| Sr. No. | Name & Designation | Role |
|---|---|---|
| 1 | Mr. Ahmed Taimoor Nasir | Chairman |
| 2 | Ms. Mehreen Ahmed | Member |
| 3 | Mr. Mudassir H. Khan (MD/ CEO) | Member |
Terms of Reference:
The Board’s Corporate Governance & Nominations Committee (the “Committee”) supports and advises the Board in maintaining sound corporate governance standards and ensuring the Board is appropriately composed to discharge directors’ duties effectively. It focuses primarily on the appointment, succession planning and effectiveness of Independent Directors, and keeps the Company’s governance arrangements under review, recommending improvements aligned with good governance practices.
The Committee is a committee of the Board of Pakistan Mortgage Refinance Company Limited (PMRC) and derives its authority from the Board. It has delegated authority to perform the functions set out in its Terms of Reference, may form sub-committees where needed, and may investigate matters within its remit and obtain information from PMRC’s directors, officers and employees.
Composition & meetings: The Committee is chaired by a Non-Executive Nominee Director appointed by the Board. The members are appointed by the Board, and the Company Secretary serves as Secretary to the Committee. The Committee meets at least once a year (and as required), with quorum requiring a majority of members.
Key responsibilities include: reviewing Board and committee structure, size and composition; identifying and nominating candidates to fill independent directors’ vacancies; making recommendations on appointment/removal of independent directors and fresh appointment of CEO; assessing independence of Independent Non-Executive Directors (INEDs) under SBP Fit & Proper Criteria and recommending re-appointments; and overseeing PMRC’s corporate governance framework, including implications of material regulatory changes.
Reporting & disclosure: The Committee reports its proceedings to the Board after each meeting and reviews/recommends the annual Statement of Compliance with the Code of Corporate Governance for Board approval and inclusion in the Annual Report.
Resources: The Committee may arrange inductions/training, consider applicable legal/regulatory requirements, and can engage independent professional advisers at PMRC’s expense when required.
