Conducting a board meeting:

The shareholders elect the director sin the yearly general meeting of the company. The elected
directors conclude the affairs of the company in accordance by all of the policy approved by the
shareholders. They assist the meetings regularly for the transaction of business of the company.
These meetings which the directors uphold are called board meetings or the directors meetings.

There are three ways for carrying out the affairs of the company by the directors.

Telephonic conversation: The members of the board may transact urgent business of the
company on call and then authenticate a resolution confirming the telephonic conversation.

Circular resolution: The board of directors of a company, if the articles empower, can do
business of the company on circular resolution. These resolutions should be signed by all the
directors and duly constitute the directors minute book.

Board meetings:The directors of a company function as a board. They propose chairman by

determining the continuance for which he is to uphold office and transact the business of the
company.

Notice of board meeting: For a board meeting to be solid, it is unavoidable that a monition
of the meeting is declared publicly to generally told the directors of the company. This advice
should cite the date, time, place of the meetings and the business to be transacted.

a:Restriction on powers of directors: The boards of directors in its meeting are isolated
to sell the undertaking of the company. it cannot besides remit any budget deficit due by a
director.

Quorum for board Meetings: If the quorum is not prescribed every articles, the majority
of the directors reveal in the meeting will consist of a quorum. However according to section 193
of the companies ordinance, the quorum for a meeting of directors of a listed company shall not
be less than 1/3 of their number or four whichever is greater.

Minutes of board clash: The indisputable summary of the minutes of the proceedings of
the boards meeting is maintained in the minutes book and is signed individually chairman
abaftwards its being acknowledged in the subsequent meeting.

Inspection of directors minutes book. No member of the company is entitled to recognize the
minutes of the directors meeting boards minutes can, anyway, be inspected every directors, aide
de camp and the auditors.

Board Of Directors Meeting Procedure : The board of directors meeting procedure is

continually described in the article of a company . the companies ordinance section 160 further
makes detailed provision relating to the procedure to be observed in the control of board of
directors meeting

Quorum: A number of members of anybody which are sufficient to control meeting is a called
a quorum. The quorum for the meeting of the shareholders of the company is laid down in the
ordinance. The quorum for the meeting of the shareholders of the company, unless the articles
allow for a large number is 10.

Chairman: The chairman of the board of directors shall preside at aside general meeting of the
company. If the chairman is not reveal within 15minuts at the heels of the presage appointed for
proprietary right the clash, earlier barring no one a well known of the director present may be
elected expected the chairman.

Adjournment of meeting: The chairman bouncecel adjourn the meeting if; the quorum is
not complete within 30 minutes of the time given for meeting The articles study power to
chairman and the members to represent to adjourn the meeting.

Conduct of business: The notice of the meeting along by the whole of agenda to be
discussed is sent to the directors. The directors look the agenda and come prepared by all of their
views on the enrollment to be transacted in the meeting.

Voting and poll: The companies ordinance provides under section 160(4) that in situation of
a company having a share capital, every member shall have votes equivalent to the paid up
values of the shares or distinct securities carrying voting rights affiliated with him contained in
each the entitlement of the sector of one shares or securities as the position may be. In the case of
a join granted on certain terms by act as a witness and having no share capital. Every member
thereof shall have one vote. The voting is allowed as a choice by unmask of hands or by
balloting individually members, if demanded.

Voting by proxies: A member can cast his vote by proxy. Section 161(1) of ordinance
provides that any member of a company entitled to attend and agree at a meeting of the company
shall be appointed to authorize another person as his absentee ballot to attend and conclude
instead of him and a absentee ballot so appointed shall have such right as speaking and voting at
the meeting as are available to a member.

Minutes of the meeting: The company is required to have an accurate summary of the
minutes of the meeting..

Recording of the Proceedings of the Meeting :

The proceedings of the meeting are to be recorded within thirty days from the conclusion of the
meeting in a Minutes book. The minutes of the meeting should contain the names of the
Directors attending the meeting, resolutions taken in the meeting, dissent on any issue, solution
for the issue, etc. It should provide a fair and accurate summary of the meeting and contain
evidence of every issue discussed at the meeting. It should contain the assent of the Chairman of
the Board as well as details of the next meeting.