Governance Framework 2022
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
- 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.
- The Company is dedicated to providing a safe and non-discriminatory work environment for all employees.
- The Company does not support any political party or contributes funds to groups whose activities promote political interests.
- The Company is committed to provide products which consistently offer value in terms of price and quality and are safe for their intended use to satisfy customer needs and expectations.
- The Board of Directors and the management are committed to ensuring that the Company is a responsible corporate citizen and that business shall be carried out in a sustainable manner.
- Operations are carried out with minimum adverse effect on the environment and producing quality products in a healthy and safe working environment.
- We, as a responsible corporate citizen, shall play our part in the betterment of society in health and education sectors as a part of our Corporate Social Responsibility
B. CONFLICTS OF INTEREST
- Every employee should conduct her/his personal and business affairs in a manner such that neither a conflict, nor the appearance of a conflict, arises between personal interests and the interests of the Company.
- An employee should avoid any situation in which she/he, 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.
- An employee should not permit herself/himself(or a family member) 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.
- 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.
- 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
- 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.
- Employees are expected to sign only documents or records which they believe to be accurate and truthful.
- The Company is committed to conducting its business in an environmentally sound and sustainable manner and promote preservation and sustainability of the environment.
- All employees are required to adhere strictly to all applicable environmental laws and regulations that impact the Company’s operations.
E. REGULATORY COMPLIANCE
- The Company is committed to making prompt public disclosure of ‘material information’ as prescribed by the Pakistan Stock Exchange Regulations, if required.
- 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.
- Employees shall abide by the appropriate 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
- All employees should conduct themselves with the highest degree of integrity and professionalism at the workplace or any other location while on company business.
- 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 her/his official obligations and as required for official purpose 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.
- Employees should avoid any kind of bribery, extortion and all other forms of corruption.
- Employees should always be cognizant of the need to adhere strictly to all safety policies and regulations.
- 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.
- Employees must ensure no instances of personal deliveries using the Company’s resources, tax number and/or business name.
- 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.
- 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.
- 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.
Review Report and Statement of Compliance
Auditors Review Report and Soc 2022
Report of the Board Audit Committee
Report of the Board Audit Committee 2022
The Board is assisted by the following two committees to support its decision-making in their respective
A. Board Audit Committee (BAC), and
B. Human Resource & Remuneration Committee (HRRC):
A. BOARD AUDIT COMMITTEE
|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|
The Board Audit Committee comprises of four (4) non-executive Directors including three (3) independents. 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 and the Chief Internal Auditor attend the BAC meetings while the Chief Executive Officer is invited to attend the meetings. The Board Audit Committee 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 2021-22 the BAC held five (5) meetings. The minutes of the BAC meetings are provided to all members, directors and the Chief Financial Officer.
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 completed its independent self-evaluation.
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:
- Recommending the appointment of internal and external auditors to the Board.
- 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.
- Determination of appropriate measures to safeguard the Company’s assets.
- Review of preliminary announcements of results prior to publication.
- Review of quarterly, half-yearly and annual financial statements of the Company prior to their approval by the Board, focusing on major judgmental 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.
- 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).
- Review of the Management Letter issued by external auditors and the management’s response thereto.
- Ensuring coordination between the internal and external auditors of the Company.
- Review of the scope and extent of internal audit and ensuring that an adequately resourced internal audit function is placed within the organization.
- Consideration of major findings of internal investigations and the management’s response thereto.
- Ascertaining that the internal control system including financial and operational controls, accounting system and reporting structure are adequate and effective.
- Review of the Company’s statement on the internal control systems prior to endorsement by the Board.
- Instituting special projects, value for money studies or other investigations on any matter specified by the Board, in consultation with the Chief Executive and to consider remittance of any matter to the external auditors or to any other external body.
- Determination of compliance with relevant statutory requirements review of periodic financial statements and preliminary announcements of results prior to the external communication and publication.
- 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.
- Consideration of any other issue or matter as may be assigned by the Board.
B. Board Human Resources & Remuneration Committee
|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|
The HRRC comprises of five (5) members and the Chairman is an independent director whereas the other
four members are three non-executive directors and the Chief Executive Officer. Meetings are conducted at
least quarterly or at such other 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 four (4) meetings during the year 2021-22.
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 remunerations benefit plans and succession planning.
The salient features of the Terms of Reference of HR&RC are as follows:
- Major HR Policy / framework including compensation.
- Overall organizational structure.
- Organization model and periodically seek the assessment of the same.
- Succession planning for key executives, including the CEO.
- Recruitment, remuneration and evaluation of the CEO and his/her direct reports, including CFO, Chief Internal Auditor and the Company Secretary.
- The CEO, being a member of the HR&RC shall not be a part of committee meetings, when his/her compensation/performance is being discussed/ evaluated.
- Charter of demands and negotiated settlements with the CBA.
- Compensation of the Non-Executive directors.
- Board Remuneration Policy & Procedure.
- Board Evaluation Policy and Procedure for the Board as a whole and for the individual directors.
The aim of the Management Team (MT) is to support the Chief Executive Officer to determine and implement business policies within the strategy approved by the Board of Directors. MT meetings are conducted frequently. The Committee reviews all operational and financial aspects of the business, advises improvements to operational policies/procedures and monitors implementation of the same. The MT meets frequently to review operational performance and to consider various policies and procedures.
|1||Mr. Sohail R. Bhojani||Chairman||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. Zulfiqar Mooraj||Member||CEO IIL Constructions Solutions|
|6||Mr. Perwaiz Ibrahim||Member||Technical Advisor|
|7||Mr. Muhammad Imran Siddiqui||Member||Chief Manufacturing Officer|
|8||Mr. Ghazanfar Shah||Member||GM Supply Chain|
|9||Mr. Nasir Raja||Member||GM Polymer Operations|
|10||Mr. Zain K. Chinoy||Member||Head of Global Sales|
|11||Mr. Salman Najeeb||Secretary||Financial Controller|
Composition of The Management Team:
- Reviewing organizational structure and resource planning.
- Establishing executive committees and task groups and setting their TORs.
- Reviewing the annual budget of the Company.
- Reviewing business principles, strategic priorities, risk analysis, business plan as well as key performance indicators, financial performance, annual targets, and variances.
- Reviewing the Company’s Management Information System.