Page 103 - Annual Report & Financial Statements 2017

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This statement is being presented to comply with the
Code of Corporate Governance (CCG) contained in
Regulation No. 5.19 of listing regulations of Pakistan
Stock Exchange Limited (PSX) 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:
1. The company encourages representation of
independent non-executive directors and directors
representing minority interests on its board of
directors. At present the board includes:
Independent Directors
Mr. Tariq Iqbal Khan
Mr. Nihal Cassim
Executive Directors
Mr. Shuaib A. Malik
Mr. Sajid Nawaz
Non-Executive Directors Mr. Laith G. Pharaon *
Mr. Wael G. Pharaon**
Mr. Abdus Sattar
* Alternate Director Mr. Bilal A. Khan,
G.M. Pakistan Oilfields Limited
** Alternate Director Mr. Babar Bashir Nawaz
The independent directors meets the criteria of
independence under clause 5.19.1.(b) of the CCG.
2. The directors have confirmed that none of them
is serving as a director on more than seven listed
companies, including this company (excluding the
listed subsidiaries of listed holding companies where
3. 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 or, being a Broker of a stock exchange, has
been declared as a defaulter by that stock exchange.
4. Two casual vacancies occurred on the board on
January 6, 2017 and January 15, 2017 which were
filled up by the directors within 90 days.
5. 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.
6. The board has developed a vision/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.
7. 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/shareholders.
8. 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.
9. Most of the directors meet the exemption requirement
of the directors’ training program. The remaining
director has obtained certification under directors’
training program.
10. The board has approved appointment of CFO,
Company Secretary and Head of Internal Audit,
including their remuneration and terms and conditions
of employment.
Statement of Compliance, with the Code of Corporate
Governance for the year ended June 30, 2017