Corporate Governance

Code of Conduct Review Report and Statement of Compliance Report of the Board Audit Committee Board Committees Management Team Governance Framework

Code of Conduct

The Code of Conduct is applicable to the Board of Directors as well as all the employees of the Company and employees of local and overseas wholly-owned subsidiaries. Salient features of the Code of Conduct are as follows:

A. BUSINESS ETHICS

  1. The Company’s policy is to conduct its business with honesty and integrity and be ethical in its dealings, showing respect for the interest of all stakeholders including its shareholders, employees, customers, suppliers, and society at large.
  2. The Company’s policy is to conduct its business with honesty and integrity and be ethical in its dealings, showing respect for the interest of all stakeholders including its shareholders, employees, customers, suppliers, and society at large.
  3. The Company does not support any political party or contribute funds to groups whose activities promote political interests.
  4. The Company is committed to providing products that consistently offer value in terms of price and quality and are safe for their intended use to satisfy customer needs and expectations.
  5. The Board of Directors and the management are committed to ensuring that the Company is a responsible corporate citizen and that business is carried out in a sustainable manner.
  6. The Company’s operations shall be carried out with minimum adverse effects on the environment and produce quality products in a healthy and safe working environment.
  7. The Company as a responsible corporate citizen shall play its part in the betterment of society in the health and education sectors as a part of its Corporate Social Responsibility.

B. CONFLICTS OF INTEREST

  1. Every employee should conduct his/her personal and business affairs in a manner such that neither a conflict nor the appearance of a conflict, arises between those interests and the interests of the Company.
  2. An employee should avoid any situation in which he or she, or a family member, might profit personally (either directly or indirectly) from the Company’s facilities, its products, or relationships with its vendors or customers.
  3. An employee should not permit himself/herself (or members of his/her family) to be obligated (other than in the course of normal banking relationships) to any organization or individual with whom the Company has a business relationship. However, business lunches, dinners or social invitations, nominal giveaways, and attendance at conferences and seminars would not be considered a violation of this Code.
  4. In case an employee is offered or receives something of value which he/she believes may be questionable under this Code, he/ she should disclose the matter.
  5. Conflicts of interest shall be avoided and promptly disclosed where they exist and guidance should be sought from supervisors.

C. ACCOUNTING RECORDS, CONTROLS AND STATEMENTS

  1. All books, records, accounts, and statements should conform to generally accepted and applicable accounting principles and to all applicable laws and regulations and should be maintained accurately.
  2. Employees are expected to sign only documents or records which they believe to be accurate and truthful.

D. ENVIRONMENT

  1. The Company is committed to carrying its business in an environmentally sound and sustainable manner and promoting the preservation and sustainability of the environment.
  2. All employees are required to adhere strictly to all applicable environmental laws and regulations that impact the Company’s operations.

E. REGULATORY COMPLIANCE

  1. The Company is committed to making prompt public disclosure of ‘material information’ as prescribed by the Pakistan Stock Exchange Regulations, if required.
  2. Where an employee is privy to information which is generally referred to as ‘material inside information’, the same must be held in strict confidence by the employee involved until it is publicly released or is no longer considered as ‘material inside information’.
  3. Employees shall abide by applicable competition laws and shall not enter into understandings, arrangements or agreements with competitors which have the effect of fixing or controlling prices, dividing and allocating markets or territories or boycotting suppliers or customers.

F. PERSONAL CONDUCT

  1. All employees should conduct themselves with the highest degree of integrity and professionalism in the workplace or any other location while on company business.
  2. Employees shall be careful while dealing with personal or business associates and not disclose, divulge, or provide any information regarding the Company to anyone except where the same is used as a part of his/ her official obligations and as required for official purposes and shall abide by the Closed Period announced by the Company from time to time and also sign a Non- Disclosure Agreement if the need arises.
  3. Employees should avoid any kind of bribery, extortion, and all other forms of corruption.
  4. Employees should always be cognizant of the need to adhere strictly to all safety policies and regulations.
  5. Any legally prohibited or controlled substances, if found in the possession of any employee, will be confiscated and, where appropriate, turned over to the authorities.
  6. Employees must ensure no instances of personal deliveries using the company’s resources, tax number and/or business name.

G. MISCELLANEOUS

  1. Employees are required to comply with this Code of Conduct and are personally responsible for doing so. Employees must comply with any rules set out in this Code of Conduct. Breach of any principles within the Code may result in disciplinary action and a serious breach, such as if any employee is found to be in wanton abuse of the Code and their action can cause reputational risk or damage or financial loss to the Company, may amount to gross misconduct, which may result in dismissal. Further, the Company reserves the right to seek redress and damages from such individuals.
  2. Employees at all levels will be required to certify annually that they understand the Code and that they are in full compliance with it. The Board monitors the findings of this certification on an annual basis.
  3. The Company has in place a confidential ‘Whistleblowing Policy’ as a mechanism and process to encourage the reporting of any non-compliance with the Code of Conduct.
  4. Employees agree that all right, title and interest in and to all work product resulting from the course of his/her employment with the Company, whether generated or produced by him/her or others or under his/her supervision, whether for the Company and/or for any affiliate or associate of the Company, including, without limiting the generality of the foregoing, all ideas, designs, concepts, information, data, inventions, improvements, works, discoveries, know-how and all intellectual property, including but not limited to patent, copyright, trade secrets and other related rights, belong to the Company and/or the affiliate or associate, as the case may be, exclusively and shall be the exclusive property of the Company and/or the affiliate or associate, as the case may be, and may be used by the Company and/or the affiliate or associate, as the case may be, at any time without any obligation to pay the employee any compensation whatsoever, and to the extent that ownership of such work product may not automatically vest in the Company and/or the affiliate or associate, as the case may be, by operation of law or otherwise, the employee hereby assign, and upon the future creation thereof shall assign, all right, title and interest in and to the work product to the Company and/or the affiliate or associate, as the case may be, and may be used by the Company and/or the affiliate or associate, as the case may be, at any time without any obligation to pay him/her any compensation whatsoever, and to the extent that ownership of such work product may not automatically vest in the Company and/or the affiliate or associate, as the case may be, by operation of law or otherwise, the employee hereby assign, and upon the future creation thereof shall assign, all right, title and interest in and to the work product to the Company and/or the affiliate or associate, as the case may be, without any obligation on the part of the Company and/or the affiliate or associate, as the case may be, to pay him/her any compensation whatsoever, and the employee shall not use the same for any purpose other than for the benefit of the Company and/or the affiliate or associate, as the case may be, nor will he/she pass it on to any other person or institution other than to those approved by the Board of Directors of the Company, and the employee will not take the same with him/her when the employee cease to be an employee of the Company for any reason whatsoever, and the employee shall take all steps and shall execute all such documents as may be necessary or reasonably required by the Company, at the expense of the Company, to procure and ensure that the Company and/or the affiliate or associate, as the case may be, obtains and retains complete and exclusive legal title to any such invention or improvement, and the employee shall assist the Company and/or the affiliate or associate, as the case may be, in obtaining, securing and enforcing the abovementioned intellectual property rights as is needed by the Company and/or the affiliate or associate, as the case may be.
  5. Employee shall not, for a period of three (3) years after separation from the Company, engage directly or indirectly, either as proprietor, stockholder, partner, officer, employee, or otherwise, in any business within Pakistan, which manufactures, produces, distributes or sells products or provides services similar to those manufactured, produced, distributed, sold or provided by the Company and/or any affiliate or associate of the Company.

Review Report and Statement of Compliance

Auditors Review Report and Soc 2023

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Report of the Board Audit Committee

Report of the Board Audit Committee 2023

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Board Committees

The Board is assisted by the following two committees to support its decision-making in their respective
domains:

A. BOARD AUDIT COMMITTEE (BAC)

 1 Mr. Jehangir Shah Independent Director Chairman
 2 Mr. Adnan Afridi Independent Director Member
 3 Mr. Haider Rashid Independent Director Member
 4 Mr. Mansur Khan Independent Director Member
 5 Mr. Mustapha A. Chinoy Non-Executive Director Member
 5 Mr. Muhammad Atif Khan Chief Internal Auditor Secretary

 

The BAC comprises four (4) independent directors and one (1) non-executive. The Chairman of the Committee is an independent director and has over forty years of experience in commercial, private & personal banking and leasing. The Chief Financial Officer (CFO) and the Chief Internal Auditor attend the BAC meetings while the Chief Executive Officer is invited to attend the meetings. The BAC also separately meets the internal and external auditors at least once in a year without the presence of the management.

Meetings of the BAC are held at least once every quarter. The recommendations of the BAC and the financial results of the Company are then submitted for approval by the Board. During the year 2022-23, the BAC held four (4) meetings. The minutes of the BAC meetings are provided to all members, directors, and the CFO.

The Chief Internal Auditor meets the BAC, without the presence of the management, at least once a year, to point out various risks, their intensity and suggestions for mitigating risks and improvement areas. The business risks identified are referred to the respective departments and corrective actions are then implemented.

The BAC has concluded its self-evaluation process. The evaluation involved collecting individual responses from each member, based on a thorough assessment checklist. The outcomes of the evaluation were deemed satisfactory.

Terms of Reference of the BAC

The BAC is mainly responsible for reviewing the financial statements, ensuring proper internal controls to align operations in accordance with the mission, vision and business plans and monitoring compliance with all applicable laws and regulations and accounting and financial reporting standards.

The salient features of terms of reference of the BAC are as follows:

  1. Recommending the appointment of internal and external auditors to the Board.
  2. Consideration of questions regarding resignation or removal of external auditors, audit fees and provision by the external auditors of any services to the Company in addition to the audit of financial statements.
  3. Determination of appropriate measures to safeguard the Company’s assets.
  4. Review of quarterly, half-yearly and annual financial statements of the Company prior to their approval by the Board, focusing on major judgment areas, significant adjustments resulting from the audit, any changes in accounting policies and practices, compliance with applicable accounting standards and compliance with listing regulations and other statutory and regulatory requirements.
  5. Facilitating the external audit and discussion with external auditors on major observations arising from the audit and any matter that the auditors may wish to highlight (without the presence of the management, where necessary).
  6. Review of the Management Letter issued by external auditors and the management’s response thereto.
  7. Ensuring coordination between the internal and external auditors of the Company.
  8. Review of the scope and extent of the internal audit and ensure that an adequately resourced internal audit function is placed within the organization.
  9. Consideration of major findings of internal investigations and the management’s response thereto.
  10. Ascertaining that the internal control system including financial and operational controls accounting system and reporting structure are adequate and effective.
  11. Review of the Company’s statement on the internal control systems prior to endorsement by the Board.
  12. Instituting special projects, value for money studies or other investigations on any matter specified by the Board, in consultation with the Chief Executive, and consider remittance of any matter to the external auditors or to any other external body.
  13. Determination of compliance with relevant statutory requirements review of periodic financial statements and preliminary announcements of results prior to the external communication and publication.
  14. Monitoring compliance together with the external auditors and internal audit with the best practices of corporate governance and identification of significant violations such as fraud, corruption and abuse of power thereof.
  15. Consideration of any other issue or matter as may be assigned by the Board.
  16. Chairman BAC to organize and oversee the annual evaluation of Committee’s effectiveness.

B. BOARD HUMAN RESOURCE & REMUNERATION COMMITTEE (HRRC)

  1 Mr. Mansur Khan Independent Director Chairman
  2 Mr. Haider Rashid Independent Director Member
  3 Mr. Kamal A. Chinoy Non-Executive Director Member
  4 Mr. Mustapha A. Chinoy Non-Executive Director Member
  5 Mr. Sohail R. Bhojani Chief Executive Ex-Officio  Member
  5 Mr. Khalid Junejo Chief Human Resource Officer Secretary

The HRRC comprises of two (2) independent directors including the Chairman, two (2) non-executive directors, and the CEO. Meetings are conducted at such frequency as the Chairman may determine. The Chief Human Resource Officer is the secretary of the HRRC. The minutes of the meetings of the HRRC meetings are provided to all members and directors. The Committee held 3 meetings during the year 2022-23.

TERMS OF REFERENCE OF HRRC

The Committee defines the HR policy framework and makes recommendations to the Board in the evaluation and approval of employee remuneration, benefit plans and succession planning.

The salient features of the Terms of Reference of HRRC are as follows:

  1. Major HR Policy/framework including compensation.
  2. Overall organizational structure.
  3. Organization model and periodic assessment of the same.
  4. Succession planning for key executives, including the CEO.
  5. Recruitment, remuneration and evaluation of the CEO and his/her direct reports, including the CFO, Chief Internal Auditor and Company Secretary.
  6. The CEO, being a member of the HRRC shall not be a part of committee meetings, when her/his compensation/performance is being discussed/ evaluated.
  7. Charter of demands and negotiated settlements with the CBA.
  8. Compensation of the Non-Executive Directors.
  9. Board Remuneration Policy & Procedure.
  10. Board Evaluation Policy and Procedure for the Board as a whole and for the individual directors.

Management Team

The aim of the Executive Management Team (EMT) is to support the CEO to determine and implement business policies within the strategy approved by the Board of Directors. EMT reviews all operational and financial aspects of the business, advises improvements to operational policies/procedures and monitors the implementation of the same. The EMT meets frequently to review operational performance and to consider various policies and procedures.

Composition of the EMT

 1 Mr. Sohail R. Bhojani  Chairman EMT Chief Executive Officer
 2 Mr. Muhammad Akhtar Member Chief Financial Officer
 3 Mr. Mirza Samar Abbas Member Chief Marketing & Sales Officer
 4 Mr. Khalid Junejo Member Chief Human Resource Officer
 5 Mr. Muhammad Imran Siddiqui  Member Chief Manufacturing Officer
 6 Mr. Ghazanfar Ali Shah  Member Head of Supply Chain & Construction Solutions
 7 Mr. Nasir Raja   Member Head of Polymers Manufacturing
 8 Mr. Zain K. Chinoy   Member Head of Global Sales, Corporate Communications & CSR
 9 Mr. Salman Najeeb  Secretary Financial Controller 

 

Role of the EMT

 

The forum is responsible for the following:

 

  1. Reviewing organizational structure and resource planning.
  2. Establishing specific committees and task groups and setting their TORs.
  3. Reviewing the annual budget of the Company.
  4. Reviewing business principles, strategic priorities, risk analysis, business plan as well as key performance indicators, financial performance, annual targets, and variances.
  5. Reviewing the Company’s Management Information System.

 

Others Key Committees

 

These include:

 

  1. IT Steering Committee
  2. Raw Material Purchase Committee
  3. Production Trends Analysis Committee
  4. OHSE Committee

Governance Framework

The main philosophy of business followed by the sponsors of International Industries Limited for the last 75 years has been to create value for all stakeholders through fair and sound business practices, which translates into policies approved by the Board and implemented throughout the Company to enhance the economic value of all stakeholders of the organization.

Our governance strategy is to ensure that the Company follows the direction defined by its core values, current regulatory framework, and global best practices. Our approach towards corporate governance ensures ethical behavior, transparency, and accountability in all that we do, while striving to attain a fair return for our shareholders.

COMPLIANCE STATEMENT

The Board of Directors has, throughout the year 2022-23, complied with the Companies Act, 2017, Listed Companies (Code of Corporate Governance) Regulation, 2019, Rule Book of the Pakistan Stock Exchange Limited, and the Corporate Financial Reporting Framework of Securities and Exchange Commission of Pakistan (SECP).

The directors confirm that the following has been complied with:

a) The financial statements have been prepared which fairly represent the state of affairs of the Company, the result of its operations, cash flows, and changes in equity.

b) Proper books of accounts of the Company have been maintained.

c) Appropriate accounting policies have been consistently applied in the preparation of financial statements and accounting estimates are based on reasonable and prudent business judgment.

d) International Financial Reporting Standards (IFRS), as applicable in Pakistan, have been followed in the preparation of the financial statements, and any departures therefrom have been adequately disclosed and explained.

e) The system of internal control is sound in design and has been effectively implemented and monitored.

f) There are no significant doubts about the Company’s ability to continue as a going concern.

g) There is no material departure from the best practices of corporate governance as per regulations.

THE BOARD OF DIRECTORS

The Board of Directors consists of qualified individuals possessing knowledge, experience, and skills in various disciplines with the leadership and vision to provide oversight to the Company.

The Board is chaired by Mr. Kamal A. Chinoy, a non-executive Chairman; out of eight (8) directors, five (5) are independent directors. The current board composition reflects a good mix of experience and diversity in backgrounds, skills, and qualifications. All directors have several years of experience and are fully aware of their duties and responsibilities under the Code of Corporate Governance. At present, all directors have attended a directors training program except Mr. Mustapha A. Chinoy who has a minimum of 14 years of education and 15 years of experience on the boards of listed companies and therefore is exempt from a directors training program. Further, an orientation program is an integral part of the induction/election of new directors to give them an introduction to the Company, fellow directors, management, overall business, and current financial information.

In compliance with Clause 7 of the Listed Companies (Code of Corporate Governance) Regulations, 2019, a female director was elected at the last election of the Board of Directors at the 74th Annual General Meeting in September 2022.

A digital interface is being used to update the Board of Directors by providing the Companies Act, 2017, Listed Companies (Code of Corporate Governance) Regulations, 2019, relevant portions of the PSX Rule Book, the Company’s Memorandum & Articles of Association, and various policies and procedures.

To further its role of providing oversight and strategic guidelines to the Company, the Board has formulated a Board Charter to define its role of strategic leadership and provide guidance to the management. The Board has constituted two sub-committees, namely Board Audit Committee (BAC) and Human Resource & Remuneration Committee (HRRC). The composition, role, and responsibilities of the committees are clearly defined in their respective terms of reference.

ANNUAL CALENDAR AND AGENDA FOR MEETINGS

A calendar is issued annually to reflect the dates planned for the Board of Directors, Board Audit Committee (BAC), Human Resource & Remuneration Committee (HRRC) meetings, and Annual General Meeting. During the year 2022-23, the Board had seven (7) meetings, out of which four (4) were held to review the annual/quarterly results and the other meetings were held to re-constitute the BAC and HRRC, pre-budget discussion/announcement of interim dividend, and to approve the annual budget for FY 2023-24. The average attendance of the directors in board meetings during the year was 97%.

CHANGES IN THE BOARD

At the 74th Annual General Meeting of the Company on September 30, 2022, eight (8) Directors were elected for a term of three (3) years. Thereafter, no casual vacancy arose till the end of FY 2023.

BOARD MEETINGS OUTSIDE PAKISTAN

During the year 2022-23, no board meetings were held outside Pakistan. However, the Directors who are overseas at the time of the meetings were facilitated to attend meetings through video conferencing.

ROLE AND RESPONSIBILITIES OF THE CHAIRMAN AND CHIEF EXECUTIVE

The Board of Directors provides the overall direction for company operations, provides oversight for various policies, and monitors the management in light of operational and financial plans. The roles of the Board and the Chief Executive Officer have been clearly defined where the Board is responsible for strategic guidance and providing directions for sustainable business.

The Chairman and the Chief Executive have separate and distinct roles. The Chairman has all the powers vested in him under the Listed Companies (Code of Corporate Governance) Regulations, 2019, and presides over all board meetings. The Chief Executive performs his duties under the powers vested by the law and the Board. He recommends, implements business plans and is responsible for overall control & operation of the Company.

BUSINESS PHILOSOPHY AND BEST CORPORATE PRACTICES

We believe in ethical practices, sustainable manufacturing processes, transparent reporting to the shareholders, and the best practices of corporate governance to ensure business success and better results for all stakeholders.

The Board Charter defines the scope of the Board’s activities in ‘setting the tone at the top’, formulating strategies, and providing oversight to the management for sustainable growth of the business. Board members actively participate in meetings to provide guidance concerning the Company’s business activities and operational plans, review corporate operations, and formulate and review all significant policies. The Board firmly adheres to ethical practices and fully recognizes its responsibilities for the protection and efficient utilization of company assets for legitimate business objectives and compliance with laws and regulations. The Chairman ensures that the discussions held during board meetings and the consequent decisions arising are duly recorded and circulated to all the directors within fourteen (14) days. The CFO and the Company Secretary attend all the meetings of the Board as required by the Code of Corporate Governance.

All periodic financial statements and other working papers which normally include a detailed analysis of business matters for the consideration of the Board/subcommittees are circulated to the directors at least a week before the meetings, except for emergent meeting where the notice period was weived, through a cloud-based digital application so as to give them sufficient time to review and make decisions on an informed basis.

TIMELY COMMUNICATION OF FINANCIAL RESULTS

Unaudited quarterly financial statements and the half-yearly financial statements (with limited review by the auditors) were duly circulated within thirty (30) days and sixty (60) days respectively along with the Directors’ Report. Audited annual financial statements, including consolidated financial statements, were authorized by the Board of Directors and communicated to the Pakistan Stock Exchange within fifty-four (54) days from the close of the financial year. Additionally, all important disclosures, including the financial statements, were made on the Company’s website to keep the stakeholders duly informed.

BOARD EVALUATION

The Board of Directors has formulated a policy to evaluate its own performance, the salient features of which are as follows:

  1. The Board Evaluation methodology to be adopted as a self-evaluation of the Board as a whole and for individual directors through agreed questionnaires.
  2. The evaluation exercise is to be carried out every year.
  3. The evaluation system is designed to address areas of critical importance and includes, but is not limited to the following:

a) Appraising the basic organization of the Board of Directors,

b) The effectiveness and efficiency of the operation of the Board and its committees,

c) Assess the Board’s overall scope of responsibilities,

d) Evaluate the flow of information, and

e) Validate the information provided by the management.

     4. The Board reviews business results and suggests measures to improve the areas identified for improvement.

The Board has continued its self-evaluation for many years as a part of good governance and has identified areas for further improvement in line with global best practices. The main focus remained on strategic growth, business opportunities, risk management, board composition, and providing oversight to the management.

DIRECTORS’ REMUNERATION POLICY

A formal policy to review and approve the remuneration of non-executive directors is in place. The Company believes in remunerating its non-executive directors and Chairman adequately to justify their continued guidance and contributions to the Company’s objectives, good corporate governance and sustained long-term value creation for shareholders while maintaining their independent status.

RISK AND OPPORTUNITY MANAGEMENT

The company understands that risk is inherent in its business operations and recognize that taking risks is necessary to achieve goals and objectives. It is committed to managing risks in a prudent and responsible manner to maintain a balance between risks and rewards. It is willing to take on reasonable and calculated risks that are consistent with the overall risk management framework and that allows it to achieve its strategic objectives.

INTERNAL CONTROL FRAMEWORK

The Company upholds a well-defined control framework consisting of distinct structures, delegation of authority and assigned responsibilities. It maintains comprehensive policies, procedures, and budgeting mechanisms for conducting regular reviews. All control measures and policies are duly recorded. The Board sets the corporate strategy and defines the business goals of the Company.

The Board Audit Committee (BAC) has been entrusted with the primary responsibility of internal controls. It receives audit reports from the internal and external auditors and, after detailed deliberations and suggesting improvements, periodic reports are submitted to the Board of Directors. The Company places a high value on transparency, both internally and externally, in its corporate management. It focuses consistently on the implementation of efficient management practices for the purpose of achieving clear and quantifiable commitments.

The management has placed an explicit internal control framework with clear structures, authority limits and accountabilities, well-defined policies and detailed procedures enabling the BAC and the Board to have a clear understanding of risk areas and to place effective controls to mitigate risks.

EXTERNAL OVERSIGHT OF FUNCTIONS

Along with in-house monitoring mechanisms, the Company engages with external entities that are not directly affiliated with the Company, for oversight of various corporate functions. These external oversight entities include government regulatory agencies, consultants for information security, quality auditors like ISO and API, statutory auditors and external consultants providing assurance over manufacturing processes. During the year, these external entities have helped the Company in safeguarding assets, ensuring transparency, compliance with applicable laws and manufacturing while ensuring best practice and standards in the industry.

DISCLOSURE OF CONFLICT OF INTEREST

The Company has taken measures to prevent conflicts of interest between directors, employees and the organization. In this regard, a clear policy on conflict of interest is contained in the Code of Conduct duly approved by the Board of Directors which is placed on page No. 99. As per the Listed Companies (Code of Corporate Governance), Regulation, 2019 the Company annually circulates the Code of Conduct and takes appropriate steps to disseminate it across all ranks. Further, the directors and key employees are reminded of insider trading rules and to avoid dealing of shares during the closed period.

Every director is required to bring to the attention of the Board, complete details regarding any material transaction which has a conflict of interest for prior approval of the Board. The interested directors neither participate in discussions nor vote on such matters.

Complete details of all transactions with related parties are submitted to the Board Audit Committee which recommends them to the Board for approval in each quarter. These transactions are also fully disclosed in the annual financial statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has implemented comprehensive policies on Occupational Health, Safety and Environment and Corporate Social Responsibility and Sustainable Development to meet its corporate and societal responsibilities. This reflects the Company’s recognition that there is a strong positive correlation between financial performance and corporate, social and environmental responsibility. Social and environmental responsibilities include the following:

 

  1. Community investment and welfare schemes
  2. Environmental protection measures
  3. Occupational health and safety processes
  4. Business ethics and anti-corruption measures
  5. Energy conservation actions
  6. Industrial relations management
  7. National cause donations
  8. Consumer protection measures

 

Our role as responsible corporate citizen is as important to us as the satisfaction of our customers and earning a fair return for our shareholders. We are committed to working for the betterment and prosperity of all our stakeholders. The management has endeavored to provide a safe and healthy work atmosphere by adopting practices and creating working conditions that are safe and healthy for our employees, vendors, contractors, suppliers and customers.

We are committed to providing better education and health facilities to the less fortunate, especially within our stakeholder community.

In line with our CSR philosophy, we maintain and support the TCF school – IIL Campus in Landhi adjacent to our factory, along with offering need-based scholarships to NED University students for a better tomorrow for our younger generation. We also support NGOs like SINA Foundation – IIL Clinic, Indus Hospital and Amir Sultan Chinoy Foundation to help the vulnerable.

SUSTAINABILITY MEASURES

In line with our CSR philosophy, we maintain and support the TCF school – IIL Campus in Landhi adjacent to our factory, along with offering need-based scholarships to NED University students for a better tomorrow for our younger generation. We also support NGOs like SINA Foundation – IIL Clinic, Indus Hospital and Amir Sultan Chinoy Foundation to help the vulnerable.

ENGAGING STAKEHOLDERS AND TRANSPARENCY

The nurturing of stakeholder relationships is of paramount importance to the Company. Building stakeholder engagement, compliance with regulatory requirements and terms and conditions are some of the main business principles by which we abide.

To bring an accurate understanding of the management’s policies and business activities to all its stakeholders, the Company strives to make full disclosure of all material information to all stakeholders by various announcements on its website, to the Stock Exchange, social media and other sources available to help investors to make informed decisions. The Company encourages full participation of the members in the Annual General Meetings by sending corporate results and sufficient information following prescribed timelines so as to enable shareholders to participate on an informed basis. By increasing management transparency, it aims to strengthen its relationships and trust with shareholders and investors.

Our stakeholders include but are not limited to, customers, employees, government, shareholders, suppliers, local communities, and banks.

CORPORATE BRIEFING SESSION

In compliance with the listing regulations of the Pakistan Stock Exchange, the Company arranges corporate briefing session(s) to answer queries of the various stakeholders including investors and financial analysts.

The last Corporate Briefing Session was held on Wednesday, September 30, 2022, to brief investors/analysts/shareholders about the financial performance and future outlook of the Company.

POLICY FOR INVESTOR GRIEVANCES

The Company has an Investor Relations Policy that sets out the principles in providing shareholders and prospective investors with the necessary information to make well-informed investment decisions and to ensure a level playing field. Investor grievances and complaints are very important and are properly reviewed to minimize recurrence. The following principles are adhered to with regard to investor grievances:

  1. Investors are treated fairly at all times
  2. Complaints raised are addressed in a courteous and timely manner.
  3. Various modes of communication including email, telephone, meetings, and raising matters at the Annual General Meeting are available to investors to raise grievances.
  4. Queries and complaints are treated fairly and efficiently
  5. Employees work in good faith and without prejudice towards the interest of the shareholders.
  6. Detailed information including financial highlights, investor information, and other requisite information specified under relevant regulations has been placed on the corporate website of the Company, which is updated regularly.

IIL has a clear Document and Record Control Policy for establishing, approving, reviewing, changing, maintaining, replacing, retrieving, retaining, distributing and administering control of all documents and data that relate to the Company and has taken the following measures to ensure the safety/security of the records and promote a paperless environment:

  • All important documents such as minutes and proceedings of the Board and its sub-committees, Annual General Meetings, statutory certificates, title documents of the Company’s properties, all other important communications & records are digitally scanned and archived on secure company servers.
  • All important original documents are placed in a neutral, secure, and documented vault.

HUMAN RESOURCE MANAGEMENT POLICIES AND SUCCESSION PLANNING 

A comprehensive set of policies has been implemented to cover all HR matters. The main focus of the policies is to train, motivate and retain valuable human assets for the future growth of the Company. In order to maintain continuity of the business operations, particularly at senior management and key managerial positions, a well-defined succession policy is in practice.

INFORMATION TECHNOLOGY POLICY

A clearly-defined Information Technology Policy is in place to help achieve efficient and effective use of IT resources so as to establish priorities, increase productivity and deliver the right services to users. The Head of IT is responsible for ensuring the communication of IT security policies to all users. Further, the Internal Audit department is responsible for monitoring compliance with IT policies.

WHISTLEBLOWING POLICY

We are committed to creating an atmosphere in which our people can freely communicate their concerns to their supervisors and functional heads. Our Whistle-blowing Policy has been in place for a number of years to encourage the reporting of any corrupt or unethical behavior, if employees feel that they are not able to use normal management routes

 

POLICY FOR SECURITY CLEARANCE OF FOREIGN DIRECTORS

IIL has no foreign directors on its Board

MATTERS RAISED AT THE LAST AGM

While general clarifications were sought by shareholders on the Company’s published financial statements during the 74th Annual General Meeting held on September 30, 2022, no significant issues were raised.

EXTRAORDINARY GENERAL MEETING

On May 30, 2023, the Board of Directors decided to increase the authorized capital from Rs.2.0 billion to Rs.10 billion and announced an EOGM for June 20, 2023 at 11.00 a.m. for seeking shareholders’ approval for the increase in the authorized capital of the Company, dissemination of annual reports through QR codes or weblinks and alteration in the Articles of Association to bring it in line with the Companies (Further Issue of Shares) Regulations, 2020.

A post-review of the budget announced by the Federal Government on June 9, 2023 for the upcoming fiscal year 2023-24 revealed that a 10% tax on the issuance of bonus shares has been imposed. An analysis of the changes in the fiscal structure suggested an alternate view about the increase in the authorized capital as proposed by the Board of Directors in their meeting on May 30, 2023. Therefore, the directors were of the view that the proposed increase in the authorized capital should be revoked and the EOGM scheduled on June 20, 2023 should be cancelled. Further, the other agenda items were deferred for the next general meeting.

DIVIDEND

During the year, the Company paid an interim cash dividend of 55% (Rs. 5.50 per share) to all eligible shareholders and the Board of Directors has recommended a final dividend of 20% (Rs.2.00 per share), making a total of 75% (Rs. 7.5 per share) in respect of the financial year ended June 30, 2023, which is subject to shareholders approval.

PATTERN OF SHAREHOLDING

A statement on the pattern of shareholding along with categories of shareholders, where disclosure is required under the reporting framework and the statement of shares held by the directors and executives as on June 30, 2023 is placed on Page 357.