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Corporate Governance
PCC’s Board of Directors and Management
are committed to strong corporate governance and sound business
practices. The statement of compliance with the Code of
Corporate Governance as contained in the listing regulations
of Stock Exchange in Pakistan is reproduced below;
The company has applied the principles
contained in the Code in the following manner
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The company encourages the representation
of independent non-executive directors on its Board of
Directors. At present the Board includes three executive
directors, seven non-executive directors and one independent
non-executive director representing institutional
equity interest.
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The directors have confirmed that
none of them is serving as a director in ten or more listed
companies in Pakistan, including this company.
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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 a NBFI or, being a member of stock exchange,
has been declared as a defaulter by that stock exchange.
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The casual vacancies occurred in the
Board as a result of resignation by various directors
was filled up by the directors within 30 days thereof.
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The company has prepared a 'Statement
of Ethics and Business Practices' which has been signed
by all the directors and employees of the company.
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The Board has developed a vision statement,
overall corporate strategy and significant policies of
the company. A complete record of particulars of significant
policies along with the dates on which these were approved
or amended has been maintained.
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All the powers of the Board have been
duly exercised and decisions on material transactions
have been taken by the Board. The remuneration payable
to working director and other directors was approved by
the board.
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The meetings of the Board were presided
over by a director elected by the board for the purpose
and the board met for the approval of all quarterly, half
yearly and annual accounts. Written notices of the Board
meetings, along with agenda were circulated at least seven
days before the meetings. The minutes of the meetings
were appropriately recorded and circulated.
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All the Directors on the Board are
fully conversant with their duties and responsibilities
as a Director. No need was felt by the Directors for any
orientation course in this respect.
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During the year, the Board approved
appointment of Chief Financial Officer and his remuneration
and terms and conditions of employment. No other new appointment
was made during the year.
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The directors' report for the year
ended December 31, 2006 has been prepared in compliance
with the requirements of the Code and fully describes
the salient matters required to be disclosed.
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The financial statements of the company
were fully endorsed by CEO and CFO before approval of
the Board.
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The directors, CEO and executives
do not hold any interest in the shares of the company
other than that disclosed in the pattern of shareholding.
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The company has complied with all
the corporate and financial reporting requirements of
the Code.
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The Board has formed an Audit Committee.
It comprises three members; of whom two, are non-executive
directors.
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The meetings of the Audit Committee
were held prior to approval of interim and final results
of the Company. The terms of references of the committee
have been formed and advised to the committee for compliance.
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The Board is in the process of setting
up an effective internal audit function.
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The statutory auditors of the company
have confirmed that they have been given satisfactory
rating under the quality control review program of the
Institute of Chartered Accountants of Pakistan, that they
or any of the partners of the firm, their spouses and
minor children do not hold shares of the Company and that
the firm and all its partners are in compliance with International
Federation of Accountants (IFAC) guidelines on code of
ethics as adopted by Institute of Chartered Accountants
of Pakistan.
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The Statutory auditors or the persons
associated with them have not been appointed to provide
other services except in accordance with the listing regulations
and the auditors have confirmed that they have observed
IFAC guidelines in this regard.
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We confirm that all other material
principles contained in the Code have been complied with.
Amr Ali Reda
Director |
Ahmad Said Heshmat Hasan
Director |
Islamabad / Cairo
March 29, 2007 |
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