Board Committees


The Board is assisted by four Committees, namely the Audit Committee, the Human Resource & Remuneration Committee, Strategic Planning Committee and Treasury Committee to support its decision making in their respective domains.

(a) Board Audit Committee

The Audit Committee comprises of the following:

1) Dr. Amjad Waheed
    Chairman - Independent Director

2) Mr. Nihal Cassim
    Member - Independent Director

3) Mr. Fuad Azim Hashimi
    Member - Non-Executive Director

4) Mr. Kamal A. Chinoy
    Member - Non-Executive Director

5) Ms. Asema Tapal
    Secretary - Chief Internal Auditor

The Audit Committee comprises of four (4) Directors, out of which two (2) are independent. 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 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 Audit Committee are held at least once every quarter, the recommendations of the Audit Committee are then submitted for approval of financial results of the company by the Board. During the year 2018-19, the Audit Committee held four (4) meetings. The Chief Internal Auditor is the Secretary of the Board Audit Committee. The minutes of the meetings of the Audit Committee are provided to all members, directors and the Chief Financial Officer.

The Chief Internal Auditor meets the Audit Committee 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 then referred to the respective departments and corrective actions are then implemented.

Terms of Reference of the Audit Committee

The Audit Committee 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 Audit Committee are as follows:

i) Recommending to the Board the appointment of internal and external auditors.

ii) 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.

iii) Determination of appropriate measures to

iv) Review of preliminary announcements of results prior to publication.

v) 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.

vi) Facilitating the external audit and discussion with external auditors on major observations arising from audit and any matter that the auditors may wish to highlight (without the presence of the management, where necessary).

vii) Review of the Management Letter issued by response external auditors and the management's response thereto.

viii) Ensuring coordination between the internal and external auditors of the company.

ix) Review of the scope and extent of internal audit and ensuring that the internal audit function is adequately resourced and placed within the organization.

x) Consideration of major findings of internal investigations and the management's response thereto.

xi) Ascertaining that the internal control system including financial and operational controls, accounting system and reporting structure are adequate and effective. control systems prior to endorsement by the Board.

xii)Review of company's statement on internal control systems prior to endorsement by the Board.

xiii) 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.

xiv) Determination of compliance with relevant statutory requirements review of periodic financial statements and preliminary announcements of results prior to the external communication and publication with a view to highlight. xv) 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.

xvi) Consideration of any other issue or matter as may be assigned by the Board.

xvii) The Board Audit Committee has completed its independent evaluation.

(b) Human Resources & Remuneration Committee

• Mr. Zakaullah Khan
  Chairman- Independent Director

• Ms. Nausheen Ahmad
  Member- Independent Director

• Mr. Mustapha A. Chinoy
  Member – Non-Executive Director

• Mr. Yousuf H. Mirza
  Member – Chief Executive Officer

• Mr. Bilal Khawar
  Secretary – General Manager HR

The Committee comprises of five (4) members. The Chairman is an independent director. Meetings are conducted at least quarterly or at such other frequency as the Chairman may determine. Head of Human Resources, is the Secretary of the Committee. The Committee held Five (5) meetings during the year.

Terms of Reference of Human Resource & Remuneration Committee

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

The salient features of the Terms of Reference of HR&RC are as follows:

1. Major HR Policy / frameworks including compensation.

2. Overall organizational structure.

3. Organization model and periodically seek assessment of the same.

4. Succession planning for key executives, including the CEO.

5. Recruitment, remuneration and evaluation of the CEO and his direct reports, including CFO, Group Chief Internal Auditor and the Company Secretary.

6. The CEO, being a member of the HR&RC shall not be a part of Committee meetings, if his / her compensation/performance is being discussed /evaluated.

7. Charter of demands and negotiated settlements with 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.