Board And Their Sub-Committees

 

BOARD OF DIRECTORS Mr. Ghulam Dastagir Rajar (Non-Executive Director)
Haji Khuda Bux Rajar (Executive Director)
Mr. Ghulam Hyder (Executive Director)
Mr. Mohammad Aslam (Non-Executive Director)
Mr. Qazi Shamsuddin (Non-Executive Director)
Mr. Rahim Bux (Independent Director)
Mr. M. Abdul Jabbar (Independent Director)
Ms. Nazia Azam (Independent Director)

 

Mr. Ghulam Dastagir Rajar Chairman
Mr. Ghulam Hyder Chief Executive Officer

 

AUDIT COMMITTEE Mr. Rahim Bux (Chairman – Member)
Mr. Ghulam Dastagir Rajar (Member)
Mr. M. Abdul Jabbar (Member)
Mr. Muhammad Mubeen Alam (Secretary)
HUMAN RESOURCE &
REMUNERATION COMMITTEE Mr. Rahim Bux (Chairman – Member)
Mr. Ghulam Hyder (Member)
Mr. M. Abdul Jabbar (Member)
Mr. Muhammad Mubeen Alam (Secretary)
CORPORATE SOCIAL
RESPONSIBILITY COMMITTEE Mr. Muhammad Aslam (Chairman – Member)
Mr. Qazi Shamsuddin (Member)
Ms. Nazia Azam (Member)
Syed Rehan Ahmad Hashmi (Member –  Management)
Mr. Muhammad Mubeen Alam (Secretary)
RISK MANAGEMENT
COMMITTEE Mr. Mohammad Aslam (Chairman – Member)
Haji Khuda Bux Rajar (Member)
Mr. Qazi Shamsuddin (Member)
Mr. Muhammad Mubeen Alam (Secretary)
INFORMATION TECHNOLOGY
STEERING COMMITTEE Mr. Ghulam Hyder (Chairman – Member)
Syed Rehan Ahmed Hashmi (Member)
Mr. Sheraz Khan (Member)
Mr. Muhammad Mubeen Alam (Secretary)

Terms of Reference of the Audit Committee

The Board of Directors shall provide adequate resources and authority to enable the audit committee to carry out its responsibilities effectively. The terms of reference of the audit committee shall be the following:

a) determination of appropriate measures to safeguard the Company’s assets;

b) review of quarterly, half-yearly and annual financial statements of the Company, prior to their approval by the Board of Directors, focusing on:

o major judgmental areas;

o significant adjustments resulting from the audit;

o going concern assumption;

o any changes in accounting policies and practices;

o compliance with applicable accounting standards;

o compliance with listing regulations and other statutory and regulatory requirements; and

o significant related party transactions.

c) review of preliminary announcements of results prior to publication;

d) facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);

e) review of management letter issued by external auditors and management’s response thereto;

f) ensuring coordination between the internal and external auditors of the Company;

g) review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company;

h) consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto;

i) ascertaining that the internal control systems including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective;

j) review of the Company’s statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports;

k) instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the chief executive officer and to consider remittance of any matter to the external auditors or to any other external body;

l) determination of compliance with relevant statutory requirements;

m) monitoring compliance with the regulations and identification of significant violations thereof;

n) review of arrangement for staff and management to report to audit committee in confidence, concerns, if any, about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;

o) recommend to the Board of Directors the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the Company by the external auditors in addition to audit of its financial statements. The Board of Directors shall give due consideration to the recommendations of the audit committee and where it acts otherwise and shall record the reasons thereof;

p) consideration of any other issue or matter as may be assigned by the Board of Directors.

Related party transactions

The details of all related party transactions shall be placed periodically before the Audit Committee of the Company and upon recommendations of the audit committee the same shall be placed before the Board for review and approval.

The related party transactions, not executed at arm’s length price, shall also be placed separately at each Board meeting along with necessary justification for consideration and approval of the Board on recommendation of the Audit Committee of the Company. The Board of Directors of a Company shall approve the pricing methods for related party transactions that were made on the terms equivalent to those that prevail in arm’s length transaction, only if such terms can be substantiated.

Terms of Reference of the Human Resource & Remuneration Committee

The Terms of reference of Committee shall be the following:

i. leading the process for Board appointments, identifying and assessing candidates who are qualified for election of Directors (in particular, independent Directors) after invoking necessary procedures for making recommendations to the Board prior to publishing names of nominees for election of Directors by the general meeting;

ii. recommend to the Board for consideration and approval a policy framework for determining remuneration of Directors (both executive and non-executive Directors and members of senior management). The definition of senior management will be determined by the Board which shall normally include the first layer of management below the chief executive officer level;

iii. undertaking annually a formal process of evaluation of performance of the Board as a whole and its committees either directly or by engaging external independent consultant and if so appointed, a statement to that effect shall be made in the Directors’ report disclosing name, qualifications and major terms of appointment;

iv. recommending human resource management policies to the Board;

v. recommending to the Board the selection, evaluation, development, compensation (including retirement benefits) and succession planning of the chief executive officer;

vi. recommending to the Board the selection, evaluation, development, compensation (including retirement benefits) of chief operating officer, chief financial officer, Company secretary and head of internal audit;

vii. consideration and approval on recommendations of chief executive officer on such matters for key management positions who report directly to chief executive officer or chief operating officer;

viii. where human resource and remuneration consultants are appointed, their credentials shall be known by the committee and a statement shall be made by them as to whether they have any other connection with the Company.

Terms of Reference for the Corporate Social Responsibility Committee

The terms of reference of the committee are as follows:

o To review, agree and establish the Company’s corporate strategy to ensure that corporate social responsibility is and remains an integral part of the strategy and its implementation in practice and that the social, environmental and economic activities are aligned

o To ensure that there is recognition of the impact of its activities upon all stakeholders including shareholders, customers, suppliers, employees and the wider community and environment and that those activities are regulated such that, consistent with sustainable business and development, they are conducted in a socially responsible manner and have a positive impact on society

o To develop and recommend for acceptance by the Board policies on all key areas of CSR including the environment, health and safety, product testing and customer safety, standards of business conduct, ethics, employees and employee development, charitable activities and community initiatives

o To develop and support the activities necessary to convert CSR policies into an effective plan for implementation and to agree a programme of specific CSR activities and focus for each financial year, supported by appropriate targets and key performance indicators

o To monitor compliance with the CSR policies and review performance against agreed targets

o In conjunction with management and other committees of the Board including the Risk Management Committee, to identify material environmental, social and health and safety risk areas and to ensure that appropriate measures are taken to mitigate any such risks

o To evaluate and oversee on an ongoing basis the quality and integrity of any reporting to external stakeholders concerning CSR matters and, specifically, to review and present to the Board for final approval a CSR report for publication in the annual reports and accounts

o To develop and encourage effective two-way communication concerning CSR issues within the business

o Where appropriate, to consider the appointment of external advisors to advise and support the committee in respect of CSR initiatives and to be responsible for establishing the selection criteria, terms of reference and fees in respect of any such advisors

o CSR Commitment Statement to be placed and agreed in each meeting of the Committee with respect to CSR definition, business value of CSR, vision and commitment (resources, time, personnel)

o To determine the priority areas wherein the CSR projects are currently being managed (ongoing projects) and are planned to be initiated (upcoming projects)

o To allocate resources and earmark specific resources (quantifiable), specific criteria, or a proportion of amount for selected CSR activities. The method of allocation of resources or identified criteria must be predetermined and endorsed by the Committee / Board

o Hold orientation sessions for the Committee members and the Board to ensure that the members and the Board have adequate understanding and expertise of CSR for making informed decisions and incorporate CSR as part of Annual Board Evaluation

o Specifying the organizational approach towards CSR

o Incorporating the CSR approach into code of ethics of the Company

o Setting targets for achievement of CSR objectives and periodic monitoring and evaluation of CSR activities

o Recognizing and documenting the shortfalls / failures and incorporating improvement in future CSR policy / plans

o To consider such other topics and issues in relation to CSR as may be stipulated by the Board from time to time

Terms of Reference of the Risk Management Committee

The Board constituted the Risk Management Committee to carry out a review of effectiveness of risk management procedures and present a report to the Board. The Terms of Reference of the committee shall include the following:

a) Monitoring and review of all material controls (financial, operational, compliance);

b) Risk mitigation measures are robust and integrity of financial information is ensured;

c) Appropriate extent of disclosure of Company’s risk framework and internal control system in Directors report.

Terms of Reference of the Information Technology & Steering Committee

The Board constituted the Information Technology & Steering Committee to carry out a review of effectiveness of reporting and procedures and to present a report to the Board. The terms of reference of the committee shall be the following:

o To have properly documented and implemented Information Technology Governance Policy to ensure integrated framework for evolving and maintaining existing Information Technology and acquiring new technology to achieve the Company’s Strategic focus

o To define Information Technology Governance, Scope and its role & responsibilities

o To promote accountabilities, due diligence, efficient and economic delivery of the Company’s Information Technology services

o To provide structured decision making process around Information Technology investment decisions

o To laydown solid structure for management decision making

o To develop & upgrade different modules to provide reliable, efficient and timely information