Page 128 - Pakistan Oilfield Limited - Annual Report 2022
P. 128

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             PAKISTAN OILFIELDS LIMITED
             Statement of Compliance with Listed Companies

             (Code of Corporate Governance) Regulations, 2019

             For the year ended June 30, 2022

             12.  The Board has formed committees                   and Exchange Commission of Pakistan has
                 comprising of members given below:                 undertaken that no action contrary to the law

                 a)  Audit Committee                                would be taken against the Company.
                                                                    The Chairman and Chief Executive is the
                             Name                   Role            same person. The duties of both positions
                  Mr. Shamim Ahmad Khan        Chairman             are distinct and clearly spelled out. These
                  Mr. Abdus Sattar             Member               positions are handled by one person since long
                  Mr. Babar Bashir Nawaz       Member               who is managing the affairs of the Company
                  Mr. Tariq Iqbal Khan         Member               successfully. He has exhaustive knowledge and
                 b) HR and Remuneration Committee                   experience of the Company’s business and the
                                                                    Board is very much satisfied and considers him
                             Name                   Role            the most suitable person for these positions.
                  Mr. Babar Bashir Nawaz       Chairman *
                  Mr. Shuaib A. Malik          Member               The Board itself has constituted Audit Committee
                  Mr. Abdus Sattar             Member               and HR & Remuneration Committee and also
                                                                    feels that there is no need to have separate
                 * Chairman of HR & Remuneration Committee is       Nomination Committee.
                   a non-executive director having vast experience
                   of management and the Board considers him the      The Board itself and through its Audit Committee
                   most suitable for this position who has the required   continuously reviews business risks facing
                   knowledge and experience.
                                                                    the Company to ensure that a sound system
                 A constitutional petition filed by the Company     of risk identification, risk management and
                 is currently pending in the Sindh High Court       implementation of related systemic and internal
                 challenging compliance with below mentioned        controls exists. Major risks and mitigating
                 requirements and to declare that the impugned      factors are also published in annual report of the
                 provisions, namely Section 166, proviso to         Company.  The Board feels that there is no need
                 Section 154 of the Companies Act 2017;             to have separate Risk Management Committee.
                 Regulations 6,7,9,16,28 and 29 of the Listed
                 Companies (Code of Corporate Governance)      13.  The terms of reference of the aforesaid
                 Regulations, 2017 [which are now replaced by       committees have been formed, documented
                 Regulation 6, 7, 9, 27, 28 (Regulation 16 of 2017   and advised to the committee for
                 Regulations  deleted) of the Listed Companies      compliance.
                 (Code of Corporate Governance) Regulations,   14.  The frequency of meetings (quarterly/half
                 2019]; S.R.O 556(i)/2018; and S.R.O 73(i)/2018     yearly/ yearly) of the committee were as per
                 relating to appointment of independent directors   following:
                 on the Board of Directors, appointment of
                 independent director as Chairman of the Audit             Committee            Frequency
                 Committee and HR & Remuneration Committee,         Audit Committee            Quarterly
                 appointment  of female director on the Board       HR and Remuneration
                 and appointment of separate persons as             Committee                  Yearly
                 Chairman of the Board and Chief Executive of   15.  The Board has set up an effective internal
                 the Company are illegal and unconstitutional       audit function.
                 and to strike them down; and to further declare   16.  The statutory auditors of the company have
                 that shareholders are lawfully entitled to elect   confirmed that they have been given a
                 Directors and to elect a Chairman of the Board     satisfactory rating under the Quality Control
                 of Directors without reference to the impugned     Review program of the Institute of Chartered
                 provisions. The law officer of Securities          Accountants of Pakistan and registered
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