Corporate Governance

The directors have confirmed that none of them is serving as a director in ten or more listed companies in Pakistan, including this company.

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 an NBFI or, being a member of stock exchange, has been declared as a defaulter by that stock exchange.

The casual vacancies occurred in the Board as a result of resignation by various directors were filled up by the directors expeditiously as per clause vi of Code of Corporate Governance.

The company has prepared a ‘Statement of Ethics and Business Practices’ which has been signed by all the directors and employees of the company.

The Board has developed a vision statement, overall corporate strategy and significant policies of the company. A complete record of particulars of significant policies alongwith the dates on which these were approved or amended has been maintained.

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 the working directors was approved by the board.

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, alongwith agenda were circulated at least seven days before the meetings. The minutes of the meetings were appropriately recorded and circulated.

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 during the year.

Mr. Bilal Hamid Javaid was appointed as Chief Financial Officer of the Company in place of Mr. Amr Ali Reda, who was appointed as Regional Business Controller Middle East at Regional Centre in Cairo w.e.f. September 1, 2008. No new appointment of Company Secretary and Head of Internal Audit was made during the year.

The directors’ report for the year ended December 31, 2008 has been prepared in compliance with the requirements of the Code and fully describes the salient matters required to be disclosed.

The financial statements of the company were fully endorsed by CEO and CFO before approval of the Board.

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.

The company has complied with all the corporate and financial reporting requirements of the Code.

The Board has formed an Audit Committee. It comprises five members; of whom four, are non-executive directors.

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.

The Board is in the process of setting up an effective internal audit function.

The statutory auditors of the company have confirmed that they have been given satisfactory rating under the quality control review programme 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.

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.

We confirm that all other material principles contained in the Code have been complied with.