PIA proposes 'Remuneration Policy' for directors

February 03, 2025 (MLN): PIA Holding Company Limited (PSX: PIAHCLA) has proposed a 'Remuneration Policy' for directors, stipulating a payment of up to Rs 50,000 for attending each meeting of the board or its committees.

Directors will also be entitled to an executive economy class return air passage, with all applicable taxes covered by the company, according to PIAHCLA’s statutory report.

The air travel will be arranged from the director's usual place of residence or any other official business location to the venue of the meeting, which may include domestic, foreign, or multi-sector flights.

In addition, directors will be eligible for hotel accommodation charges at actual costs, including meals, local telephone calls, and surface transport facilities.

If a director arranges their own accommodation, a consolidated amount of Rs20,000 per meeting will be paid as incidental charges, covering hotel accommodation, meals, local telephone calls, and surface transport facilities.

The report added that if a director arranges accommodation for more than one day due to unavailability of flight connections, the same consolidated amount of Rs20,000 will be provided for each meeting, subject to the condition that such overstay is rare.

Furthermore, directors attending meetings at foreign stations will be entitled to a daily allowance at the rate admissible to a 'C-Level' executive of the company, in addition to actual hotel accommodation and surface transport facilities.

The remuneration package for the directors of the company is being proposed under the Articles of Association of PIAHCL.

It stipulates that the remuneration of directors shall be determined by the company in a general meeting, subject to the provisions of the Companies Act, 2017.

In accordance with Section 170 of the Companies Act, 2017, the remuneration of directors for performing extra services must be determined by the board or the company in a general meeting.

This includes remuneration for holding the office of chairman, as specified in the company’s articles, the report reads.

Additionally, any remuneration for attending meetings of the board or its committees shall not exceed the scale approved by the company or the board, as the case may be, in accordance with provisions of the articles.

This remuneration is structured to appropriately compensate directors for their valuable time, expertise, and contributions to the company’s governance, oversight, and strategic decision-making processes.

Each director is entitled to a fixed honorarium for attending meetings of the board and its committees, which may include the audit committee, HR and legal committee or any other committee established by the board from time to time.

The honorarium has been proposed in consultation with the board of directors, taking into account industry benchmarks, the company’s financial position, and prevailing corporate governance practices.

In addition to the honorarium, directors are proposed to be reimbursed for expenses incurred while performing their duties, including travel and accommodation costs for attending meetings.

The remuneration is not linked to the Company’s performance to ensure that decisions made by the board are objective and in the best interest of the stakeholders, the report further added.

The proposed remuneration framework ensures transparency and fairness and reflects the Company’s commitment to attracting and retaining high-caliber professionals on its board.

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