This statement is being presented to comply with the Code of Corporate Governance (CCG) contained in chapter 5 clause 5.19 of Rule Book of Pakistan Stock Exchange Limited for the purpose of establishing a framework of good governance, whereby a listed company is managed in compliance with the best practices of corporate governance.
The Company has applied the principles contained in the (CCG) in the following manner:
- The Company encourages representation of independent non-executive directors and directors representing minority interests on its board of directors. At present the Board includes:
||Mr. Rashid L. Jamal
Miss. Saman Aziz Jamal
Mrs. Aisha BaiSuleman
Mr. Akhtar Wasim Dar
||Mr. Husein Jamal
Mr. Aziz L. Jamal
The independent director meets the criteria of independence under clause 5.19.I.b of the CCG.
- The directors have confirmed that none of them is serving as a director on more than seven listed companies, including this Company.
- All the resident directors of the Company are registered as taxpayers and none of them has defaulted in payment of any loan to a banking Company, a DFI or an NBFI. None of the directors is a broker of the stock exchange.
- No casual vacancy occurred on the Board during the year.
- The Company has prepared a "Code of Conduct" and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures.
- The board has developed a vision and mission statement, overall corporate strategy and significant policies of the Company. A complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained.
- All the powers of the board have been duly exercised and decisions on material transactions, including appointment and determination of remuneration and terms and conditions of employment of the CEO, other executive and non-executive directors, have been taken by the board.
- The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the board for this purpose and the Board met at least once in every quarter, written notices of the Board meetings, along with agenda and working papers, were circulated at least seven days before the meetings. The minutes of the meetings were appropriately recorded and circulated.
- The Directors are well conversant with listing regulations, legal requirement and operational imperatives of the company, and as such are fully aware of their duties and responsibilities. The Company arranges orientation courses for its Directors as and when needed to apprise them of their duties and responsibilities. Four Directors of the board are exempt from the requirement of the Directors Training Program and rest of the Directors will obtain certification within the stipulated time.
- The Board has approved appointment of Company Secretary, Chief Financial Officer and Head of Internal Audit including their remuneration and terms and conditions of employment. However, no new appointment was made during the year.
- The directors' report for this year has been prepared in compliance with the requirements of the CCG and fully describes the salient matters required to be disclosed.
- The financial statements of the Company were duly endorsed by CEO and CFO before approval of the board.
- The directors, CEO and executives do not hold any interest in the shares of the Company other than that disclosed in the pattern of shareholding.
- The Company has complied with all the corporate and financial reporting requirements of the Code.
- The board has formed an Audit Committee. It comprises of three members, of whom two are non-executive directors and chairman is an independent Director.
- The meetings of the audit committee were held at least once every quarter and discussed/reviewed the performance of the Company and other matters in accordance with terms of reference defined in clause 5.19.19 of the Code except for review of financial statements for the quarter ended September 30,2016 which could not be made as required under clause 5.19.19.a.ii as these financial statement where not issued in the stipulated time.
The term of reference of the committee have been formed and advised to the committee for compliance.
- The board has formed an HR and Remuneration Committee. It comprises three members, of whom two are non-executive directors and the chairman of the committee is a non- executive director.
- The board has set up an effective internal audit function who are considered suitably qualify and experienced for the purpose and are conversant with the policies and procedures of the company.
- The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality control review program of the Institute of Chartered Accountant of Pakistan (ICAP). That they or any of the partners of the firm, their spouses and minor children do not hold shares of the Company and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP
- The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the listing regulations and the auditors have confirmed that they have observed IFAC guidelines in this regard.
- The Closed period, prior to the announcement of interim results and business decision which may materially affect the market price of companyâ€™s securities, was determined and intimated to directors, employees and Stock Exchange.
- Material/price sensitive information has been disseminated among all market participants at once through stock exchange.
- The company has complied with the requirements relating to maintenance of register of persons having access to inside information by designated senior management officer in a timely manner and maintained proper record including basis for inclusion or exclusion of names of persons from the said list.