Page 127 - Pakistan Oilfield Limited - Annual Report 2022

125
Statement of Compliance with Listed Companies
(Code of Corporate Governance) Regulations, 2019
For the year ended June 30, 2022
The Company has complied with the requirements of the regulations in the following manners:
1. The total number of directors are seven as
per the following, -
a. Male: 7
b. Female: None
The regulation related to representation
of female director on the Board is not
yet applicable as the manner and terms
and conditions are not specified by the
Securities and Exchange Commission of
Pakistan at the time of election of Directors
of the Company.
2. The composition of the Board is as follows:
Category Names
i. Independent Mr. Shamim Ahmad Khan
Directors *** Mr. Tariq Iqbal Khan
ii. Other Non- Mr. Laith G. Pharaon *
Executive Mr. Wael G. Pharaon**
Directors Mr. Abdus Sattar
iii. Executive Mr. Shuaib A. Malik
Directors Mr. Sajid Nawaz
* Alternate Director Mr. Shuaib A. Malik, Chairman &
Chief Executive Pakistan Oilfields Limited
** Alternate Director Mr. Babar Bashir Nawaz
*** Best practices of corporate governance entail having
an optimal number and mix of board members with
adequate skills and experience.
The current Board of Directors of
the Company adequately meets this
requirement. Further, existing independent
directors play an effective part within the
Board and make valuable contribution.
Therefore, the fraction (2.3) has not been
rounded up.
3. The directors have confirmed that none
of them is serving as a director on more
than seven listed companies, including this
company;
4. 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;
Annual Report 2022
5. The Board has developed a vision/mission
statement, overall corporate strategy and
significant policies of the Company. The
Board has ensured that complete record
of particulars of significant policies along
with their date of approval or updating is
maintained by the Company;
6. All the powers of the Board have been duly
exercised and decisions on relevant matters
have been taken by the Board/shareholders
as empowered by the relevant provisions of
the Act and these Regulations;
7. The meetings of the Board were presided
over by the Chairman. The Board has
complied with the requirements of the
Act and the Regulations with respect to
frequency, recording and circulating minutes
of meeting of the Board;
8. The Board has a formal policy and
transparent procedures for remuneration
of directors in accordance with the Act and
these Regulations;
9. Out of seven directors, five directors meet
the exemption requirement of the Directors’
Training Program and two directors have
obtained the Directors’ Training Program
certification in prior years;
10. The Board has approved appointment of
Chief Financial Officer, Company Secretary
and Head of Internal Audit, including their
remuneration and terms and conditions of
employment and complied with relevant
requirements of the Regulations. The
Company Secretary and Chief Financial
Officer is the same person, however, duties
of both positions are distinct and clearly
spelled out. Since long both these positions
are handled by one person who has in-depth
knowledge required by both positions and
the Company is very much satisfied. Further,
it has less financial burden on the Company.
11. Chief Financial Officer and Chief Executive
Officer duly endorsed the financial
statements before approval of the Board;