its members;

(r) reports on governance, risk and compliance issues;

(s) whistle-blower protection mechanism;

(t) report on Corporate Social Responsibility (CSR) activities; and

(u) related party transactions.

8. Performance evaluation.—(1) The performance evaluation of the members of the Board including the chairman and the chief executive shall be undertaken for which the Board shall establish a process, based on specified criteria, and the chairman of the Board shall take ownership of such an evaluation. The committees shall also carry out their evaluation on an annual basis.

(2) The Board shall monitor and assess the performance of senior management on a periodic basis, at least once a year, and hold them accountable for accomplishing objectives, goals and key performance indicators set for this purpose.

9. Related party transactions.—(1) The details of all related party transactions shall be placed before the audit committee of the Public Sector Company and upon recommendations of the audit committee, the same shall be placed before the Board for review and approval.

(2) The related party transactions which are not executed at arm's length price shall also be placed separately at each Board meeting along with necessary justification for consideration and approval of the Board on recommendation of the audit committee of the Public Sector Company.

(3) The Board shall approve the pricing methods for related party transactions that were made on the terms equivalent to those that prevail in arm's length transaction only if such terms can be substantiated.

(4) Every Public Sector Company shall maintain a party wise record of transactions, in each financial year, entered into with related parties in that year along with all such documents and explanations. The record of related party transaction shall include the following particulars in respect of each transaction, namely:—

(a) name of related party;

(b) nature of relationship with related party;

(d) amount of transaction; and

(e) terms and conditions of transaction, including the amount of consideration received or given.

(5) The Public Sector Company may seek a general mandate from its members for recurrent related party transactions of revenue or trading nature or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials, but not in respect of the purchase or sale of assets, undertakings or businesses. A general mandate is subject to annual renewal.

10. Quarterly and Monthly Financial Statements and Annual Report.—(1) Every Public Sector Company shall, within one month of the close of first, second and third quarter of its year of account, prepare a profit and loss account for, and balance-sheet as at the end of, that quarter, whether audited or otherwise, for the Board's approval. Annual report including annual financial statements shall be placed on the Public Sector Company's website.

(2) Every Public Sector Company shall also prepare monthly accounts, for circulation amongst the Board members.

11. Board orientation and learning.—(1) Orientation courses shall be held by a Public Sector Company, to enable directors to better comprehend the specific context in which it operates, including its operations and environment, awareness of Public Sector Company's values and standards of probity and accountability as well as their duties as directors.

(2) In order to ensure that the directors are well conversant with the corporate laws and practices, they are encouraged to have certification under un appropriate training or education program offered by any institution, local or foreign.

(3) In order to acquaint the Board members with the wider scope of responsibilities concerning the use of public resources, to act in good faith and in the best interests of the Public Sector Company, at least one orientation course shall be arranged annually for the directors and the following information in writing, inter-alia, shall be provided, namely:—

(a) Public Sector Company's aims and objectives;

(b) control environment and control activities;

(d) risk management and internal control framework;

(e) background of key personnel, including their job descriptions;

(f) delegation of financial and administrative powers;

(g) board and staff structure; and

(h) budgeting, planning and performance evaluation systems.

12. Formation of Board committees.—(1) The Board shall set up the following committees to support it in performing its functions efficiently, and for seeking assistance in the decision making process, namely:—

(a) audit committee, for an efficient and effective internal and external financial reporting mechanism;

(b) risk management committee, in case of Public Sector Companies either in the financial sector or those having assets of five billion rupees or more, to effectively review the risk function;

(c) human resources committee, to deal with all employee related matters including recruitment, training, remuneration, performance evaluation, succession planning, and measures for effective utilization of the employees of the Public Sector Company;

(d) procurement committee, to ensure transparency in procurement transactions and in dealing with the suppliers; and

(e) nomination committee, to identify and recommend the candidates for the Board for the consideration of shareholders after examining their skills and characteristics that are needed in such candidates.

(2) The Board committees shall be chaired by non-executive directors and the majority of their members shall be independent. However, the independent directors in the committees shall not be less than their proportionate strength during the first four years of this notification. The existence of such committees shall not absolve the Board from its collective responsibility for all matters. Such committees shall have written terms of reference that define their duties, authority and composition, and shall report to the full Board. The minutes of their meetings shall be circulated to all Board members.

(3) The Board shall concern itself with policy formulation and oversight and not the approval of individual transactions except which are of an extraordinary nature or involve materially large amount.

13. Chief Financial Officer, Company Secretary and Chief Internal Auditor - appointment and removal—(1) The Board shall appoint a chief financial officer, a company secretary and a chief internal auditor.

(2) The appointment, remuneration and terms and conditions of employment of the chief financial officer, the company secretary and the chief internal auditor of Public Sector Company shall be determined with the approval of the Board.

(3) The chief financial officer, the company secretary, or the chief internal auditor of Public Sector Company shall not be removed except with the approval of the Board.

14. Role and qualification of Chief Financial Officer and Company Secretary.—(1) The chief financial officer shall be responsible for ensuring that appropriate advice is given to the Board on all financial matters, for keeping proper financial records and accounts, and for maintaining an effective system of internal financial control.

(2) No person shall be appointed as the chief financial officer of a Public Sector Company unless he is,--

(a) a member of a recognized body of professional accountants with at least five years relevant experience, in case of Public Sector Companies having total assets of five billion rupees or more; or

(b) a person holding a master degree in finance from a university recognized by the Higher Education Commission with at least ten years relevant experience, in case of other Public Sector Companies.

(3) The company secretary shall be responsible for ensuring that Board procedures are followed, and that all applicable laws, rules and regulations and other relevant statements of best practice are complied with. Where the company secretary is not separately appointed, the role of company secretary may be combined with chief financial officer or any other member of senior management.

(4) No person shall be appointed as the company secretary of a Public Sector Company unless he is a,—

(a) member of a recognized body of professional accountants; or

(b) member of a recognized body of corporate or chartered secretaries; or

(c) person holding a master degree in business administration or commerce or being a law graduate from a university recognized by the Higher Education Commission with at least five years relevant experience.

(5) No person shall be appointed to the positions of the chief financial officer and company secretary unless he is fit and proper for the position.

15. Requirement to attend Board Meetings.—(1) The chief financial officer and the company secretary of a Public Sector Company shall attend all meetings of the Board:

Provided that unless elected as a director, the chief financial officer and the company secretary shall not be deemed to be a director or entitled to cast a vote at meetings of the Board for the purposes of these rules:

Provided further that the chief financial officer and the company secretary shall not attend such part of a meeting of the Board, which involves consideration of an agenda item relating to them or that relating to the chief executive or any director.

(2) In pursuance of sub-rule (1), the Board shall ensure that the chief financial officer and the company secretary attend Board meetings, wherever required.

16. Financial Reporting Framework.—Every Public Sector Company shall adopt International Financial Reporting Standards, as are notified by the Commission under clause (i) of sub-section (3) of Section 234 of the Ordinance.

17. Directors' report to the Shareholders.—(1) The Board shall submit an annual report to the shareholders.

(2) The Board shall make the following statements and provide the following information in their report to the shareholders, prepared under Section 236 of the Ordinance, namely:—

(a) the Board has complied with the relevant principles of corporate governance, and has identified the rules that have not been complied with, the period in which such non-compliance continued, and reasons for such non-compliance;

(b) the financial statements, prepared by the management of the Public Sector Company, present fairly its state of affairs, the result of its operations, cash flows and changes in equity;

(d) appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgment;

(e) they recognize their responsibility to establish and maintain sound system of internal control, which is regularly reviewed and monitored; and

(f) the appointment of chairman and other members of Board and the terms of their appointment alongwith the remuneration policy adopted are in the best interests of the Public Sector Company as well as in line with the best practices.

(3) The disclosure of an Executive's remuneration is an important aspect for a Public Sector Company. The annual report of a Public Sector Company shall contain a statement on the remuneration policy and details of the remuneration of members of the Board, Separate figures need to be shown for salary, fees, other benefits and other performance-related elements.

(4) The directors' report of a Public Sector Company shall also include the following, where applicable, namely:—

(a) where the Public Sector Company is reliant on a subsidy or other financial support from the Government, a detailed disclosure of the fact;

(b) significant deviations from last year in operating results of the Public Sector Company shall be highlighted and reasons thereof shall be explained;

(d) key performance indicators of the Public Sector Company relating to its social objectives and outcomes which significantly reflect the work and impact of Public Sector Company and a comparison of actual results with the budgeted figures. Such indicators shall focus on as to how well the Public Sector Company has responded to accountability requirements, improved service delivery, reduced costs and adherence to the principles of environmental and corporate social responsibilities;

(e) where any statutory payment on account of taxes, duties, levies and charges is overdue or outstanding, the amount together with a brief description and reasons for the same shall be disclosed;

(f) significant plans and decisions, such as corporate restructuring, business expansion and discontinuance of operations, shall be outlined along with future prospects, risks and uncertainties surrounding the Public Sector Company;

(g) a statement as to the value of investments of provident, gratuity and pension funds, based on their respective audited accounts, shall be included;

(h) the number of Board meetings held during the year and attendance by each director shall be disclosed; and

(l) the pattern of shareholding shall be reported to disclose the aggregate number of shares (alongwith details, stated below) held by,—

(i) Government;

(ii) associated companies, undertakings and related parties (name wise details);

(iii) mutual funds;

(iv) directors, Chief Executive, and their spouse and minor children (name wise details);

(v) Executives;

(vi) Public Sector Companies and corporations;

(vii) banks, development finance institutions, non-banking finance companies, insurance companies, takaful companies, and modarabas; and

(viii) shareholders holding five percent or more voting rights in the Public Sector Company (name wise details).

18. Disclosure of Interests by Directors and Officers.—(1) Every director of a Public Sector Company, if he or his relative, is in any way, directly or indirectly, concerned or interested in any contract or arrangement entered into, or to be entered into, by or on behalf of the Public Sector Company shall disclose the nature of his concern or interest at a meeting of the directors.

(2) Any other officer (including the Chief Executive and other Executives) of a Public Sector Company, if he or his relative, is in any way, directly or indirectly, concerned or interested in any proposed contract or arrangement by the company shall disclose to the Company through a communication to the company secretary, the nature and extent of his interest in the transaction. Such officer and the company shall ensure that such information is properly placed and considered by any forum where the matter relating to such proposed contract or arrangement is to be discussed and approved.

(3) If a director or officer has an existing interest, before joining the Board, he shall disclose such interest to the Board, which shall take such facts into consideration for any current and future decision making.

19. Directors' Remuneration.—(1) There shall be a formal and transparent procedure for fixing the remuneration packages of individual directors. No director shall be involved in deciding his own remuneration.

(2) Directors' remuneration packages shall encourage value creation within the company, and shall align their interests with those of the company. These shall be subject to prior approval of shareholders or Board as required by company's Articles of Association. Levels of remuneration shall be sufficient to attract and retain the directors needed to run the company successfully.

(3) Subject to the provisions of the company's Articles of Association, the shareholders or Board shall determine the scale of remuneration for non-executive directors. However, it shall not be at a level that could be perceived to compromise their independence.

(4) The Public Sector Company's annual report shall contain criteria and details of the remuneration of each director, including salary, benefits and performance linked incentives.

20. Responsibility for financial reporting and corporate compliance.—No Public Sector Company shall circulate its financial statements unless the chief executive and the chief financial officer, present the financial statements, duly certified under their respective signatures, for consideration and approval of the audit committee and the Board. The Board shall, after consideration and approval, authorize the signing of financial statements for issuance and circulation.

21. Audit Committee.—(1) The Board shall establish an audit committee, whose members shall be financially literate and majority of them, including its chairman, shall be Independent Non Executive Directors, subject to the provisions of sub-rule (2) of Rule 12. The names of members of the audit committee shall be disclosed in each annual report of the Public Sector Company.

(2) The chairman of the Board as well as the chief executive of the Public Sector Company shall not be a member of the audit committee.

(3) The chief financial officer, the chief internal auditor, and a representative of the external auditors shall attend all meetings of the audit committee at which issues relating to accounts and audit are discussed:

Provided that at least once a year, the audit committee shall meet the external auditors without the presence of the chief financial officer, the chief internal auditor and other executives being present, to ensure independent communication between the external auditors and the audit committee:

Provided further that at least once a year, the audit committee shall meet chief internal auditor and other members of the internal audit function without the chief financial officer and the external auditors being present.

(4) The Board shall determine the terms of reference of the audit committee. The terms of reference shall be in writing, specifying the mandate of the audit committee. The audit committee shall have full and explicit authority to investigate any matter within its terms of reference and shall be provided with adequate resources and access to all relevant information.

(5) The audit committee shall, inter-alia, be responsible for recommending to the Board the appointment of external auditors by the Public Sector Company's shareholders and shall consider any questions of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the Public Sector Company in addition to audit of its financial statements. In the absence of strong grounds to proceed otherwise, the Board shall act in accordance with the recommendations of the audit committee in all these matters. However, the Board shall not be deemed to absolve itself of its overall responsibility for the functions delegated to the audit committee.

(6) The terms of reference of the audit committee may also include the following, namely:—

(a) determination of appropriate measures to safeguard the Public Sector Company's assets;

(b) review of financial results;

(c) review of quarterly, half-yearly and annual financial statements of the Public Sector Company, prior to their approval by the Board, focusing on,—

(i) major judgment areas;

(ii) significant adjustments resulting from the audit;

(iii) the going-concern assumption;

(iv) any changes in accounting policies and practices; and

(v) compliance with applicable accounting standards.

Explanation.—The appropriateness of the use of the going concern assumption in the preparation of the financial statements is generally not in question when auditing Public Sector Company having funding arrangements backed by the Government. However, where such arrangements do not exist, or where Government funding of the Public Sector Company may be withdrawn and the existence of the Public Sector Company may be at risk, International Standards on Auditing provide useful guidance. This issue is increasingly important for Public Sector Companies which have been privatized;

(d) facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);

(e) review of management letter issued by external auditors and management's response thereto;

(f) ensuring coordination between the internal and external auditors of the Public Sector Company;

(g) review of the scope and extent of internal audit and ensuring that the internal audit function has adequate resources and is appropriately placed within the Public Sector Company;

(h) consideration of major findings of internal investigations and management's response thereto;

(i) ascertaining that the internal control system including financial and operational controls, accounting system and reporting structure are adequate and effective;

(j) review of the Public Sector Company's statement on internal control systems prior to endorsement by the Board;

(k) recommending or approving the hiring or removal of the chief internal auditor;

(l) instituting special projects, value for money studies or other investigations on any matter specified by the Board, in consultation with the chief executive and to consider remittance of any matter to the external auditors or to any other external body;

(m) determination of compliance with relevant statutory requirements;

(n) monitoring compliance with the best practices of corporate governance and identification of significant violations thereof;

(o) overseeing whistle-blowing policy and protection mechanism; and

(p) consideration of any other issue or matter as may be assigned by the Board.

(7) The audit committee shall be responsible for managing the relationship of Public Sector Company with the external auditors. In managing the Public Sector Company's relationship with the external auditors on behalf of the Board, the audit committee's responsibilities include,—

(a) suggesting the appointment of the external auditor to the Board, the audit fee, and any questions of resignation or dismissal;

(b) considering the objectives and scope of any non-financial audit or consultancy work proposed to be undertaken by the external auditors, and reviewing the remuneration for this work;

(c) discussing with the external auditors before the audit commences the scope of the audit and the extent of reliance on internal audit and other review agencies;

(d) discussing with the external auditors any significant issues from the review of the financial statements by the management, and any other work undertaken or overseen by the audit committee;

(e) reviewing and considering the external auditors' communication with management and management's response thereto; and

(f) reviewing progress on accepted recommendations from the external auditors.

(8) The recommendations of the audit committee for appointment of retiring auditors or otherwise, as mentioned in sub-rule (7) above, shall be included in the directors' report. In case of a recommendation for change of external auditors before the lapse of three consecutive financial years, the reasons for the same shall be included in the directors' report.

(9) The audit committee shall appoint a secretary of the Committee, who shall circulate minutes of its meetings to the all members, directors and the chief financial officer, within fourteen days of the meeting.

22. Internal Audit.—(1) There shall be an internal audit function in every Public Sector Company. The chief internal auditor, who is the head of the internal audit function in the Public Sector Company, shall be accountable to the audit committee and have unrestricted access to the audit committee.

(2) No person shall be appointed to the position of the chief internal auditor unless he is considered and approved as "fit and proper" for the position by the Audit Committee. No person shall be appointed as the Chief Internal Auditor of a Public Sector Company unless he has five years of relevant audit experience and is a,—

(a) member of a recognized body of professional accountants; or

(b) certified internal auditor; or

(d) certified internal control auditor; or

(e) person holding a master degree in finance from a university recognized by the Higher Education Commission:

Provided that individuals serving as chief internal auditor of the Public Sector Company for the last five years at the time of coming into force of these rules shall be exempted from the above qualification requirement.

(3) Every Public Sector Company shall ensure that internal audit reports are provided for the review of external auditors. The external auditors shall discuss any major findings in relation to the reports with the audit committee, which shall report matters of significance to the Board.

(4) The internal audit function shall have an audit charter, duly approved by the audit committee and shall work, as far as practicable, in accordance with the standards for the professional practice of internal auditors issued by the Institute of Internal Auditors Inc., (the global professional organization of internal audit profession).

23. External Auditors.—(1) Every Public Sector Company shall ensure that its annual accounts are audited by external auditors, as envisaged under Section 252 of the Ordinance. When carrying out audit of a Public Sector Company, the external auditors shall take into account the specific requirements of any other relevant regulations, ordinances or ministerial directives which affect the audit mandate and any special auditing requirements.

(2) In assessing materiality, the external auditor must, in addition to exercising professional judgment, consider any legislation or regulation which may impact that assessment.

(3) The external auditors shall independently report to the shareholders in accordance with statutory and professional requirements. They shall also report to the Board and audit committee the matters of audit interest, as laid down in the International Standards on Auditing.

(4) No Public Sector Company shall appoint as external auditors a firm of auditors which firm or a partner of which firm is non-compliant with the International Federation of Accountants' (IFAC) Guidelines on Code of Ethics, as applicable in Pakistan.

(5) The external auditors shall observe applicable guidelines issued by the International Federation of Accountants with regard to restriction of non-audit services. The audit committee shall also ensure that the external auditors do not perform management functions or make management decisions, responsibility for which remains with the Board and management of the Public Sector Company.

(6) Every Public Sector Company in the financial sector shall change its external auditors every five years. Financial sector, for this purpose, means banks, non-banking finance companies, mutual funds, modarabas, takaful companies and insurance companies. Every Public Sector Company other than those in the financial sector shall, at a minimum, rotate the engagement partner after every five years.

(7) No Public Sector Company shall appoint a person as its chief executive, chief financial officer, chief internal auditor or director who was a partner of the firm of its external auditors (or an employee involved in the audit of the Public Sector Company) at any time during the two years preceding such appointment.

(8) Every Public Sector Company shall require external auditors to furnish a management letter to its Board not later than thirty days from the date of audit report.

24. Compliance with the rules.—(1) Every Public Sector Company shall publish and circulate a statement along with its annual report to set out the status of its compliance with these rules, and shall also file with the Commission and the registrar concerned such statement alongwith its annual report.

(2) Every Public Sector Company shall ensure that the statement of compliance with the rules is reviewed and certified by external auditors, where such compliance can be objectively verified, before publication by the Public Sector Company.

(3) Where the Commission is satisfied that it is not practicable to comply with any of these rules, the Commission may, for reasons to be recorded, relax the same subject to such conditions as it may deem fit to impose.

25. Penalty for contravention of the rules.—Whoever fails or refuses to comply with, or contravenes any provision of these rules, or knowingly and willfully authorises or permits such failure, refusal or contravention shall, in addition to any other liability under the Ordinance, be punishable with fine and, in the case of continuing failure, to a further fine, as provided in sub-section (2) of Section 506 of the Ordinance.

ANNEXURE
[See Rule 3(7)1]

CRITERIA FOR DETERMINING A 'FIT AND PROPER PERSON'

(1) For the purpose of determining as to whether a person proposed to be appointed as director is a 'fit and proper person', the Commission shall take into account any consideration as it deems fit, including but not limited to the following criteria, namely:—

The person proposed for the said position —

(a) is at least graduate;

(b) is a reputed businessman or a recognised professional with relevant sectoral experience;

(d) has no convictions or civil liabilities;

(e) is known to have competence;

(f) has good reputation and character;

(g) has the traits of efficiency and honesty;

(h) does not suffer from any disqualification to act as a director stipulated in the Ordinance;

(i) has not been subject to an order passed by the Commission cancelling the certificate of registration granted to the person individually or collectively with others on the ground of its indulging in insider trading, fraudulent and unfair trade practices or market manipulation, illegal banking, forex or deposit taking business;

(j) has not been subject to an order passed by the Commission or any other regulatory authority, withdrawing or refusing to grant any license or approval to him which has a bearing on the capital market;

(k) is not a stock broker or agent of a broker; and

(l) does not suffer from a conflict of interest; this includes political office holders in a legislative role.

(2) A director shall cease to be considered as a "fit and proper person" for the purpose, if he incurs any of the following disqualifications, namely:--

(a) he is convicted by a Court for any offence involving moral turpitude, economic offence, disregard of securities and company laws or fraud;

CHAPTER-I

PRELIMINARY

1. Short title and commencement.—(1) These Regulations shall be called the Issue of Commercial Papers Regulations, 2013.

(2) They shall come into force at once.

(3) They shall apply to all issues of commercial papers by any company and other body corporate.

2. Definitions.—(1) In these Regulations unless there is anything repugnant in the subject or context,--

(a) "Banking Company" shall have the same meaning as assigned to it in the Banking Companies Ordinance, 1962 (LVII of 1962);

(b) "Commercial Paper" means an unsecured promissory note with a maturity period as provided in these Regulations;

(c) "Commission" means the Securities and Exchange Commission of Pakistan established under Section 3 of the Securities and Exchange Commission of Pakistan Act (XLII of 1997);

(d) "Company" shall have the same meaning as assigned to it in the Companies Ordinance, 1984 (XLVII of 1984);

(e) "Credit Rating Company" means a Credit Rating Company registered with the Commission under the Credit Rating Companies Rules, 1995;

(f) "DFI" means a development financial institution as notified by the State Bank of Pakistan from time to time;

(g) "Financial Institution" means a financial institution as defined in the Financial Institutions (Recovery of Finances) Ordinance, 2001 and the Companies Ordinance, 1984 (XLVII of 1984);

(h) "Investment Finance Company" shall have the same meaning as assigned to it under the Non-Banking Finance Companies and Notified Entities Regulations, 2008;

(i) "Issuer" includes a company or body corporate that intends to raise short-term finance by issuing commercial paper.

(j) "Issuing and Paying Agent" means a Scheduled Bank, an Investment Finance Company or a DFI appointed under these Regulations as an Issuing and Paying Agent and having a minimum Credit Rating grade of "A-" (medium to long term) and "A2" (short term) obtained from any Credit Rating Company;

(k) "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984);

(l) "Qualified Institutional Buyer" means the persons mentioned in Section 120 of the Ordinance and notified there under from time to time as persons to whom redeemable capital can be issued;

(m) "Registered Corporate Broker" means a company registered with the Commission under the Brokers and Agents Registration Rules, 2001;

(n) "Regulations" mean the Issue of Commercial Paper Regulations, 2013;

(o) "Scheduled Bank" means a scheduled bank as defined in the State Bank of Pakistan Act, 1956 (XXXII of 1952);

(p) "Shelf Registration" means the process through which an issuer raises the total amount of an issue of a Commercial Paper in tranches over a maximum period of one year; and

(q) "Working Capital Limit" means the aggregate fund-based limits including those by way of purchase/discount of bills sanctioned by one or more financial institutions to a company for meeting its working capital requirements, and also includes any working capital term finance limits.

(2) All words and expressions used but not defined in these Regulations shall have the same meanings as assigned to them in the Ordinance, the Securities and Exchange Ordinance, 1969 (XVII of 1969) and the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997).

CHAPTER-II
ISSUE OF COMMERCIAL PAPER

3. Conditions for issue of Commercial Paper.—Any company or body corporate can issue Commercial Paper if it fulfills the following conditions, namely:—

(a) it is authorized by its Articles of Association or other constitutive document to issue Commercial Papers;

(b) its equity is not less than Rs. 25 million as per the latest audited balance sheet;

(c) it has obtained the entity credit rating from a Credit Rating Company and such rating is not less than "A-" (medium to long-term) and "A2" (short-term) and more than twelve months old; and

(d) it has no overdue loans or defaults in the report obtained from the Credit Information Bureau of the State Bank of Pakistan and the said report is not more than two months old.

Explanation:—For the purpose of clause (b) the term "equity" includes paid up share capital, reserves, sub-ordinated loans and unappropriated profits (minus accumulated losses) excluding deferred tax reserves, surplus on revaluation of fixed assets account as described in Section 235 of the Ordinance and redeemable preference shares.

4. Period of Commercial Paper.—(1) The Commercial Paper shall be issued for maturities between minimum of 30 days and maximum of one year and the date of maturity shall be reckoned from the first day of subscription:

Provided that maturity date of Commercial Paper shall not go beyond the date up to which the credit rating of the issuer is valid.

(2) Where the maturity date happens to be a holiday, the issuer shall make payment on the immediate following working day.

5. Size and Denomination of Commercial Paper.—(1) Size of an issue of Commercial Paper shall not be less than Rs. 10 million and denomination of a Commercial Paper shall be its face value.

(2) Where Commercial Paper is issued through private placement it can be issued in denomination of Rs. 100,000 or in multiples thereof and where Commercial Paper is issued to general public it can be issued in denomination of Rs. 25,000 or multiples thereof.

6. Ceiling on amount of issue of Commercial Paper.—The aggregate amount of a Commercial Paper raised by an issuer shall be within such limits as may be approved by its Board of Directors in accordance with the prudential regulations of the State Bank of Pakistan or the quantum indicated by the Credit Rating Company concerned, whichever is lower.

7. Mode of issue and discount rate.—The Commercial Paper shall be in the form of a promissory note which may be issued in physical and/or scrip less form at such discount to face value as may be determined by the issuer keeping in view the prevailing interest rates such as interest rate on Treasury Bills (T Bills) and the Karachi Inter Banks Offer Rate (KIBOR) etc. and its credit rating.

8. Issue expenses.—The issuer shall bear all the expenses relating to the issue of the Commercial Paper including the fees payable to the Issuing and Paying Agent and the Credit Rating Company concerned, and the stamp duty payable to the concerned Provincial Government under the Stamp Act, 1899 (Act II of 1899) at the rates prescribed by them and any other relevant charges connected with such issue.

9. Investors in Commercial Paper.—Commercial Paper may be issued by way of public offer and/or through private placement to Qualified Institutional Buyers. In case of public offer approval of the Commission shall be sought under Section 57 of the Ordinance.

10. Procedure for issue of Commercial Paper.—(1) Every issuer shall appoint an Issuing and Paying Agent through an agreement in writing and the agreement executed shall contain all the basic terms and conditions and role & responsibilities of both the parties to the agreement.

(2) The Issuing and Paying Agent appointed under sub-regulation (1) shall not be associated company or associated undertaking of the issuer.

(3) Where the issue of Commercial Paper is through private placement it shall be completed within a period of two weeks from the date on which the issuer opens the issue for subscription and any unsold portion of the issue after two weeks of its opening for subscription shall not be issued.

(4) Where the issue of Commercial Paper is through public offer it should be completed within the time period as specified in the Ordinance.

(5) Where the issue of Commercial Paper is through private placement, the initial subscribers of Commercial Paper shall pay through the Issuing and Paying Agent the discounted value of the Commercial Paper by means of crossed cheque or any other mode acceptable to the Issuing and Paying Agent, to the account of the issuer.

(6) The issuer shall intimate in writing to all initial subscribers and all financial institutions, who have provided working capital limits to it, about the amount and tenure of the issue of Commercial Paper and copies of such intimation shall also be provided to the Issuing and Paying Agent.

(7) An issue of Commercial Paper may be underwritten if so desired by the issuer and in case thereof,—

(a) the number of underwriters should not be less than two; and

(b) the underwriters should not be associated companies or associated undertakings of the issuer.

11. Issue of Commercial Paper under Shelf Registration.—Where the issue of Commercial Paper is under Shelf Registration following conditions shall be fulfilled, namely,—

(a) Issuing and Paying Agent for all the tranches shall remain the same;

(b) complete plan for issue of Commercial Paper in tranches under the shelf registration (the Shelf Registration Plan) shall be dissimulated to the propsective investors through the websites of Issuing and Paying Agent and the issuer;

(c) change, if any, in the Shelf Registration Plan subsequent to its initial dissimination shall be dissiminated in the same manner as provided in clause (b);

(d) Issuing and Paying Agent, before the issue of first tranche, shall provide copy of the agreement executed with the issuer containing the term sheet and complete Shelf Registration Plan to the Commission; and

(e) Issuing and Paying Agent shall confirm in writing to the Commission before the launch of each tranche that the issuer fulfills all the conditions as mentioned in Regulations 3 of the Regulations.

CHAPTER-III

DUTIES AND RESPONSIBILITIES OF ISSUER, ISSUING AND PAYING AGENT AND CREDIT RATING COMPANY

12. The duties and responsibilities of issuer, Issuing and Paying Agents and Credit Rating Company are set out as follow,—

(1) Issuer.—The issuer shall ensure that,—

(a) the Regulations and procedures laid down for the issuance of Commercial Paper are strictly adhered to;

(b) Issuing and Paying Agent is provided copies of all the investor agreements i.e. the agreements executed with the initial subscribers and the said agreements contain salient features and other terms and conditions of the issue including the following,—

(i) covenants of the issue of Commercial Paper;

(ii) non-availability of any recourse to the initial subscribers on the issuer and Issuing and Paying Agent and to the subsequent purchasers on the sellers in the secondary market;

(iii) non-availability of any guarantee by any bank or other financial institution;

(iv) default history of the issuer; and

(v) detailed provisions on rollover, if any.

(c) the copies of the un-executed/draft investor agreements are placed on its website and on the website of Issuing and Paying Agent for information of the investors;

(d) within five days of the close of subscription list, report to Issuing and Paying Agent and the Commission the following information, namely,--

(i) province and place of issue;

(ii) amount and rate of stamp duty paid; and

(iii) term sheet containing salient features of the issue.

(e) revise its credit rating on annual basis and ensure its dissemination to the market through the Credit Rating Company concerned;

(f) the Commercial Paper shall be redeemed through Issuing and Paying Agent; and

(g) roll over, if any, shall be made through Issuing and Paying Agent.

(2) Issuing and Paying Agent.—The issuing and Paying Agent shall,—

(a) enter into an agreement in writing with the issuer to act as Issuing and Paying Agent for the issue of the Commercial Paper;

(b) ensure that the issuer has the minimum credit rating as specified in Regulation 3 above;

(c) ensure that the quantum of amount proposed to be raised through issuance of the Commercial Paper is within the limit as prescribed in Regulations 5 above;

(d) ensure that the issuer has met all the requirements as prescribed in these Regulations before the issuance of Commercial Paper;

(e) verify all the documents submitted by the issuer i.e. copy of Board's resolution, signatures of authorized executants (if Commercial Paper is in physical form) etc. and have in custody certified copies of the original document and issue a certificate that documents are in order;

(f) deliver or credit, on the issue date, the Commercial Paper to investors against proof of payment and at maturity having received funds from the issuer, it will effect repayment on receipt of the Commercial Paper back from the investors;

(g) make it clear to the initial subscribers in the investor agreement/offering document that investors investment is subject to credit and other risks inherent in such instruments and payment will be made to them only if the issuer has made the funds available to Issuing and Paying Agent;

(h) inform the initial subscribers that in case of any default by the issuer, it will not be in a position to seek recovery from the issuer or initiate any action against the issuer either on its own or on behalf of the investors;

(i) in case of any default by the issuer, be responsible for the prompt notification of such default to the holders of the Commercial Paper and the Commission within five (5) working days of occurrence of such default;

Explanation:—For the purpose of these Regulations the term "default" shall include partial payment of redemption amount;

(j) in case of partial payment by the issuer, distribute the received funds, among all the holders of the Commercial Paper, on pro-rata basis and while doing so it shall take all necessary measures to safeguard its position against any adverse consequences including incorporation of this provision in the agreement executed between the issuer and the IP A;

(k) submit a report on the issue to the Commission within fifteen days from the last date for closing of the subscription of the Commercial Paper and the report shall contain all the material facts and figures relating to the issue including those as required under these Regulations to be reported to the Commission; and

(l) where issue of Commercial Papers is in scrip less form, obtain from the concerned depository company list of Commercial Paper holders on monthly basis.

(3) Credit Rating Company.—The Credit Rating Company which conduct credit rating of the issuer shall, at the time of rating, clearly indicate,—

(a) the circumstances where the rating shall be due for review;

(b) circumstances of roll over of Commercial Paper at maturity;

(c) circumstances of issue of subsequent tranche (s), fresh issue of securities by the issuer and any other activity undertaken by the issuer which may adversely affect the credit rating of the issuer.

CHAPTER-IV

MISCELLANEOUS

13. Payment of Commercial Paper.—On maturity of Commercial Paper, the holder shall present the Commercial Paper or the instrument evidencing deposit of the Commercial Paper in depository account for payment to the Issuing and Paying Agent who, having received funds from the issuer, shall effect repayment through crossed cheques.

14. Periodic Reports.—Issuing and Paying Agent shall submit a report to the Commission on the redemption of Commercial Paper within ten (10) working days of the date of its maturity and the report must be signed by any officer authorized by Issuing and Paying Agent.

15. Transfer of Commercial Paper.—(1) Commercial paper issued in physical form shall be transferable by endorsement and delivery.

(2) The issuer at its absolute discretion may decline to accept any purchase or transfer of the Commercial Paper, provided that where a duly completed transfer memo which records such transfer is submitted to the issuer, the issuer will record such transfer in its books.

(3) Commercial paper issued in demat form shall be transferable according to the clearing and settlement systems developed for transfer of securities in such form under the stock exchanges and National Clearing Company of Pakistan Limited's Regulations.

16. Issue of Duplicate Commercial Paper.—(1) A duplicate of Commercial Paper issued pursuant to these Regulations shall be issued by the issuer within (forty-five days) from the date of application or before maturity, whichever is earlier if the original:

(a) is proved to have been lost or destroyed, or

(b) having been defaced or mutilated or torn is surrendered to the issuer.

(2) The issuer shall, after making such inquiry as to the loss, destruction, defacement or mutilation of the original, as it may deem fit to make, subject to such indemnity and/or such other requirements as the issuer may deem fit, issue the duplicate and the cost involved in issue of duplicate will be payable by the holder of the Commercial Paper.

17. Roll Over and Early Redemption Options.—(1) Commercial Paper may be rolled over at maturity for a maximum period of one year subject to the following conditions, namely,—

(i) the circumstances where a Commercial Paper can be rolled over and full modus operandi for such roll over are provided in the investors' agreement, the offering document and on the back side of the Commercial Paper, where applicable;

(ii) the option of role over is agreed in writing between the issuer and the Issuing and Paying Agent;

(iii) written consent of the holders of the Commercial Paper is obtained; and

(iv) the issuer fulfills all the requirements of Regulation 3 at the time of roll over.

(2) The issuer may redeem a Commercial Paper before maturity under a call option and an investor may ask the issuer for early redemption under a put option subject to the condition that such options are provided in the investors' agreement, the offering document and on the back side of the Commercial Paper, where applicable.

18. Default Mechanism.—In case of default, the Issuing and Paying Agent shall send complete report on the default to the Commission within seven days of the occurrence of default on Commercial Paper.

19. Penalty.—Any contravention of these Regulations shall be punishable with a fine which may extend to five hundred thousand rupees and, where the contravention is a continuing one, with further fine which may extend to ten thousand rupees for every day after the first during which such contravention continues.

20. Relaxation of the Regulations.—Where the Commission is satisfied that it is not practicable to comply with any requirement of these Regulations in a particular case or class of cases, the Commission may, for reason to be recorded in writing, relax such requirement subject to such conditions as it may deem fit.

-----------------------------

REGULATIONS, 2013

FATA UNIVERSITY REGULATION, 2013

A Regulation to provide for the establishment of a University in FATA at FR Kohat

[Gazette of Pakistan, Extraordinary, Part-I, 25^th May, 2013]

WHEREAS it is in the interest of Federally Administered Tribal Areas (FATA) to establish a centre of excellence to provide quality education of international standard to talented students of that Areas;

AND WHEREAS it is expedient to provide for establishment of the FATA University in FATA F.R. Kohat and to provide for matters connected therewith and ancillary thereto;

Now, THEREFORE, in exercise of the powers conferred by clause (5) of Article 247 of the Constitution of the Islamic Republic of Pakistan, the President is pleased to make the following Regulation:—

CHAPTER-I
PRELIMINARY

1. Short title and commencement.—(1) This Regulation may be called the FATA University Regulation, 2013.

(2) It shall come into force at once.

2. Definitions.—In this Regulation, unless there is anything repugnant in the subject or context,—

(i) "Academic Council" means the Academic Council of the University;

(ii) "affiliated college" or "affiliated institution" means a college or institution affiliated to the University, but not maintained or administered by it;

(iii) "Authority" means any of the Authorities of the University specified in Section 18;

(iv) "college" means a constituent college or an affiliated college;

(v) "Chairperson" means head of a teaching department;

(vi) "Chancellor" means Chancellor of the University;

(vii) "Commission" means the Higher Education Commission set up under the Higher Education Commission Ordinance, 2002 (LIII of 2002);

(viii) "constituent college" or "constituent institution" means a college or institution, maintained and administered by the University;

(ix) "Dean" means head of a faculty;

(x) "department" means a teaching department maintained and administered or recognized by the University in the manner prescribed;

(xi) "Director" means head of an institute established as a constituent institution by the University by statutes or bye-laws in accordance with the powers delegated by this Regulation;

(xii) "Faculty" means an administrative and academic unit of the University consisting of more than one department, as prescribed;

(xiii) "Government" means the Federal Government;

(xiv) "institution" means a constituent institution or an affiliated institution;

(xv) "officer" means an officer of the University specified in this Regulation;

(xvi) "prescribed" means prescribed by statutes, bye-laws or rules made under this Regulation;

(xviii) "Professor Emeritus" and "Honorary Professor" means a retired Professor working in a Faculty in the capacity of an Emeritus or Honorary Professor;

(xix) "Principal" means the head of a college;

(xx) "Representation Committees" mean Representation Committees constituted under Section 26;

(xxi) "Review Panel" means the Review Panel set up by the Chancellor under clause (a) of sub-section (6) of Section 9;

(xxii) "rules", "bye-laws" and "statutes" mean respectively the rules, bye-laws and tatutes made under this Regulation;

(xxiii) "Search Committee" means Search Committee set up by the Chancellor under sub-section (2) of Section 12;

(xxiv) "Syndicate" means Syndicate of the University;

(xxv) "Schedule" means a Schedule to this Regulation;

(xxvi) "Senate" means Senate of the University;

(xxvii) "teachers" include Professors, Associate Professors, Assistant Professors and Lecturers engaged whole time by the University for teaching degree, honours or post-graduate classes, and such other persons to be teachers as may be declared by the bye-laws;

(xxviii)"teaching department" means a constituent institute, college or department, where teaching or research is being undertaken;

(xxix) "University" means the FATA University established in FATA at F.R.Kohat under this Regulation; and

(xxx) "Vice-Chancellor" means Vice-Chancellor of the University.

CHAPTER-II

THE UNIVERSITY

3. Establishment and incorporation of the University.—(1) There shall be established a University to be known as FATA University in accordance with the provisions of this Regulation.

(2) The University shall consist of—

(a) the Chancellor, the Vice-Chancellor, the members of the Senate, the Deans, the Principals of the constituent colleges, the Directors of institutes, the Chairperson of the teaching departments, the Registrar, the Controller of Examination, the teachers and students of the University, the Librarian, the auditor and such other officers as may be prescribed; and

(b) the members of the Syndicate, the Academic Council, the Board of Faculties, constituent colleges, constituent institutions of the University and other Authorities of the University.

(3) The University shall be a body corporate by the name of the FATA University having perpetual succession and a common seal and may, by the said name, sue and be sued.

(4) The University shall be competent to acquire and hold property, both movable and immovable, and to lease, sell or otherwise transfer any movable or immovable property which may have become vested in or been acquired by it.

(5) Notwithstanding anything contained in any other law for the time being in force, the University shall have academic, financial and administrative autonomy, including the powers to employ officers, teachers and other employees on such terms as may be prescribed, subject to the terms of this Regulation and the Higher Education Commission Ordinance, 2002 (LIII of 2002) as in force in Pakistan. In particular, and without prejudice to the authority granted to the Commission by the law, the Government or an authority or auditor appointed by the Government shall have no power to question the policy underlying the allocation of resources approved by the Senate in the annual budget of the University.

4. Jurisdiction of the University.—The University shall exercise the powers conferred on it by or under this Regulation within the territorial limits of the whole FATA and in respect of the institution over which it has jurisdiction in accordance with the law:

Provided that the Government may, by general or special order, modify the scope of aforesaid powers of the University with regards to the territorial limits, college and educational institutions.

5. University open to all.—(1) The University shall be open to persons of either sex of whatever religion, race, creed, colour or domicile who are academically qualified for admission to the courses of study offered by the University, and no such person shall be denied the privileges of the University on the ground only of sex, religion, creed, caste, race, class, colour or domicile.

(2) An increase in any fee or charge that is in excess of ten per cent per annum on an annualized basis from the last such increase may not be made except in special circumstances, and only with the approval of the Chancellor.

(3) The University shall institute financial aid programmes for students in need on merit basis, to the extent considered feasible by the Senate subject to the resources available.

6. Powers of the University.—The University shall have the powers to—

(i) provide for education and scholarship in such branches of knowledge as it may deem fit and to make provision for research, service to society and for the application, advancement and dissemination of knowledge in such manner as it may determine;

(ii) prescribe courses of studies to be conducted by it and the colleges;

(iii) hold examinations and to award and confer degrees, diplomas certificates and other academic distinctions to and on persons who have been admitted to and have passed its examinations under prescribed conditions;

(iv) prescribe the terms and conditions of employment of the officers, teachers and other employees of the University and to lay down terms and conditions that may be different from those applicable to government servants in general;

(v) engage, where necessary, persons on contract of specified duration and to specify the terms of each engagement;

(vi) confer honorary degrees or other distinctions on approved persons in the manner prescribed;

(vii) provide for such instruction or teaching of courses and training for persons not being students of the University as it may prescribe and to grant certificates and diplomas to such persons;

(viii) institute programmes for the exchange of students and teachers between the University and other universities, educational institutions and research organizations, inside FATA as well as Pakistan and abroad;

(ix) provide career counseling and job search services to students and alumni;

(x) maintain linkages with alumni;

(xi) develop and implement fund-raising plans;

(xii) provide and support the academic development of Faculty;

(xiii) confer degrees on persons who have carried on independent research under prescribed conditions;

(xiv) affiliate and de-affiliate educational institutions under prescribed conditions;

(xv) inspect colleges and other educational institutions affiliated or seeking affiliation with it;

(xvi) recognize the examinations passed and the period of study, spent by students at other universities and places of learning equivalent to such examinations and periods of study in the University, as it may prescribe, and to withdraw such recognization;

(xvii) co-operate with other universities, public authorities or private organizations, inside FATA as well as Pakistan and abroad, in such manner and for such purposes as it may prescribe;

(xviii) institute Professorships, Associate Professorships, Assistant Professorships and Lecturerships and any other posts and to appoint persons thereto;

(xix) create posts for research, teaching, administration and other related purposes and to appoint persons thereto;

(xx) recognize as University teachers selected members of the teaching staff of affiliated colleges or educational institutions admitted to the privileges of the University or such other persons as it may deem fit;

(xxi) institute and award financial assistance to students in need, fellowships, scholarships, bursaries, medals and prizes under prescribed conditions;

(xxii) establish teaching departments, schools, colleges, faculties, institutes, museums and other centers of learning for the development of teaching and research and to make such arrangements for their maintenance, management and administration as it may prescribe;

(xxiii) provide for the residence of the students of the University and the colleges, to institute and maintain halls of residence and to approve or license hostels and lodging;

(xxiv) maintain order, discipline and security on the campuses of the University and the colleges;

(xxv) promote the extracurricular and recreational activities of students and to make arrangements for promoting their health and general welfare;

(xxvi) demand and receive such fees and other charges as it may determine;

(xxvii) make provision for research, advisory or consultancy services and with these objects to enter into arrangements with other institutions, public or private bodies, commercial and industrial enterprises under prescribed conditions;

(xxviii) enter into, carry out, vary or cancel contracts;

(xxix) receive and manage property transferred and grants, bequests, trusts, gifts, donations, endowments or other contributions made to the University and to invest any fund representing such property, grants, bequests, trusts, gifts, donations, endowments or contributions in such manner as it may deem fit;

(xxx) provide for the printing and publication of research and other works; and

(xxxi) to do all such other acts and things whether incidental to the powers aforesaid or not, as may be requisite or expedient in order to further the objectives of the University as a place of education, learning and research.

7. Teaching and examinations.—(1) All recognized teaching in various courses in the University, affiliated colleges and affiliated institutions shall be conducted in the prescribed manner and it may include lectures, tutorials, discussions, seminars, demonstrations as well as practical work in laboratories and workshops and other methods of instructions including, but not limited to, voices, graphics, text, dynamic, content and data structures of all types whether they are in electronic, visual, auditory, optical or any other form.

(2) The teaching in any prescribed course in the University, colleges and institutions shall be organized by such Authority as may be prescribed.

(3) The courses and the curricula for teaching in the University, colleges and institutions shall be such as may be prescribed.

(4) A discipline to be called "Islamic and Pakistan Studies" shall be offered, as a compulsory subject at the Bachelor's level, in the University, colleges and institutions:

Provided that non-Muslim students may opt for Ethics and Pakistan Studies.

(5) The University may associate external examiners for conduct of examinations as and when necessary.

(6) The degree, diploma or certificate at the University shall only be granted to a student after he has fulfilled the prescribed requirements for the said degree, diploma or certificate.

CHAPTER-III
OFFICERS OF THE UNIVERSITY

8. Officers of the University.—The following shall be the officers of the University, namely:-

(a) Chancellor;

(b) Vice-Chancellor;

(d) Principals of the constituent colleges;

(e) Chairpersons of the teaching departments;

(f) Registrar;

(g) Directors;

(h) Controller of Examinations;

(i) Treasurer;

(j) Librarian; and

(k) such other persons as may be prescribed to be the officers of the University.

9. Chancellor.—(1) The Governor of the Khyber Pakhtunkhwa shall be Chancellor of the University and Chairperson of the Senate.

(2) The Chancellor shall, when present, preside at the meetings of the Senate and the convocation of the University.

(3) The members of the Senate as well as the Vice-Chancellor shall be appointed by the Chancellor from amongst the persons recommended by the Representation Committee set up for this purpose or the Search Committee established in accordance with this Regulation and the tatutes, as the case may be.

(4) Every proposal to confer an honorary degree shall be subject to confirmation by the Chancellor.

(5) If the Chancellor is satisfied that serious irregularity or mismanagement with respect to the affairs of the University has occurred, he may--

(a) as regards proceedings of the Senate, direct that specified proceedings be reconsidered and appropriate action taken within one month of the direction having been issued:

Provided that if the Chancellor is satisfied that either no reconsideration has been carried out or that the reconsideration has failed to address the concern expressed he may, after calling upon the Senate to show-cause in writing, appoint a five member Review Panel to examine and report to the Chancellor on the functioning of the Senate. The report of the Review Panel shall be submitted within such time as may be prescribed by the Chancellor. The Review Panel shall be drawn from persons of eminence in academics and in the fields of law, accountancy and administration; and

(b) as regards proceedings of any Authority or with respect to matters within the competence of any Authority other than the Senate, direct the Senate to exercise powers under Section 20.

(6) The Chancellor shall have the powers to assent to such statutes as are required to be submitted to him by the Senate or withhold assent or refer them back for reconsideration.

10. Removal from the Senate.—(1) The Chancellor may, upon the recommendation of the Review Panel, remove any person from the membership of the Senate on the ground that such person—

(a) has become of unsound mind; or

(b) has become incapacitated to function as member of the Senate; or

(d) has absented himself from two consecutive meetings without just cause; or

(e) has been guilty of misconduct, including use of position for personal advantage of any kind, or gross inefficiency in the performance of functions.

(2) The Chancellor shall remove any person from the membership of the Senate on a resolution calling for the removal of such person supported by at least three-fourths of the membership of the Senate:

Provided that before passing such resolution the Senate shall provide the member concerned a fair hearing:

Provided further that the provisions of this section shall not be applicable to the Vice-Chancellor in his capacity as a member of the Senate.

11. Vice-Chancellor.—(1) There shall be a Vice-Chancellor of the University who shall be an eminent academic or a distinguished administrator and shall be appointed on such terms and conditions as may be prescribed.

(2) The Vice-Chancellor shall be the chief executive officer of the University responsible for all administrative and academic functions of the University and for ensuring that the provisions of this Regulation, statutes, bye-laws and rules are faithfully observed in order to promote the general efficiency and good order of the University. The Vice-Chancellor shall have all powers prescribed for this purpose, including administrative control over the officers, teachers and other employees of the University.

(3) The Vice-Chancellor shall, if present, be entitled to attend any meeting of any Authority or body of the University.

(4) The Vice-Chancellor may, in an emergency that in his opinion requires immediate action, ordinarily not in the competence of the Vice-Chancellor, take such action and forward, within seventy-two hours, a report of the action taken to the members of Emergency Committee of the Senate, to be set up by the tatutes. The Emergency Committee may direct such further action as is considered appropriate.

(5) The Vice-Chancellor shall also have powers to:--

(a) direct officers, teachers and other employees of the University to take up such assignments in connection with examination, administration and such other activities in or for the University as he may consider necessary for the purposes of the University;

(b) sanction by re-appropriation an amount not exceeding an amount prescribed by the Senate for an unforeseen item not provided for in the budget and report it to the Senate at the next meeting;

(d) make appointments of such categories of employees of the University and in such manner as may be prescribed by tatutes;

(e) suspend, punish dismiss or remove from service, in accordance with prescribed procedure, officers, teachers and other employees of the University except those appointed by or with the approval of the Senate;

(f) delegate, subject to such conditions as may be prescribed, any of his powers under this Regulation to an officer of the University; and

(g) to exercise and perform such other powers and functions as may be prescribed.

(6) The Vice-Chancellor shall preside at the convocation of the University in absence of the Chancellor.

(7) The Vice-Chancellor shall present an annual report before the Senate within three months of the close of the academic year. The annual report shall present such information as regards the academic year under review as may be prescribed, including disclosure of all relevant facts pertaining to the following, namely:—

(a) academics;

(b) research;

(d) finances.

(8) The Vice-Chancellor's annual report shall be made available, prior to its presentation before the Senate, to all officers and University teachers and shall be published in such numbers as are required to ensure its wide circulation.

12. Appointment and removal of the Vice-Chancellor.—(1) The Vice-Chancellor shall be appointed by the Chancellor from a panel of three candidates proposed by the Search Committee.

(2) For recommendation of persons suitable for appointment as Vice-Chancellor, a Search Committee, with the Chief Secretary Khyber Pakhtunkhwa as its convener, shall be constituted by the Chancellor and shall consist of--

(a) three eminent members of the society, with experience in education, administration or social work;

(b) two members of the Senate nominated by the Chancellor who are not employees of the University; and

(3) The members mentioned in clauses (a) and (b) of sub-section (2) shall be nominated by the Chancellor while the members mentioned in clause (c) shall be member of the Search Committee by virtue of his office.

(4) The Search Committee shall remain in existence till such time as a new Vice-Chancellor is appointed by the Chancellor.

(5) The Vice-Chancellor shall be appointed for a renewable tenure of five years on terms and conditions prescribed by tatutes. The tenure of an incumbent Vice-Chancellor shall be renewed by the Chancellor on the basis of his performance and on receipt of a resolution of the Senate in support of such renewal:

Provided that the Chancellor may call upon the Senate to reconsider such resolution once.

(6) The Senate may, pursuant to resolution in this behalf passed by three-fourth of its membership, recommend to the Chancellor the removal of the Vice-Chancellor on the ground of inefficiency, moral turpitude or physical or mental incapacity or gross misconduct, including misuse of position for personal advantage of any kind.

(7) Where the Chancellor is of the view that the Vice-Chancellor should be removed, he may make a reference to the Senate stating the instances of inefficiency, moral turpitude or physical or mental incapacity or gross misconduct on the part of the Vice-Chancellor that have come to his notice. After consideration of the reference the Senate may, pursuant to a resolution in this behalf passed by two-third of its membership, recommend to the Chancellor removal of the Vice-Chancellor:

Provided that prior to a resolution for the removal of the Vice-Chancellor being voted upon, the Vice-Chancellor shall be given an opportunity of being heard.

(8) A resolution recommending removal of the Vice-Chancellor shall be submitted to the Chancellor forthwith. The Chancellor may accept the recommendation and order removal of the Vice-Chancellor or return the recommendation to the Senate.

(9) At any time when the office of the Vice-Chancellor is vacant or the Vice-Chancellor is absent or is unable to perform functions of his office due to illness or some other cause, the Senate shall make such arrangements for performance of duties of the Vice-Chancellor as it may deem fit.

13. Registrar.—(1) There shall be a Registrar of the University to be appointed by the Senate on recommendation of the Vice-Chancellor, on such terms and conditions as may be prescribed:

Provided that till such time the Senate under this Regulation is fully constituted, the appointment shall be made by the Chancellor on recommendation of the Vice-Chancellor.

(2) The experience as well as the professional and academic qualifications necessary for appointment to the post of the Registrar shall be such as may be prescribed.

(3) The Registrar shall be full-time officer of the University and shall—

(a) be the administrative head of the administration branch of the University and be responsible for the provision of secretariat support to the Authorities of the University;

(b) be the custodian of the common seal and the academic records of the University;

(d) supervise the process of election, appointment or nomination of members to the various Authorities and other bodies in the prescribed manner;

(e) conduct elections of members to the various Authorities in the prescribed manner;

(f) be the Secretary of the Senate, the Syndicate, the Academic Council, Advanced Studies and Research Board, the Selection Board and such other committees or bodies as may be prescribed; and

(g) perform such other duties as may be specified by the Vice-Chancellor and other Authorities of the University from time to time.

(4) The term of office of the Registrar shall be three years and may be renewed from time to time:

Provided that the Senate may, on the advice of the Vice-Chancellor, terminate the appointment of the Registrar on grounds of inefficiency or misconduct in accordance with prescribed procedure.

14. Treasurer.—(1) There shall be a Treasurer of the University to be appointed by the Senate, on recommendation of the Vice-Chancellor, on such terms and conditions as may be prescribed:

Provided that till such time the Senate under this Regulation is fully constituted, the appointment shall be made by the Chancellor on recommendation of the Vice-Chancellor.

(2) The experience and professional and academic qualifications necessary for appointment to the post of the Treasurer shall be such as may be prescribed.

(3) The Treasurer shall be chief financial officer of the University and shall—

(a) manage the assets, liabilities, receipts, expenditures, funds and investments of the University;

(b) prepare the annual and revised budget estimates of the University and present them to the Syndicate or a committee thereof for approval and incorporation in the budget to be presented to the Senate;

(d) have accounts of the University audited annually so as to be available for submission to the Senate within six months of the close of the financial year; and

(e) perform such other duties as may be prescribed.

(4) The term of office of the Treasurer shall be three years and may be renewed from time to time:

Provided that the Senate may, on the advice of the Vice-Chancellor, terminate the appointment of the Treasurer on grounds of inefficiency or misconduct in accordance with prescribed procedure.

15. Controller of Examinations.—(1) There shall be a Controller of Examinations to be appointed by the Senate on recommendation of the Vice-Chancellor on such terms and conditions as may be prescribed:

Provided that till such time the Senate under this Regulation is fully constituted, the appointment shall be made by the Chancellor on recommendation of the Vice-Chancellor.

(2) The minimum qualifications necessary for appointment to the post of the Controller of Examinations shall be such as may be prescribed.

(3) The Controller of Examinations shall be a full-time officer of the University and shall be responsible for all matters connected with the conduct of examinations and perform such other duties as may be prescribed.

(4) The term of office of the Controller of Examinations shall be three years and may be renewed from time to time:

Provided that the Senate may, on advice of the Vice-Chancellor, terminate the services of the Controller of Examinations on grounds of inefficiency or misconduct in accordance with prescribed procedure.

16. Auditor.—(1) There shall be an internal Auditor of the University to be appointed by the Senate on such terms and conditions as may be determined by it.

(2) The internal Auditor shall be responsible for pre-auditing of all bills and documents for all payments to be made by the University.

17. Other officers.—Subject to the provisions of this Regulation, the terms and conditions of service and powers and duties of other officers of the University shall be such as may be prescribed.

CHAPTER-IV
AUTHORITIES OF THE UNIVERSITY

18. Authorities.—(1) The following shall be the Authorities of the University, namely:—

(a) Authorities established by this Regulation shall be,--

(i) Senate;

(ii) Syndicate; and

(iii) Academic Council.

(b) Authorities established by statutes shall be—

(i) the Graduate and Research Management Council;

(ii) the Recruitment, Development, Evaluation and Promotion Committees for teachers and other staff whether at the level of the Department, the Faculty or the University;

(iii) the Career Placement and Internship Committee of each Faculty;

(iv) the Search Committee for appointment of the Vice-Chancellor;

(v) the Representation Committees for appointment to the Senate, Syndicate and the Academic Council.

(vi) the Faculty Council;

(vii) the Departmental Council;

(viii) the committees or sub-committees set up under sub-section (2); and

(ix) such other Authorities as may be prescribed.

(2) The Senate, the Syndicate and the Academic Council may set up such other committees or sub-committees, by whatever name described, as are considered desirable and appropriate through tatutes or bye-laws.

19. Senate.—(1) The body responsible for governance of the University shall be described as the Senate, which shall consist of—

(a) Chancellor who shall be Chairperson of the Senate;

(b) Vice-Chancellor;

(d) Secretary Finance FATA or his nominee not below the rank of Additional Secretary;

(e) Secretary (Administration and Coordination) FATA or his nominee not below the rank of Additional Secretary;

(f) four persons from society at large being persons of distinction in the fields of administration, management, education, academics, law, accountancy, medicine, fine arts, architecture, agriculture, science, technology and engineering with a view to reflecting a balance across the various fields:

Provided that the special focus or affiliation of the University, to be declared in the manner prescribed, may be reflected in the number of persons of distinction in an area of expertise relevant to the University who are appointed to the Senate;

(g) one person from amongst the alumni of the University;

(h) two persons from the academic community of FATA or the country, other than an employee of the University, at the level of professor or principal of a college, to be appointed by the Chancellor;

(i) four University teachers; and

(j) one person nominated by the Commission.

(2) The numbers of the members of the Senate described under clauses (h), (i) and (j) of sub-section (1) may be increased by the Senate through statutes subject to condition that the total membership of the Senate does not exceed twentyone and the increase is balanced, to the extent possible, across the different categories specified in sub-section (1).

(3) All appointments to the Senate shall be made by the Chancellor. Appointments of persons described in clauses (h) and (i) of sub-section (1) shall be made from amongst a panel of three names for each vacancy recommended, by the Representation Committee set up in terms of Section 26 and in accordance with procedure as may be prescribed:

Provided that effort shall be made, without compromising on quality or qualification, to give fair representation to women on the Senate:

Provided further that as regards the University teachers described in clause (g) of sub-section (1), the Senate shall prescribe a procedure for appointment on the basis of election that provide for voting by the various categories of University teacher:

Provided also that the Senate may alternatively prescribe that appointment of University teachers to the Senate shall also be in the manner provided by this sub-section for the persons described in clauses (g) and (h) of sub-section (1).

(4) Members of the Senate, other than ex-officio members, shall hold office for three years. One-third of the members, other than ex-officio members, of the first restructured Senate, to be determined by lot, shall retire from office on the expiration of one year from the date of appointment by the Chancellor. One-half of the remaining members, other than ex-officio members, of the first restructured Senate, to be determined by lot, shall retire from office on the expiration of two years from the date of appointment and the remaining one-half, other than ex-officio members, shall retire from office on the expiration of the third year:

Provided that no person, other than an ex-officio member, may serve on the Senate for more than two consecutive terms:

Provided further that the University teachers appointed to the Senate may not serve for two consecutive terms.

(5) The Senate shall meet twice in a calendar year and the service on the Senate shall be on honorary basis. The members of the Senate may, however, be reimbursed actual expenses, if any, incurred by them in connection with the affairs of the Senate in the manner prescribed.

(6) In the absence of the Chancellor, meetings of the Senate shall be presided over by such member, as the Chancellor may, from time to time, nominate. The member so nominated shall be the convener of the Senate.

(7) Unless otherwise prescribed by this Regulation, all decisions of the Senate shall be taken on the basis of the opinion of a majority of the members present. In the event of the members being evenly divided on any matter, the person presiding over the meeting shall have a casting vote.

(8) The quorum for a meeting of the Senate shall be two-third of its membership, a fraction being counted as one.

20. Powers and functions of the Senate.—(1) The Senate shall have the power of general supervision over the University and shall hold the Vice-Chancellor and the Authorities accountable for all the functions of the University. The Senate shall have all powers of the University not expressly vested in an Authority or officer by this Regulation and all other powers not expressly provided in this Regulation that are necessary for the performance of its functions.

(2) Without prejudice to the generality of the foregoing powers, the Senate shall have power to—

(a) approve the proposed annual plan of work, the annual and revised budgets, the annual report and the annual statement of account;

(b) hold, control according to the laid down policy for the administration of the property, funds and investments of the University, including the approval of the sale and purchase or acquisition of movable and immovable property;

(c) oversee the quality and relevance of the University's academic programmes and to review the academic affairs of the University in general;

(d) approve the appointment of Deans, Professors, Associate Professors and such other senior faculty and senior administrators as may be prescribed;

(e) institute schemes, directions and guidelines for the terms and conditions of appointment of all officers, teachers and other employees of the University;

(f) approve strategic plans;

(g) approve financial resource development plans of the University;

(h) consider the drafts of statutes and bye-laws proposed by the Syndicate and the Academic Council and deal with them in the manner as provided for in sections 28 and 29, as the case may be :

Provided that the Senate may make statute or bye-laws on its own initiative and approve it after calling for the advice of the Syndicate or the Academic Council, as the case may be;

(i) annul by order in writing the proceedings of any Authority or officer if the Senate is satisfied that such proceedings are not in accordance with the provisions of this Regulation, statutes or bye-laws after calling upon such Authority or officer to show-cause why such proceedings should not be annulled;

(j) recommend of the Chancellor removal of any member of the Senate in accordance with the provisions of this Regulation;

(k) make appointment of members of the Syndicate, other than ex-officio members, in accordance with the provisions of this Regulation.

(l) make appointment of members of the Academic Council, other than ex-officio members, in accordance with the provisions of this Regulation;

(m) appoint Emeritus Professors on such terms and conditions as may be prescribed;

(n) remove any person from the membership of any Authority if such person—

(i) has become of unsound mind; or

(ii) has become incapacitated to function as member of such Authority; or

(iii) has been convicted by a Court of law for an offence involving moral turpitude; and

(o) determine the form, provide for the custody and regulate the use of the common seal of the University.

(3) The Senate may, subject to the provisions of this Regulation, delegate all or any of the powers and functions of any Authority, officer or employee of the University at its main campus, to any Authority, committee, officer or employee at its additional campus, if any, for the purpose of exercising such powers and performing such functions in relation to such additional campuses and for this purpose the Senate may create new posts or positions at the additional campuses.

21. Visitations.—(1) The Senate may, in accordance with procedures prescribed, cause an inspection to be made in respect of any matter connected with the University.

(2) The Chancellor may also cause an inspection or inquiry to be made in respect of any matter directly or indirectly concerned with the University and, from time to time, appoint such expert or experts in the manner prescribed, for purposes of carrying out the inspection of various matters connected with the University.

(3) The Chancellor shall communicate the Senate his views with regards to the results of such inspection or inquiry and shall, after ascertaining the views thereon of the Senate, advise the Senate on action to be taken.

(4) The Senate shall communicate to the Chancellor such action, if any, as has been taken or may propose action to be taken upon the results of the inspection or inquiry.

22. Syndicate.—(1) The Syndicate shall consist of—

(a) the Vice-Chancellor, who shall be its Chairperson;

(b) the Deans of the Faculties of the University;

(d) two principals, one each from public and private sectors, of affiliated colleges to be nominated by the Chancellor from a panel recommended by the FATA Secretariat;

(e) one Professor, one Associate Professor, one Assistant Professor and one Lecturer of the University, who are not members of the Senate, to be elected by the University teachers in accordance with the procedure to be prescribed by the Senate;

(f) two principals, one male and one female of the constituent colleges;

(g) three persons of eminence to be nominated by the Chancellor, on the recommendations of FATA Secretariat.

(h) the Registrar;

(i) the Treasurer; and

(j) the Controller of Examinations.

(2) The members of the Syndicate, other than ex-officio members, shall hold office for three years.

(3) As regards the members referred to in clause (f) of sub-section (1), the Senate may, as an alternative to elections, prescribe a procedure for proposal of a panel of names by the Representation Committee set up in terms of Section 26. Appointment of persons proposed by the Representation Committee may be made by the Senate on the recommendation of the Vice-Chancellor.

(4) The quorum for a meeting of the Syndicate shall be one-half of the total number of its members, a fraction being counted as one.

(5) The Syndicate shall meet at least once in each quarter of the year.

23. Powers and duties of the Syndicate.—(1) The Syndicate shall be the executive body of the University and shall, subject to the provisions of this Regulation and the statutes, exercise general supervision over the affairs and management of the University.

(2) Without prejudice to the generality of the foregoing powers and subject to the provisions of this Regulation, the statutes made thereunder and directions of the Senate, the Syndicate shall have powers, to—

(a) consider the annual report, the annual and revised budget estimates and to submit these to the Senate;

(b) transfer and accept transfer of movable and immovable property on behalf of the University;

(d) cause proper books of account to be kept for all sums of money received and expended by the University and for the assets and liabilities of the University;

(e) invest any money belonging to the University including any unapplied income in any of the securities described in Section 20 of the Trusts Act, 1882 (Act II of 1882), or in the purchase of immovable property or in such other manner, as it may prescribe, with the like power of varying such investments;

(f) receive and manage any property transferred, and grants, bequests, trusts, gifts, donations, endowments and other contributions made to the University;

(g) administer any funds placed at the disposal of the University for specified purposes;

(h) provide the buildings, libraries, premises, furniture, apparatus, equipments and other means required for carrying out the affairs of the University;

(i) establish and maintain halls of residence and hostels or approve or license hostels lodging or lodgings for the residence of students;

(j) recommend to the Senate affiliation or disaffiliation of colleges;

(k) arrange for the inspection of colleges and the departments;

(l) institute Professorships, Associate Professorships, Assistant Professorships, Lecturerships and other teaching posts or to keep vacant or abolish such posts;

(m) create, keep vacant or abolish such administrative or other posts as may be necessary;

(n) prescribe the duties of officers, teachers and other employees of the University;

(o) report to the Senate on matters with respect to which it has been asked to report;

(p) appoint members to various Authorities in accordance with the provisions of this Regulation;

(q) propose drafts of statutes for submission to the Senate;

(r) regulate the conduct and discipline of the students of the University;

(s) take actions necessary for the good administration of the University in general and to this end exercise such powers as are necessary;

(t) delegate any of its powers to any Authority or officer or a committee; and

(u) perform such other functions as have been assigned to it by the provisions of this Regulation or the statutes made thereunder.

24. Academic Council.—(1) There shall be an Academic Council of the University consisting of—

(a) Vice-Chancellor who shall be its Chairperson;

(b) Deans of Faculties and such heads of departments as may be prescribed;

(d) five members representing the departments, constituent institutions and constituent colleges to be elected in the manner prescribed by the Senate;

(e) two principals of affiliated colleges, one each from public and private affiliated colleges;

(f) five professors including Emeritus Professors;

(g) Registrar;

(h) Controller of Examinations; and

(1) Librarian.

(2) The Senate shall appoint the members of the Academic Council, other than the ex-officio members, on the recommendation of the Vice-Chancellor:

Provided that as regards the five professors and the members representing the departments constituent institutions and the constituent colleges, the Senate may, as an alternative to elections, prescribe a procedure for proposal of a penal of names by the Representation Committee set up in terms of Section 26. Appointment of persons proposed by the Representation Committee may be made by the Senate on the recommendation of the Vice-Chancellor,

(3) Members of the Academic Council shall hold office for three years.

(4) The Academic Council shall meet at least once in each quarter.

(5) The quorum for meetings of the Academic Council shall be one-half of the total number of members.

25. Powers and duties of the Academic Council,—(1) The Academic Council shall be the principal academic body of the University and shall, subject to the provisions of this Regulation and the statutes made underthere, have the powers to lay down proper standards of instruction, research and examinations and to regulate and promote the academic life of the University and the colleges.

(2) Without prejudice to the generality of the foregoing powers and subject to the provisions of this Regulation and the statutes made thereunder, the Academic Council shall have the power to—

(a) approve the policies and procedures pertaining to the quality of academic programmes;

(b) approve academic programmes;

(c) approve the policies and procedures pertaining to students-related functions including admissions, expulsions, punishments, examinations and certification;

(d) approve the policies and procedures assuring quality of teaching and research;

(e) recommend the policies and procedures for affiliation of other educational institutions;

(f) propose to the Syndicate schemes for the constitution and organization of Faculties, teaching departments and Boards of Studies;

(g) appoint paper setters and examiners for all examinations of the University after receiving panels of names from the relevant authorities;

(h) institute-programmes for the continued professional development of University teachers at all levels;

(i) recognize the examinations of other universities or examining bodies as equivalent to the corresponding examinations of the University;

(j) regulate the award of studentships, scholarships, exhibitions, medals and prizes;

(k) propose, from time to time, bye-laws to the Senate on the recommendations of the Board of Faculties and the Board of Studies, prescribing the courses of studies, the syllabi and examinations:

Provided that if the recommendations of the Board of a Faculty or Board of Studies are not received by the prescribed date, the Academic Council may, subject to the approval of the Senate, permit the existing bye-laws to continue for the following year;

(l) prepare an annual report on the academic performance of the University; and

(m) perform such functions as may be prescribed by bye-laws.

26. Representation Committees.—(1) There shall be a Representation Committee constituted by the Senate through statutes for recommendation of persons for appointment to the Senate in accordance with the provisions of Sections 19.

(2) There shall also be a Representation Committee constituted by the Senate through statutes for the recommendation of persons for appointment to the Syndicate and the Academic Council in accordance with the provisions of Sections 22 and 24.

(3) Members of the Representation Committee for the purpose of sub-section (1) shall consist of—

(a) three members of the Senate who are not University teachers;

(b) two persons nominated by the Vice-Chancellor amongst the University teachers;

(c) one person from the academic community, not employed by the University, at the level of professor or principal to be nominated by the Chancellor; and

(d) one eminent citizen with experience in administration, philanthropy, development work, law or accountancy to be nominated by the Senate.

(4) Members of the Representation Committee for the purpose of sub-section (2) shall consist of—

(a) two members of the Senate who are not University teachers; and

(b) three University teachers to be appointed by the Chancellor on recommendation of the Vice-Chancellor.

(5) The tenure of the Representation Committees shall be three years provided that no member shall serve for more than two consecutive terms.

(6) The working procedures of the Representation Committees shall be such as may be prescribed.

(7) There may also be such other representation committees set up by any of the other Authorities of the University as are considered appropriate for recommending persons for appointment to the various Authorities and other bodies of the University.

27. Constitution, function and powers of other Authorities.—The constitution, functions and powers of other Authorities for which no specific provisions, or insufficient provisions, have been made in this Regulation shall be such as may be prescribed by the statutes.

CHAPTER-V
STATUTES, BYE-LAWS AND RULES

28. Statutes.—(1) Subject to the provisions of this Regulation, statutes may be made to be published in the official Gazette, to regulate or prescribe all or any of the following matters, namely—

(a) the contents of and the manner in which the annual report to be presented by the Vice-Chancellor before the Senate shall be prepared;

(b) the University fees and other charges;

(d) the scales of pay and other terms and conditions of service of officers, teachers and other University employees;

(e) the maintenance of the register of registered graduates;

(f) affiliation and disaffiliation of educational institutions and related matters;

(g) admission of educational institutions to the privileges of the University and the withdrawal of such privileges;

(h) the establishment of Faculties, Departments, institutes, colleges and other academic divisions;

(i) the powers and duties of officers and teachers;

(j) conditions under which the University may enter into arrangements with other institutions or with public bodies for purposes of research and advisory services;

(k) conditions for appointment of Emeritus Professors and award of honorary degrees;

(l) efficiency and discipline of University employees;

(m) the constitution and procedure to be followed by Representation Committees in carrying out functions in terms of this Regulation;

(n) the constitution and procedure to be followed by the Search Committee for appointment of the Vice-Chancellor;

(o) constitution, functions and powers of the Authorities of the University; and

(p) all other matters which by this Regulation are to be or may be prescribed or regulated by Statutes.

(2) The draft of statutes shall be proposed by the Syndicate to the Senate which may approve or pass with such modifications as the Senate may think fit or may refer back to the Syndicate, as the case may be, for reconsideration of the proposed draft:

Provided that statutes concerning any of the matters mentioned in clauses (a) and (1) of sub-section (1) shall be initiated and approved by the Senate, after seeking the views of the Syndicate:

Provided further that the Senate may initiate a statute with respect to any matter in its power or with respect to which a statute may be framed in terms of this Regulation and approve such statute after seeking views of the Syndicate.

29. Bye-laws.--(1) Subject to the provisions of this Regulation and the statues, the Academic Council may make bye-laws for all or any of the following matters, namely:—

(a) the courses of study for degrees, diplomas and certificates of the University;

(b) the manner in which the teaching referred to in sub-section (1) of Section 7 shall be organized and conducted;

(d) the consideration under which students shall be admitted to the courses and the examinations of the University and shall become eligible for the award of degrees, diplomas and certificates;

(e) the conduct of examinations;

(f) conditions under which a person may carry on independent research to entitle him to a degree;

(g) the institution of fellowships, scholarships, exhibitions, medals and prizes;

(h) the use of the library;

(i) the formation of Faculties, departments and Board of Studies; and

(j) all other matters which by this Regulation or the statutes made thereunder are to be or may be prescribed by bye-laws.

(2) Bye-laws shall be proposed by the Academic Council and shall be submitted to the Senate which may approve them or withhold approval or refer them back to the Academic Council for reconsideration. Bye-laws proposed by the Academic Council shall not be effective unless they receive approval of the Senate.

(3) Bye-laws regarding or incidental to matters contained in clauses (g) and (i) of sub-section (1) shall not be submitted to the Senate without prior approval of the Syndicate.

30. Amendment and repeal of Statutes and Bye-laws.—The procedure for adding to, amending or repealing the Statutes and Bye-laws shall be the same as that prescribed respectively for framing or making Statutes and Bye-laws.

31. Rules.—(1) The Authorities and other bodies of the University may make rules, not in consistent with this Regulation, statutes or bye-laws made thereunder, to regulate any matter relating to the affairs of the University for which detailed provisions have been provided for by this Regulation or which is not required to be regulated by statutes or bye-laws, including rules to regulate the conduct of business and the time and places of meetings and related matters.

(2) Rules shall become effective upon approval by the Syndicate.

CHAPTER-VI
UNIVERSITY FUND

32. University Fund.—There shall be a fund of the University to be called the FATA University fund to which shall be credited all money received by it from fees, donations, trusts, bequests, endowments, contributions, grants and other sources.

33. Recovery of University dues.—All dues of the University shall be recoverable as arrears of land revenue.

34. Audits and accounts.—(1) The accounts of the University shall be maintained and audited in such from and in such manner as may be prescribed.

(2) The teaching departments and all other bodies designated as such by the Syndicate in terms of statutes shall be independent cost-centers of the University with authority vested in the head of each cost-centre to sanction expenditure out of the budget allocated to it:

Provided that re-appropriation from one head of expenditure to another may be made by the head of a cost-centre in accordance with and to the extent prescribed by statutes.

(3) All funds generated by teaching departments, constituent colleges or other units of the University through consultancy, research or other provision of service shall be credited to the University fund:

Provided that teaching department, constituent college or other unit concerned may be allowed enhanced budget allocation equivalent to a part of the funds generated in accordance with prescribed terms and procedure.

(4) No expenditure shall be made from the funds of the University, unless a bill for its payments has been issued by the head of the cost-centre concerned in accordance with statutes and the Treasurer has verified that the payment is provided for in the approved budget of the cost centre, subject to the authority to re-appropriate the fund available to the head of the cost-centre.

(5) Provision shall be made for an internal audit of the finances of the University.

(6) Without prejudice to the requirement of audit by an auditor appointed by Government in accordance with the provisions of any other law in force, the annual audited statement of accounts of the University shall be prepared in conformity with the generally accepted accounting principles by a reputed firm of Chartered Accountants and signed by the Treasurer. The annual audited statement of accounts so prepared shall be submitted to the Auditor General of Pakistan for his observations in accordance with the Auditor General's (Functions, powers, terms and conditions of service) Ordinance, 2001 (XXIII of 2001).

(7) The observations of the Auditor General of Pakistan, if any, together with such annotations as the Treasurer may make, shall be considered by the Syndicate and shall be placed before the Senate within six months of closing of the financial year.

CHAPTE-VII

GENERAL PROVISIONS

35. Opportunity to show-cause.—Except otherwise provided by law, no officer, teacher or other employee of the University, holding a permanent post, shall be reduced in rank or removed or compulsorily retired from service for cause arising out of any act or omission on the part of the person concerned, unless he has been given a reasonable opportunity of showing cause against the action proposed to be taken.

36. Appeal to the Syndicate and the Senate.--Where an order is passed punishing any officer (other than the Vice-Chancellor), teacher or other employee of the University or altering or interpreting to his disadvantage the prescribed terms or conditions of his service, he shall, where the order is passed by any officer or teacher of the University, other than the Vice-Chancellor, have the right to appeal to the Syndicate against the order and where the order is passed by the Vice-Chancellor, he shall have the right to appeal to the Senate.

37. Service of the University.—(1) All persons employed by the University in accordance with the terms and conditions of service prescribed by statutes shall be deemed to be persons in the service of Pakistan only for the purposes of any Court or tribunal set up by law in terms of Article 212 of the Constitution of the Islamic Republic of Pakistan and provisions of the Service Tribunals Act, 1973 (LXX of 1973) and rules made thereunder as in force in Pakistan, shall apply to such persons of the University:

Provided that any provision as regards the terms and conditions of employment of persons in the service of Pakistan in general or in comparable employment notwithstanding the service of persons employed by the University shall be entirely governed by the terms and conditions prescribed by the relevant statutes.

(2) An officer, teacher or other employee of the University shall retire from service on attaining such age or rendering such tenure of service as may be prescribed.

38. Benefits and Insurance.—(1) The University shall constitute for the benefit of its officers, teachers and other employees schemes, as may be prescribed, for the provision of post-employment benefits as well as health and life insurance while in service.

(2) Where any provident fund has been constituted under this Regulation, the provisions of the Provident Funds Act, 1925 (XIX of 1925), shall apply to such funds as if it were the Government provident fund.

39. Commencement of term of office of members of Authority.—(1) When a member of a newly constituted Authority is elected, appointed or nominated, his term of office, as fixed under this Regulation, shall commence from such date as may be prescribed.

(2) Where a member who has accepted any other assignment or for any other similar reason remains absent from the University for a period of not less than six months he shall be deemed to have vacated his seat.

40. Filling of casual vacancies in Authorities.—Any casual vacancy among the members of any Authority shall be filled, as soon as conveniently may be, in the same manner and by the same person or Authority that had appointed the member whose place has become vacant and the person appointed to the vacancy shall be a member of such Authority for the residue of the term for which the person whose place he fills would have been a member.

41. Flaws in the constitution of Authorities.—Where there is a flaw in the constitution of an Authority, constituted by this Regulation, or statutes or bye-laws made thereunder, on account of the abolition of a specified office under Government or because an organization, institution or other body outside the University has been dissolved or has ceased to function or because of some other similar reason, such flaw shall be removed in such manner as the Senate may direct.

42. Proceedings of Authorities not invalidated by the vacancies.—No act, resolution or decision of any Authority shall be invalid by reason of any vacancy on the Authority doing, passing or making it or by reason of any want of qualification or invalidity in the election, appointment or nomination of any de-facto member of the Authority, whether present or absent.

43. First statutes.—Notwithstanding anything to the contrary contained in this Regulation, statutes, set out in the Schedule appended to this Regulation, shall be deemed to be the statutes made under Section 28 and shall continue to remain in force until amended or repealed.

44. Removal of difficulties.—(1) If any question arises as to the interpretation of any of the provisions of this Regulation, it shall be placed before the Chancellor whose decision thereon shall be final.

(2) If any dispute arises in giving effect to any of the provisions of this Regulation, the Chancellor may make such order after obtaining views of the Senate, not inconsistent with the provisions of this Regulation, as may appear to him to be necessary for removing the difficulty.

(3) Where this Regulation makes any provision for anything to be done but no provision or no sufficient provision has been made with respect to the authority by whom or the time at which or the manner in which it shall be done, in such cases it shall be done as the Chancellor may direct after obtaining views of the Senate.

45. Indemnity.—No suit or legal proceedings shall lie against the University or any Authority, officer or employee of the University or any person in respect of anything which in good faith is done or purported to have been done or intended to be or has been done under this Regulation.

46. Power to acquire officers, teachers or employees to serve under Government or any other organization.—(1) Notwithstanding anything contained in this Regulation,—

(a) the Senate may, after consultation with the Syndicate and in the public interest, direct that any officer, University teacher or other employee of the University shall serve in any post under Government or any other university or an educational or research institution and such direction shall be binding on the officer, teacher or other employee concerned; and

(b) the Senate may, on the advice of the Syndicate, direct any post in the University to be filled by appointing an employee of Government or any other university or an educational or research institution.

(2) Where any appointment or transfer has been made under this section, the terms and conditions of service of the appointee or transferee shall not be less favorable than those admissible to him immediately before such appointment or transfer and he shall be entitled to all benefits of his post or service.

47. First appointment of Vice-Chancellor.—The first Vice-Chancellor of this University shall be appointed by the Chancellor of this University on the recommendation of Government as soon after commencement of this Regulation as possible.

48. Transitional provision.—Till such time the University makes its rules, bye-laws and statutes, the rules, regulations and statutes made by the University of Peshawar shall, mutatis mutandis, be followed by the University in administering its affairs.

SCHEDULE

STATUTES

(See Section 3)

1. Faculties.—The University shall initially include following academic units, namely:—

(i) Faculty of chemical sciences;

(ii) Faculty of physical and numerical sciences;

(iii) Faculty of life sciences;

(iv) Faculty of management and social sciences;

(v) Faculty of religious and legal studies;

(vi) Faculty of languages and literature; and

(vii) such other Faculties as may be determined by statutes.

2. Board of Faculties.—(1) There shall be a Board of each Faculty, which shall consists of—

(i) the Dean;

(ii) the Professor and Chairpersons of the teaching departments and Directors of institutes;

(iii) one Associate Professor, one Assistant Professor and one Lecturer to be nominated by rotation in order of merit from each department or institute constituted in the Faculty; and

(iv) three teachers to be nominated by the Academic Council by reason of their specialized knowledge of the subjects which; though not assigned to the Faculty, have in opinion of the Academic Council important bearing on the subjects assigned to the Faculty.

(2) The members mentioned at sub-clauses (iii) and (iv) of clause (1) shall hold office for three years.

(3) The quorum for a meeting of Board of a Faculty shall be one-half of the total number of members, a fraction being counted as one.

3. Powers and functions of the Board of Faculty.—The Board of each Faculty shall, subject to the general control of the Academic Council and the Syndicate, have the powers to--

(i) co-ordinate the teaching, publication and research work in the subjects assigned to the Faculty;

(ii) scrutinize the recommendations of the Board of Studies comprised in the Faculty in regard to the appointment of paper setters and examiners except for research examinations and to forward the panels of suitable paper setters and examiners for each examination to the Vice-Chancellor;

(iii) consider any other academic matter relating to report thereon to the Academic Council; and

(iv) perform such other functions as may be assigned to it.

4. Dean.—(1) There shall be a Dean of each Faculty, who shall be the Chairperson and convener of the Board of Faculty.

(2) The Dean of each Faculty shall be appointed by the Chancellor from amongst three senior most Professors in the Faculty for a period of two years and shall be eligible for re-appointment provided that if no Professor is available in a Faculty, a Professor from some other Faculty may act as a Dean till a Professor of the Faculty itself is appointed.

(3) The Dean shall present candidates for admission to degrees, except honorary degrees, in the course falling within purview of the Faculty.

(4) The Dean shall exercise such administrative and academic powers as may be delegated to him.

5. Teaching department or institute and Chairperson or Director.—(1) There shall be a teaching department or institute for each subject or a group of subjects, as may be prescribed by bye-laws and each teaching department or institute shall be headed by a Chairperson or Director.

(2) The Chairperson of a teaching department or Director of an institute shall be appointed by the Syndicate on recommendations of the Vice-Chancellor from amongst three senior most Professors of the department or institute for a period of two years and shall be eligible for re-appointment:

Provided that in a department or institute where there are less than three Professors, the appointment shall be made from amongst three senior most Professors and Associate Professors of the department or institute:

Provided further that in a Department or Institute in which there is no Professor or Associate Professor, no such appointments shall be made and the department or institute shall be looked after by Dean of the Faculty with assistance of the senior most teacher of the department or institute.

(3) The Chairperson of a department or Director of an institute shall plan, organize and supervise work of the department or institute and shall be responsible to the Dean for the work of his department or institute.

6. Board of Studies.—(1) There shall be a separate Board of Studies for each subject or group, as may be prescribed by bye-laws.

(2) Each Board of Studies shall consist of,--

(i) the Chairperson or Director of the teaching department or institute;

(ii) all Professors and Associate Professors in the teaching department or institutes;

(iii) two University teachers, other than Professors or Associate Professors, to be appointed by the Academic Council;

(iv) three teachers, other than the University teachers, to be appointed by the Vice-Chancellor from affiliated colleges or affiliated institutions; and

(v) one Assistant Professor and one Lecturer to be appointed by rotation in order of merit from the department concerned:

Provided that in the case of professional subjects which are taught in the affiliated colleges or affiliated institutions only and not in the University, the Board of Studies shall consist of—

(a) two Principals of the colleges, Directors of the institutes, concerned; and

(b) two experts to be appointed by the Vice-Chancellor.

(3) The term of office of members of the Board of Studies, other than ex-officio members, shall be three years.

(4) The quorum for meetings of the Board of Studies shall be one-half of total members, a fraction being counted as one.

(5) The Chairperson of the teaching department concerned shall be the Chairperson and convener of the Board of Studies. Where in respect of a subject there is no University teaching department, Chairperson shall be appointed by the Vice-Chancellor.

(6) The functions of the Board of Studies shall be to—

(i) advise the Authorities on all academic matters concerning instructions, publications, research and examinations in the subjects concerned;

(ii) propose the curricula and syllabi for all degree, diploma and certificate courses in the subjects concerned;

(iii) suggest a panel of names of paper setters and examiners in the subjects concerned; and

(iv) to perform such other functions as may be prescribed by bye-laws.

7. Advanced Studies and Research Board.—(1) The Advanced Studies and Research Board shall consist of--

(i) Vice-Chancellor (Chairperson);

(ii) Dean of Faculty concerned and Directors of institutes;

(iii) three University Professors, other than Deans, to be appointed by Syndicate;

(iv) Principal of constituent college;

(v) three University teachers, having required research, qualifications and experience, to be appointed by the Academic Council; and

(vi) three teachers from affiliated colleges or affiliated institutions, having required research, qualifications and experience, to be appointed by the Academic Council.

(2) The term of office of members of the Advanced Studies and Research Board, other than ex-officio members, shall be two years.

(3) The quorum for a meeting of the Advanced Studies and Research Board shall be one-half of the total number of members, a fraction being counted as one.

(4) The functions of Advanced Studies and Research Board shall be to--

(i) advise the Authorities on all matters connected with the promotion of advanced studies and research in the University;

(ii) consider and report to the Authorities on the institution of research degrees in the University;

(iii) propose bye-laws regarding the award of research degrees;

(iv) appoint supervisors for postgraduate research students and to approve titles and synopses of their thesis dissertations;

(v) recommend panels of names of examiners for evaluation of their thesis and other research examinations; and

(vi) perform such other functions as may be prescribed by statutes.

8. Selection Board.—(1) The Selection Board shall consist of—

(i) Vice-Chancellor (Chairperson);

(ii) one Vice-Chancellor of a University in a public sector to be appointed by the Chancellor;

(iii) Chairman or a member of the Khyber Pukhtunkhwa Province Public Service Commission or his nominee;

(iv) Dean of the Faculty concerned;

(v) Chairperson of the teaching department or Director of the institute and Principal of the constituent college concerned; and

(vi) one member of the Syndicate and head of the concerned section.

(2) The members, other than ex-officio members, shall hold office for three years.

(3) The quorum of Selection Board in case of selection of a Professor or Associate Professor and other teachers shall be four and three respectively. In case of selection of officers other than teachers, the Selection Board shall consist only of members mentioned at sub-clauses (i), (ii), (iii) and (iv) of clause (1) and the quorum shall be three.

(4) No member who is a candidate for the post to which appointment is to be made shall take part in proceedings of the Board.

(5) In selecting candidates for the posts of Professors and Associate Professors, the Selection Board shall co-opt or consult three experts in the subject concerned and in selecting candidates for other teaching posts two experts in the subject concerned, to be nominated by the Vice-Chancellor from a standing list of experts for each subject approved by the Syndicate on recommendations of the Selection Board and revised from time to time.

9. Functions of the Selection Board.—(1) The Selection Board for teaching and other posts shall consider the applications received in response to an advertisement and recommend to the Syndicate the names of suitable persons appointment to teaching or other posts as the case may be and may also recommend:--

(i) the grant of a higher initial pay in suitable cases for reasons to be recorded;

(ii) the appointment of an eminent qualified person to a position in the University on terms and conditions other than those prescribed; and

(iii) cases of award of increments or cash award on the basis of research contribution as prescribed.

(2) In the event of unresolved difference of opinion between the Selection Board and the Syndicate, the matter shall be referred to the Chancellor whose decision thereon shall be final.

10. Finance and Planning Committee.—(1) The Finance and Planning Committee shall consist of:--

(i) Vice-Chancellor (Chairperson);

(ii) a representative of the Commission;

(iii) one member of Syndicate to be appointed by Syndicate;

(iv) two members of Academic Council to be nominated by Academic Council;

(v) Secretary Education FATA or his nominee not below the rank of an Additional Secretary;

(vi) Secretary Finance FATA or his nominee not below the rank of an Additional Secretary;

(vii) one Dean to be nominated by the Vice-Chancellor;

(viii) Registrar; and

(ix) Director Finance or Treasurer (Secretary).

(2) The term of members of the Finance and Planning, other than ex-officio members, shall be two years.

(3) The quorum for a meeting of the Finance and Planning Committee shall be five members.

11. Functions of Finance and Planning Committee.—The functions of Finance and Planning Committee shall be to,--

(i) consider annual statement of accounts and annual and revised budget estimates and advise the Syndicate thereon;

(ii) review periodically financial position of the University;

(iii) advise the Syndicate on all matters relating to planning, development, finance, investment and accounts of the University; and

(iv) perform such other functions as may be prescribed.

12. Affiliation Committee.—(1) The Affiliation Committee shall consist of—

(i) Vice-Chancellor (Chairperson);

(ii) two Professors to be nominated by the Academic Council;

(iii) Secretary to Government, in Science and Technology and Information Technology or his nominee not below the rank of a Joint Secretary; and

(iv) Director of Higher Education (colleges), FATA

(2) The term of office of members of the Affiliation Committee, other than ex-officio members, shall be two years.

(3) The Affiliation Committee may co-opt experts not exceeding three.

(4) The quorum for a meeting of the Affiliation Committee shall be three members.

(5) An officer of the University to be designated by the Vice-Chancellor for this purpose shall act as Secretary of the Affiliation Committee.

13. Functions of the Affiliation Committee.—The functions of the Affiliation Committee shall be to—

(i) constitute an inspection committee to inspect the educational institution seeking affiliation with or admission to the privileges of the University and to advise the Syndicate thereon provided that the Affiliation Committee may itself inspect the institution concerned and advise the Syndicate accordingly;

(ii) inquire into the complaints alleging breach of conditions of affiliation by affiliated colleges or affiliated institutions and to advise the Syndicate thereon; and

(iii) perform such other functions as may be prescribed by bye-laws.

14. Discipline Committee.—(1) The Discipline Committee shall consist of—

(i) a Chairperson to be nominated by the Vice-Chancellor;

(ii) two Professors to be nominated by the Academic Council;

(iii) two Professors to be nominated by the Syndicate; and

(iv) teacher or officer in charge of Students Affairs by whatever name called (Member-cum -Secretary).

(2) The term of office of member of the Discipline Committee, other than ex-officio member, shall be two years.

(3) The quorum for a meeting of Discipline Committee shall be four members.

15. Functions of the Discipline Committee.—The functions of the Discipline Committee shall be to--

(i) propose bye-laws to the Academic Council relating to the conduct of University students, maintenance of discipline and breach of discipline; and

(ii) perform such other functions as may be prescribed.

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S.No.	Name of Post	Qualification & Experience	Maximum Age.
1.	Member (Finance)	The applicant should be a financial expert/Chartered Accountant/ FCA/CFA/CPA/ CIMA from a recognized Foreign/Local University/ Institution of high repute with fifteen years experience including at least five years at the top management level.	57 years.
2.	Member (Tech)	(a) Ph.D. in Telecom, Electronics or Electrical Engineering with major in telecommunication with fifteen years relevant experience in a responsible position in public or private sectors. OR M.Sc./M.S {Electrical/ Electronics / Telecommun-ications Engineering) with major in Telecommunication or in a related discipline with a minimum of eighteen years experience in a responsible position in public / private sector. The experience of working in the field of Telecommunications / Regulatory organization will be preferred.	57 years.
3.	Member (Compliance & Enforcement)	Ph.D / Professional Charter in Business / Finance / Regulatory Economics / Administration / Corporate Management/ Telecommunications / Computer Sciences / Information Technology from Foreign/Local Institutions with 15 years experience including at least five years at the top management level. OR Masters Degree in above disciplines or ELM from a foreign or local university with 18 years relevant experience in Public / Private Sector.	57 years.