Providing Training Services Lessons Learned from Pakistan

1. Providing Training Services � Lessons Learned from Pakistan Introduce yourself Talk about the format of the presentation Mention the takeaways Introduce yourself Talk about the format of the presentation Mention the takeaways

2. Pakistan Institute of Corporate Governance Set up Dec 2004 in public-private partnership 2 apex regulators & 17 private sector institutions Membership opened to companies Nov 2007 35 members have joined subsequently Board size is 12 with majority from private sector PICG was set up as a not-for-profit company in Dec 2004, limited by guarantee and without share capital, for furtherance of Corporate Governance in Pakistan The Institute has been setup in public-private partnership; shareholders include, in addition to the Securities and Exchange Commission of Pakistan, the State Bank of Pakistan, the three Stock Exchanges, the Banking, Insurance and NBFS Associations, Professional Institutes of accountants & company secretaries, Academia, and the Corporate Sector. PICG is involved in training and education, creating awareness, undertaking research, publishing guidelines and other resource material, and acts a forum for discussion on corporate governance. Our training products are divided into the orientation workshops (1/2 � 1 day long) and the board development series (that covers 8 training days in totality). We offer a 25% price privilege to our member companies, corporations and institutions.PICG was set up as a not-for-profit company in Dec 2004, limited by guarantee and without share capital, for furtherance of Corporate Governance in Pakistan The Institute has been setup in public-private partnership; shareholders include, in addition to the Securities and Exchange Commission of Pakistan, the State Bank of Pakistan, the three Stock Exchanges, the Banking, Insurance and NBFS Associations, Professional Institutes of accountants & company secretaries, Academia, and the Corporate Sector. PICG is involved in training and education, creating awareness, undertaking research, publishing guidelines and other resource material, and acts a forum for discussion on corporate governance. Our training products are divided into the orientation workshops (1/2 � 1 day long) and the board development series (that covers 8 training days in totality). We offer a 25% price privilege to our member companies, corporations and institutions.

3. Founding Members Apex Regulators Corporate Regulator � SECP Banking Regulator � SBP Private Sector Institutions in �Clusters� Stock Exchanges Academia Professional Institutions Corporate Sector � Foreign/ Overseas Investment Corporate Sector � Domestic Investment Banking Sector Non-Banking Financial Sector

4. Membership - Segments

5. Revenue Generating Sources Training & Education Board Development Series (BDS) Directors Orientation Workshop (DOW) Memberships Founder Members Corporate Members (Full & Associate) Institutional Members (Full & Associate) Individual Members (Full & Associate) Advisory Services Corporate & Individuals

6. PICG - Achievements 17 Directors� Orientation Workshops since Dec 2006 30 Individual Director Education Workshops since Feb 2007 Jointly conducted survey on CG practices in Pakistan Jointly developed CG guidelines for Family-Owned Entities Advised SECP on CG guidelines for State-Owned Enterprises Pioneered �for TV� Conference with CNBC on Reputation Conducted survey on Compensation Polices for Directors CG as Core Curriculum at Institute of Business Management

7. Training Courses

8. Training Courses As mentioned earlier, as part of the training activities, PICG offfers two products; DOW and BDS. We will be talking about these in detail.As mentioned earlier, as part of the training activities, PICG offfers two products; DOW and BDS. We will be talking about these in detail.

9. Directors� Orientation Workshop - DOW Good corporate governance is a balance of power between shareholders, directors and managers. It is about making corporate leadership more accountable to shareholders while recognizing that other stakeholders also contribute to the long-term success of the organization. Corporate governance is no longer a local or national issue for directors and businesses. Shareholders all over the world are exerting a greater level of scrutiny over corporate leadership and its performance. Complex legislations have been introduced in the developed countries, and compliance is increasingly being made mandatory for businesses. To assist the corporate leadership of Pakistan in responding to these challenges, and to ensure continuous professional development at the highest corporate level, PICG has introduced DOW. It is a flexible and customized training program for individual companies which will be delivered by PICG faculty at the company premises.Good corporate governance is a balance of power between shareholders, directors and managers. It is about making corporate leadership more accountable to shareholders while recognizing that other stakeholders also contribute to the long-term success of the organization. Corporate governance is no longer a local or national issue for directors and businesses. Shareholders all over the world are exerting a greater level of scrutiny over corporate leadership and its performance. Complex legislations have been introduced in the developed countries, and compliance is increasingly being made mandatory for businesses. To assist the corporate leadership of Pakistan in responding to these challenges, and to ensure continuous professional development at the highest corporate level, PICG has introduced DOW. It is a flexible and customized training program for individual companies which will be delivered by PICG faculty at the company premises.

10. Program Overview Rationale Duration Other Features Who Should attend

11. Program Overview - Rationale Enhance the understanding of the board members about: Corporate governance Role, authority and fiduciary duties The main objective of DOW is to enhance the understanding of theboard members about the corporate governance in general. And about their role, authority and fiduciary duties as board members or as part of the senior management team.The main objective of DOW is to enhance the understanding of theboard members about the corporate governance in general. And about their role, authority and fiduciary duties as board members or as part of the senior management team.

12. Program Overview - Duration Depending on the company requirements: � day Full day

13. Program Overview � Other Features Saving of directors� precious travel time to an from the training location Company preferences can be considered in scheduling the workshop for a particular day of the month Can be conducted at all the major cities in Pakistan Workshop content can be customized to particular needs of the organization and its board members

14. Who Should Attend Board Chairman (highly desirable) Board members (those continuing as well as newly appointed ) including the CEO Chief Financial Officers (CFOs) Company Secretaries Potential Directors and Senior Management

15. Number of DOW held till date Period Number Jul 06 � Jun 07 4 Jul 07 � Jun 08 3 Jul 08 � Jun 09* 10 (* till April 30, 2009)Period Number Jul 06 � Jun 07 4 Jul 07 � Jun 08 3 Jul 08 � Jun 09* 10 (* till April 30, 2009)

16. Customers These have been bifurcated on the basis of Business Shareholding Period Client Business Shareholding Jul 06 � Jun 07 Askari Bank bank plc. Listed Standard Chartered Bank bank plc. listed JS Abamco bank plc. Listed Lahore Stock Exchange stock exchange others Jul 07 � Jun 08 Soneri Bank bank plc. Listed MCB bank plc. listed KAPCO fuel & energy SOE listed Jul 08- Mar 09 National Bank of Pakistan bank SOE listed MAGM Holdings financial services Pvt. Adamjee Insurance Co. Ltd insurance plc. listed TCP others SOE non-listed Pakistan Reinsurance Co. Ltd insurance SOE listed Invest Capital Investment Bank Ltd bank plc. listed The Bank of Punjab bank SOE listed Pakistan State Oil Company Ltd fuel & energy SOE listed The Royal Bank of Scotland bank plc listed Karachi Stock Exchange stock exchange others These have been bifurcated on the basis of Business Shareholding Period Client Business Shareholding Jul 06 � Jun 07 Askari Bank bank plc. Listed Standard Chartered Bank bank plc. listed JS Abamco bank plc. Listed Lahore Stock Exchange stock exchange others Jul 07 � Jun 08 Soneri Bank bank plc. Listed MCB bank plc. listed KAPCO fuel & energy SOE listed Jul 08- Mar 09 National Bank of Pakistan bank SOE listed MAGM Holdings financial services Pvt. Adamjee Insurance Co. Ltd insurance plc. listed TCP others SOE non-listed Pakistan Reinsurance Co. Ltd insurance SOE listed Invest Capital Investment Bank Ltd bank plc. listed The Bank of Punjab bank SOE listed Pakistan State Oil Company Ltd fuel & energy SOE listed The Royal Bank of Scotland bank plc listed Karachi Stock Exchange stock exchange others

17. Customers These have been bifurcated on the basis of Business Shareholding Period Client Business Shareholding Jul 06 � Jun 07 Askari Bank bank plc. Listed Standard Chartered Bank bank plc. listed JS Abamco bank plc. Listed Lahore Stock Exchange stock exchange others Jul 07 � Jun 08 Soneri Bank bank plc. Listed MCB bank plc. listed KAPCO fuel & energy SOE listed Jul 08- Mar 09 National Bank of Pakistan bank SOE listed MAGM Holdings financial services Pvt. Adamjee Insurance Co. Ltd insurance plc. listed TCP others SOE non-listed Pakistan Reinsurance Co. Ltd insurance SOE listed Invest Capital Investment Bank Ltd bank plc. listed The Bank of Punjab bank SOE listed Pakistan State Oil Company Ltd fuel & energy SOE listed The Royal Bank of Scotland bank plc listed Karachi Stock Exchange stock exchange others These have been bifurcated on the basis of Business Shareholding Period Client Business Shareholding Jul 06 � Jun 07 Askari Bank bank plc. Listed Standard Chartered Bank bank plc. listed JS Abamco bank plc. Listed Lahore Stock Exchange stock exchange others Jul 07 � Jun 08 Soneri Bank bank plc. Listed MCB bank plc. listed KAPCO fuel & energy SOE listed Jul 08- Mar 09 National Bank of Pakistan bank SOE listed MAGM Holdings financial services Pvt. Adamjee Insurance Co. Ltd insurance plc. listed TCP others SOE non-listed Pakistan Reinsurance Co. Ltd insurance SOE listed Invest Capital Investment Bank Ltd bank plc. listed The Bank of Punjab bank SOE listed Pakistan State Oil Company Ltd fuel & energy SOE listed The Royal Bank of Scotland bank plc listed Karachi Stock Exchange stock exchange others

18. Content of the Product - General The DOW is a compressed version of BDS in order to enlighten the board members with the fundamentals of CG. The areas covered in the DOW have thus been extracted from the BDS itself. Besides the modules covered in the general DOW, we have also covered some specific topics: Working procedures of the board Enterprise risk management The DOW is a compressed version of BDS in order to enlighten the board members with the fundamentals of CG. The areas covered in the DOW have thus been extracted from the BDS itself. Besides the modules covered in the general DOW, we have also covered some specific topics: Working procedures of the board Enterprise risk management

19. Pricing of the Product Based on the number of modules and the number of directors attending: For members � Rs. 150,000 For Non-members � Rs. 200,000 (# of mod x price per mod per person = 35k*5=Rs. 175,000 + Rs. 25,000 round up= Rs. 200,000 for a general DOW )(# of mod x price per mod per person = 35k*5=Rs. 175,000 + Rs. 25,000 round up= Rs. 200,000 for a general DOW )

20. Analysis of Cost Traveling Boarding / lodging infrastructure All these costs are borne by the client. DOW is usually done by representatives from PICG and IFC, hence no honorarium is paid to the presenters.All these costs are borne by the client. DOW is usually done by representatives from PICG and IFC, hence no honorarium is paid to the presenters.

21. Getting the customers to come back for more� Updating the content and doing a refresher course Inviting representatives from international affiliations to take part via video conferencing Customizing the product (e.g. for banks, stock exchanges, Family-owned enterprises, etc.)

22. Board Development Series Director Education Program PICG has developed is BDS, an accredited Director Education Program, as a modular series of interactive workshops, with the objective of providing the market with internationally certified directors. The certification is accredited by RiskMetrics Group of USA that allows for due recognition by rating companies when evaluating the participant�s organization.PICG has developed is BDS, an accredited Director Education Program, as a modular series of interactive workshops, with the objective of providing the market with internationally certified directors. The certification is accredited by RiskMetrics Group of USA that allows for due recognition by rating companies when evaluating the participant�s organization.

23. Program Overview Rationale Who Should attend Program structure

24. Program Overview - Rationale To enhance the professional competence of directors To provide networking opportunities To meet the corporate and financial sectors� need for non-executive directors Directors are ultimately responsible for providing guidance to an organization on its strategic vision and ensuring performance. It is expected that as the Pakistani corporate sector matures over the next few years, companies shall see a rising market demand for their boards to be manned by internationally certified directors, fully equipped to meet the governance challenges in an increasingly globalize world. This program aims to help directors to enhance their professional competence by keeping them abreast with international corporate governance developments. The BDS also provides directors with networking opportunities at the highest corporate level. Through its BDS Program, PICG aspires to fulfill the corporate and financial sectors� need for qualified, independent Non-executive Directors.Directors are ultimately responsible for providing guidance to an organization on its strategic vision and ensuring performance. It is expected that as the Pakistani corporate sector matures over the next few years, companies shall see a rising market demand for their boards to be manned by internationally certified directors, fully equipped to meet the governance challenges in an increasingly globalize world. This program aims to help directors to enhance their professional competence by keeping them abreast with international corporate governance developments. The BDS also provides directors with networking opportunities at the highest corporate level. Through its BDS Program, PICG aspires to fulfill the corporate and financial sectors� need for qualified, independent Non-executive Directors.

25. Who Should Attend Board chairs CEOs Board members Potential Directors and Senior Management This program is designed for board chairs, CEOs, board members and senior management of companies and public interest entities.This program is designed for board chairs, CEOs, board members and senior management of companies and public interest entities.

26. Program Overview � Program Structure Attendance 4 parts stretching over 8 training days (1 part comprises of 6 modules delivered over 2 full days) Certification Attaining a minimum passing percentage requirement set by the accreditation body The BDS consists of four parts; each part � delivered over two full days � consisting of 6 modules, making it a total of eight non-consecutive days of participation. These modules are presented by eminent personalities of national and international repute in their respective fields of specialization.The BDS consists of four parts; each part � delivered over two full days � consisting of 6 modules, making it a total of eight non-consecutive days of participation. These modules are presented by eminent personalities of national and international repute in their respective fields of specialization.

27. Program Overview � Training Methodology Presentation Case studies Group discussions/exercises and role plays A variety of training techniques including presentations, case studies, group discussion/exercises and role plays are used to maximize participants� interaction and learning through experience-sharing.A variety of training techniques including presentations, case studies, group discussion/exercises and role plays are used to maximize participants� interaction and learning through experience-sharing.

28. Number of BDS held till date Period Number Jul 06 � Jun 07 3 Jul 07 � Jun 08 12 Jul 08 � Jun 09* 15 (* till April 30, 2009)Period Number Jul 06 � Jun 07 3 Jul 07 � Jun 08 12 Jul 08 � Jun 09* 15 (* till April 30, 2009)

29. Part wise analysis of BDS held Jul 06 - Jun 07 Jul 07 - Jun 08 Jul 08 - Jun 09* Part I 2 2 4 Part II 1 3 3 Part III 0 4 3 Part IV 0 3 3 3 12 13 Jul 06 - Jun 07 Jul 07 - Jun 08 Jul 08 - Jun 09* Part I 2 2 4 Part II 1 3 3 Part III 0 4 3 Part IV 0 3 3 3 12 13

30. Customers These have been bifurcated on the basis of Business Shareholding These have been bifurcated on the basis of Business Shareholding

31. Customers These have been bifurcated on the basis of Business Shareholding These have been bifurcated on the basis of Business Shareholding

32. Content of the Product � Part I Originally, BDS was a 32 modular series with 12 training days i.e. each part extended over 3 complete training days. It has now been compressed to 24 modules with each part being 2 full days long ( 8 complete training days)Originally, BDS was a 32 modular series with 12 training days i.e. each part extended over 3 complete training days. It has now been compressed to 24 modules with each part being 2 full days long ( 8 complete training days)

33. Content of the Product � Part II Originally, BDS was a 32 modular series with 12 training days i.e. each part extended over 3 complete training days. It has now been compressed to 24 modules with each part being 2 full days long ( 8 complete training days)Originally, BDS was a 32 modular series with 12 training days i.e. each part extended over 3 complete training days. It has now been compressed to 24 modules with each part being 2 full days long ( 8 complete training days)

34. Content of the Product � Part III Originally, BDS was a 32 modular series with 12 training days i.e. each part extended over 3 complete training days. It has now been compressed to 24 modules with each part being 2 full days long ( 8 complete training days)Originally, BDS was a 32 modular series with 12 training days i.e. each part extended over 3 complete training days. It has now been compressed to 24 modules with each part being 2 full days long ( 8 complete training days)

35. Content of the Product � Part IV Originally, BDS was a 32 modular series with 12 training days i.e. each part extended over 3 complete training days. It has now been compressed to 24 modules with each part being 2 full days long ( 8 complete training days)Originally, BDS was a 32 modular series with 12 training days i.e. each part extended over 3 complete training days. It has now been compressed to 24 modules with each part being 2 full days long ( 8 complete training days)

36. Part wise analysis of the # of participants attending BDS Jul 06 - Jun 07 Jul 07 - Jun 08 Jul 08 - Jun 09* Part I 69 61 45 Part II 49 42 43 Part III 0 71 31 Part IV 0 68 29 Jul 06 - Jun 07 Jul 07 - Jun 08 Jul 08 - Jun 09* Part I 69 61 45 Part II 49 42 43 Part III 0 71 31 Part IV 0 68 29

37. Designation wise analysis of the participants DESIGNATIONS %age # Chief Executive Officer / Managing Director 20% 36 Chief Financial Officer / Company Secretary 19% 34 Chairman 4% 8 Chief Operating Officers 2% 3 Director 27% 48 Manager 7% 12 Others 16% 29 President, Senior Vice President, Executive Vice President 6% 10 180 DESIGNATIONS %age # Chief Executive Officer / Managing Director 20% 36 Chief Financial Officer / Company Secretary 19% 34 Chairman 4% 8 Chief Operating Officers 2% 3 Director 27% 48 Manager 7% 12 Others 16% 29 President, Senior Vice President, Executive Vice President 6% 10 180

38. Participants through different stages of certification certified 40% 72 four parts completed, yet to qualify 13% 23 three parts attended 5% 9 two parts attended 18% 32 part one attended 22% 39 exceptions 3% 5 180 certified 40% 72 four parts completed, yet to qualify 13% 23 three parts attended 5% 9 two parts attended 18% 32 part one attended 22% 39 exceptions 3% 5 180

39. # of Certified Directors till date Nov 07 29 Jan 08 39 Feb 08 36 Apr 08 49 May 08 51 Aug 08 52 Jun 08 56 Oct 08 57 Nov 08 59 Dec 08 63 Jan 09 65 Mar 09 68 Apr 09 74 Nov 07 29 Jan 08 39 Feb 08 36 Apr 08 49 May 08 51 Aug 08 52 Jun 08 56 Oct 08 57 Nov 08 59 Dec 08 63 Jan 09 65 Mar 09 68 Apr 09 74

40. Most Prominent Faculty members Mr. Mahomed J. Jaffer Mr Badar Vellani Mr. Andalib Alavi Mr. Kamran Mirza Mr. Pervaiz Ghias Mr. Yasir Pirmuhammad Mr. Arif Zaman Mr. Mahmud Dossa Mr.Mujahid Eshai S. Masoud A.Naqvi Mr. Tariq Ikram Mr. Zaffar Ahmed Khan Ms. Sadia Khan Ms.Neelofar Hameed Mr. Nadeem Mustafa Khan We do not have a designated faculty as yet and therefore invite eminent people from different industry sectors with great experience to deliver the training. S.No Names 1 Mr. Mahomed J. Jaffer 2 Mr Abdullah Yousuf 3 Mr Badar Vellani 4 Mr Muhammad Shuaib 5 Mr. Andalib Alavi 6 Mr. Ebrahim Sidaat 7 Mr. Kaiser H. Naseem 8 Mr. Kamran Mirza 9 Mr. Mohd. Aslam 10 Mr. Nadeem Mustafa Khan 11 Mr. Pervaiz Ghias 12 Mr. Sohail Hassan 13 Mr. Tariq Amin 14 Mr. Yasir Pirmuhammad 15 Mr.Arif Zaman 16 Mr.Asad Ali Shah 17 Mr.F.A .Hashimi 18 Mr.Mehmud Dossa 19 Mr.Mujahid Eshai 20 S.Najmul Hussain 21 S.Masoud A.Naqvi 22 Mr.Saleem Azhar 23 Mr.Samir Ahmad 24 Mr.Tariq Ikram 25 Mr.Zahid Zaheer 26 MrZaffar Ahmed Khan 27 Ms. Saadia Khan 28 Ms.Neelofar Hameed 29 Mr. Munawar Hamid 30 Mr. Fakir Aijazudin 31 Mr. Abdul Rahim Suriya 32 Mr. Aleem 33 Mr. Kamil Shoeb 34 Mr. Moin Mohajir 35 Mr.Zakir Rehman 36 Mr. Yaqoob Sattar 37 Mr. Spenta Kandawalla 38 Mr.Towfiq Chinoy 39 Mr. Sajid Zahid 40 Mr. Sharjeel Ahmed We do not have a designated faculty as yet and therefore invite eminent people from different industry sectors with great experience to deliver the training. S.No Names 1 Mr. Mahomed J. Jaffer 2 Mr Abdullah Yousuf 3 Mr Badar Vellani 4 Mr Muhammad Shuaib 5 Mr. Andalib Alavi 6 Mr. Ebrahim Sidaat 7 Mr. Kaiser H. Naseem 8 Mr. Kamran Mirza 9 Mr. Mohd. Aslam 10 Mr. Nadeem Mustafa Khan 11 Mr. Pervaiz Ghias 12 Mr. Sohail Hassan 13 Mr. Tariq Amin 14 Mr. Yasir Pirmuhammad 15 Mr.Arif Zaman 16 Mr.Asad Ali Shah 17 Mr.F.A .Hashimi 18 Mr.Mehmud Dossa 19 Mr.Mujahid Eshai 20 S.Najmul Hussain 21 S.Masoud A.Naqvi 22 Mr.Saleem Azhar 23 Mr.Samir Ahmad 24 Mr.Tariq Ikram 25 Mr.Zahid Zaheer 26 MrZaffar Ahmed Khan 27 Ms. Saadia Khan 28 Ms.Neelofar Hameed 29 Mr. Munawar Hamid 30 Mr. Fakir Aijazudin 31 Mr. Abdul Rahim Suriya 32 Mr. Aleem 33 Mr. Kamil Shoeb 34 Mr. Moin Mohajir 35 Mr.Zakir Rehman 36 Mr. Yaqoob Sattar 37 Mr. Spenta Kandawalla 38 Mr.Towfiq Chinoy 39 Mr. Sajid Zahid 40 Mr. Sharjeel Ahmed

41. Pricing of the Product Each part is a 2 day long workshop consisting of 6 modules. Price per Part per person: For members � Rs. 30,000 For Non-members � Rs. 40,000

42. Analysis of Cost Honorarium paid to faculty = 35,000 x 6 =Rs. 210,000 Average Hotel cost per participant = Rs. 5,000 Average Other cost per Participant = Rs. 2,000 Other cost includes printing, folders, photographs, faculty gifts, etc. DOW is usually done by representatives from PICG and IFC, hence no honorarium is paid to the presenters.Other cost includes printing, folders, photographs, faculty gifts, etc. DOW is usually done by representatives from PICG and IFC, hence no honorarium is paid to the presenters.

43. Getting the customers to come back for more� Updating the content Giving exemptions to qualified personnel Exemptions The Working procedures of the board and its committees and the role of the corporate secretary Accountants/ What every director needs to know about accounting and finance How to interact with the external auditor Developing a model annual report the board�s role in RPT The board�s role in shaping the company�s dividend policy The board and risk management Establishing internal audit and control procedures Internal Auditors The board and risk management Establishing internal audit and control procedures Exemptions The Working procedures of the board and its committees and the role of the corporate secretary Accountants/ What every director needs to know about accounting and finance How to interact with the external auditor Developing a model annual report the board�s role in RPT The board�s role in shaping the company�s dividend policy The board and risk management Establishing internal audit and control procedures Internal Auditors The board and risk management Establishing internal audit and control procedures