Corporate Governance


The main philosophy of business followed by the sponsors of International Steels Limited for the last many decades has been to create value for all stakeholders through fair and sound business practices, which translates into policies approved by the Board implemented throughout the company to enhance the economic and social values of all stakeholders of the company.

Our Governance strategy is to ensure that the Company follows the direction defined by its Core Values, current regulatory framework and global best practices. The Board, discharges its responsibilities as defined by the “Code of Corporate Governance”, listing requirements of Pakistan Stock Exchange Limited and the Corporate Financial Reporting Framework of Securities & Exchange Commission of Pakistan. Our approach towards corporate governance ensures ethical behaviour, transparency, accountability in all that we do and to attain a fair value for the shareholders.

Compliance Statement

Living up to its standards the Board of Directors has, throughout the year 2016-17, complied with the Code of Corporate Governance, the listing requirements of the Pakistan Stock Exchange Limited and the Financial Reporting framework of Securities & Exchange Commission of Pakistan (SECP).

The Directors confirm that that the following has been complied:

  1. 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.
  2. Proper books of accounts of the company have been maintained.
  3. Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent business judgment.
  4. International Financial Reporting Standards (IFRS), as applicable in Pakistan, have been followed in preparation of financial statements and any departures therefrom have been adequately disclosed and explained.
  5. The system of internal control is sound in design and has been effectively implemented and monitored. The Internal Audit function is led by the Chief Internal Auditor supported by in-house staff.
  6. There are no significant doubts upon the company’s ability to continue as a going concern.
  7. There is no material departure from the best practices of corporate governance as per regulations.

The Board of Directors

We continue to believe in adequate representation of majority Independent directors and have a good mix of independent directors and non-executive directors, while there are three (3) executive directors on Board i.e. the Chief Executive, Director / Advisor and the Head of Sales & Marketing. The Board consists of Eleven [11] eminent directors (as detailed on page 48) possessing knowledge, experience, and skills in various professions, with the leadership and vision to provide oversight to the company. The Board is headed by an Independent Chairman while there are three (3) other independent directors and four (4) non-executive directors. The Board has constituted Audit Committee, HR&R Committee, Strategic Planning Committee and Treasury Committee. The composition, role and responsibilities of the Committees are clearly defined in their Terms of References. All our directors are highly qualified and experienced professionals, with many years of experience as Directors, and are fully aware of their duties and responsibilities under the Code of Corporate Governance. At present, six (6) Directors have acquired the formal Directors Training Certificates, while all the other directors possess sufficient skills and experience of Board room as described in the Code of Corporate Governance.

The Board meets at least once after every quarter to review the financial performance and to provide oversight to the management to achieve key performance indicators. A Board Meeting Calendar is issued annually to reflect the dates planned for the Board, Audit Committee, HR&RC meetings. All the Board members are given appropriate documentation in advance of each meeting, which normally includes a detailed analysis of business and on matters, where the Board will be requested to make a decision or give its approval.

During the year 2016-17, the Board had Seven (7) meetings, out of which Four (4) were held for the quarter results, while two were held to consider business expansion and budget for the ensuing year and one meeting was to consider and approve 25% interim cash dividend to Company’s shareholders. The average attendance of the directors at board meetings during the year was 81%.

The Board of Directors has complied with the Code of Corporate Governance, the listing requirements of Pakistan Stock Exchange Limited and the Financial Reporting framework of Securities & Exchange Commission of Pakistan.

Changes in the Board of Directors

The Board of Directors, fixed the number of the seats of the Board of Directors, at ten (10) increasing it by one (1) for the fresh election at the 9th AGM of the Company on September 27, 2016. Whereby, except for Mr. Mustapha A. Chinoy, who retired and did not opt for re-election, eight (8) retiring directors namely M/s Kemal Shoaib, Towfiq H. Chinoy, Kamal A. Chinoy, Tariq Iqbal Khan, Syed Salim Raza, Kamran Y. Mirza, Syed Hyder Ali, Kazuteru Mihara were re-elected and Mr. Riyaz T. Chinoy and Mr. Samir M. Chinoy were elected for a term of three (3) years commencing September 27, 2016, whereas Mr. Yousuf Mirza is continuing as the Chief Executive of the Company.

Roles and Responsibilities of the Chairman and Chief Executive

The Board of Directors provides the overall direction for the Company operations and provides oversight for various policies and monitors the management in the light of operational and financial plans. The roles of 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 Officer have separate distinct roles. The Chairman has all the powers vested under the Code of Corporate Governance and presides over all the Board Meetings. The Chief Executive Officer is responsible for day to day operations and execution of the business strategy by devising business plans and monitoring the same and performs his duties under the powers vested by the law and the Board. He is responsible for preparing business strategy, overall control and operation of the company as well as implementing the business plans approved by the Board.

Business Philosophy & Best Corporate Practices

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

The Board Charter defines the scope of Board’s activities in setting the tone at the top, formulating strategies and providing oversight to the management for sustainable growth of the business.

All periodic financial statements and other working papers for the consideration of the Board/ Committees are circulated to the directors well before the meetings so as to give sufficient time to the directors to make decisions on an informed basis. This year the Board has held seven (7) meetings, agendas of which were duly circulated at least a week before the meetings except for an emergency board meeting which was held on June 2, 2017 to approve the first interim dividend to be paid on or before June 30, 2017 in order to pass on the benefit of lower tax rates on dividend payments to the shareholders.

The Board members actively participate in the meetings to provide guidance concerning the company’s business activities, operational plans, reviewing corporate operations and formulating and reviewing all significant policies. The Board firmly adheres to the best ethical practices and fully recognizes its responsibilities for 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 the board meetings and the consequent decisions arising are duly recorded and circulated to all the directors within 14 days. The CFO and the Company Secretary attended all the meetings of the Board as required by the Code of Corporate Governance.

Timely Communication of Financial Statements

The quarterly un-audited financial statements and the half-yearly financial statements (reviewed by the Auditors) were duly circulated within one month and two months respectively along with the Directors’ Report. Annual financial statements, Board of Directors’ Report, Auditors’ Report and other statutory statements and information are being approved within 46 days from the close of financial year for consideration and approval by the shareholders. Additionally all important disclosures, including the financial statements, are also made on the company website to keep the stakeholders duly informed.

Board Performance Evaluation

The Board has adopted a self-evaluation mechanism for self- evaluation of its performance evaluation, which encompasses the evaluation of the Board as an entity, aimed at evaluation in the following areas:-

  • Board composition
  • Skill and experience
  • Board functions
  • Internal controls
  • Statuary obligation
  • Corporate Governance
  • Operational performance
  • Strategic guidance
  • Risk Management etc. 

Risk Management

Risk management is crucial to any business, which includes identification and assessment of various risks followed by coordinated application of resources, economically to minimize, monitor and control the impact of such risks and maximize the realization of opportunities. Management periodically reviews major financial and operating risks faced by the business.

Internal Control framework

The company maintains an established control framework comprising clear structures, authority limits, and accountabilities, well understood policies and procedures and budgeting for review processes. All policies and control procedures are document in manuals. The Board establishes corporate strategy and the Company’s business objectives.

The Board Audit Committee has been entrusted with the main responsibility of Internal Controls. The Audit Committee receives the Audit reports by the Internal and External auditors, and after detailed deliberations, and suggesting improvements, periodic reports are submitted to the ultimate authority- 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 Company has a Chartered Accountant posted as Head of Internal Audit, who is assisted by in house executives to carry out the Internal Control Functions.

Risk and Opportunity

Pakistan’ s per capita steel consumption is still way low as per world standards, hence there is a potential for growth in domestic market as well as regional markets. During the year the Board focused on future business strategy to assess the opportunities and evaluated all significant risks attached with the business proposals and decided to move towards its Vision of being the premium manufacturer of Flat Steel Products in Pakistan.

In continuation of its strategy, the Company commenced addition of manufacturing facilities by addition of Cold Rolling Mill, a pickling line and related facilities at a cost of Rs.5.6 billion. On implementation of this expansion, the Cold Rolling Capacity will be enhanced to 1,000,000 tons per annum. After the expansion the Country will have a capacity sufficient to meet most of the Domestic demand of Cold Rolled and Galvanized sheets and coils.

The energy crises, law and order situation and un-predictable exchange rates are significant risk factors for any manufacturing industry based on imported raw material. The management is however mitigating all these external challenges by trying to buy raw material at the right time and price, keeping other costs low and improving operating efficiencies and efficacies.

The Company anticipates growth in domestic market in 2017-18. The Company expects increase in demand as a result of opportunities emerging from The China Pakistan Economic Corridor (CPEC).

Policy on Disclosure of Conflict of Interest

The Company has taken measures to prevent conflict of interests between directors, employees and the Company. In this regard, a clear policy on conflict of interests is contained in the Code of Conduct duly approvedby the Board of Directors which is placed on the page No.26.

As per the code of corporate governance, the company annually circulates and obtains acknowledgement of code of conduct from all employees and directors. Further, the directors and key employees are reminded of insider trading and avoiding dealing in shares during 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.

The complete details of all transaction with related parties are provided to the board for approval. These transactions are also fully disclosed in the annual financial statement of the company.

Policy for Corporate Social Responsibility

The Company has implemented policy for Corporate Social Responsibility to perform its social and environmental responsibilities.

  1. Community investment and welfare scheme
  2. Corporate social responsibility
  3. Environmental protection measures
  4. Occupational health and safety
  5. Business ethics and anti-corruption measures
  6. Energy conservation
  7. Industrial relations
  8. National casual donations
  9. Contribution to national exchequer
  10. Consumer protection measures

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

We are committed to providing better educational and health facilities to the less fortunate people especially to our stakeholders. In line with our philosophy of CSR we regularly maintain and support TCF school – Amir Sultan Chinoy Campus in the vicinity of Landhi along with offering need based scholarships to NED University students for a better tomorrow of our younger generation. We also support NGOs like SIUT, LRBT, Kidney Center, Sina Foundation, and Amir Sultan Chinoy Foundation to help the deserving patients for their treatment.

Sustainability Measures:

All aspects of sustainability including efficient operational procedures, effective internal controls, ethical behavior, and energy conservation are integral part of our business model.

We also believe that employees are most critical in the progress, growth and sustainability of any organization.

For more details, please refer to our Group Sustainability report, published on our website at www.isl.com.pk.

Policy for Engaging Stakeholders & Transparency:

Development of stakeholders’ relationship is of significant importance for the company. Building “stakeholders engagement”, compliance with regulatory requirement and terms and conditions are one of the main business principles.

To bring an accurate understanding of the company’s management policies and business activities to all its stakeholders, it strives to make full disclosure of all material information to all stakeholders by various announcements on its website, to the Stock Exchange and other sources available to help the investors to make informed decisions. It encourages full participation of the members in the General Meetings by sending corporate results and sufficient information following the prescribed time line so as to enable the shareholders to participate on an informed basis. While 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 bankers.

Policy For Investor Grievances

The Company has an “Investor Relation Policy” that sets out the principles in providing the shareholders and prospective investors with 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 the recurrence of similar issues in future. The following principles are adhered to with regards to investor grievances:

  1. Investors are treated fairly at all times
  2. Complaints raised are dealt with in a courteous and timely manner
  3. Various modes of communication like 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 creditors.

Detailed company information regarding financial highlights, investor information, and other requisite information specified under the relevant regulations has been placed on the corporate website of the company which is up-dated on regular basis.

Policy for the Safety of Records of the Company

International Steels Limited has a firm “Document & Record Control policy” for establishing, approving, reviewing, changing, maintaining, replacing, retrieving, retaining, distributing and administering control of all documents Annual Report 2017 59 and data that relate to the Company and has taken the following concrete measures to ensure safety/security of the records and creating a paperless environment.

  • All important documents such as, minutes and proceedings of the Board & its sub-committees, annual general meetings, statutory certificates, title documents of the Company property and all other important communications and records are digitally scanned and archived on secured Company servers.
  • All important original documents are placed at a neutral, secured and well known vault.
  • Record keeping of accounting books has been outsourced.

Human Resources Management Policies and Succession Planning

comprehensive set of policies has been well implemented to cover all aspects related to HR. Main focus of the policies is to train, motivate and retain the 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 levels, a well-defined Succession Policy is in practice.

Policy on Information Technology

To achieve efficient and effective use of IT resources for the Company so as to establish priorities, strategy delivery, increase productivity and deliver right services to users.

The IT Steering Committee comprising of CEO, CFO and HoD IT are responsible for taking major IT decisions. Group IT Head is responsible for ensuring communication of IT security policies to all users of Group Companies. Further, Internal Audit is responsible for monitor compliance of IT policies.

Policy on Information Technology is focused upon information security, human resource security, access control, information system acquisition-development and maintenance, business continuity management, incident management, website and ERP.

Speak-up Policy (Whistle Blowing)

In order to ensure accountability and integrity in our conduct, we have placed an effective whistleblowing mechanism for sounding of alerts against deviations from policies, applicable regulations or the code of professional conduct.

We are committed to create an atmosphere that our people can freely communicate their concerns to their supervisors and Functional Heads. Since last many years as ISL’s ‘whistle-blowing’ system to report any corrupt or unethical behavior – if employees feel that they are not able to use the normal management routes.

Issues Raised at Last AGM

While general clarifications were sought by shareholders on company published financial statements during the 9th Annual General Meeting of the company held on September 27, 2016 - no significant issues were raised.

Dividend to Shareholders

During the year, the Company paid an interim dividend of 25% per share to all eligible shareholders and the Board of Directors is recommending a final dividend of 10% per share, making a total of 35% in respect of the financial year ended June 30, 2017 which is subject to shareholders approval.

Pattern of Shareholding

A statement on the pattern of shareholding along with a pattern of shareholding of certain classes 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, 2017 is placed on Page 126.

Organization Chart

ISL Organization Chart

Mechanism for Providing Information

FORMAL REPORTING LINE

The current organization/structure of the company consist of various departments/divisions, each of which is led by a divisional head. These divisional heads are responsible for the reforms of their respective divisions and the board can then have access to them.

EMPLOYEES

Employees are encouraged to express their views and forward their suggestions. We follow an open door policy and the employees are free to send emails, phone or even talk directly to the CEO. The employees can give suggestions, grievances and concerns or raise any matter related to the company. In case the matter is of significant nature, the same is addressed in the meetings of the managing committee, the board of directors or the relevant board committee.

CEO also meets the entire managing committee at least once every quarter through which they are provided an opportunity to express their concerns and suggestions directly to the CEO. These meeting are aimed at capturing free and first hand suggestions.

SHAREHOLDERS

Every year the Annual general meeting of shareholders is held in accordance with the requirements of the companies’ ordinance 1984 which is attended by the board, CEO, Company Secretary, CFO and the senior management of the Company. The interactive session with the shareholders allows the shareholders to ask questions on financial, economic, social and other issue and also give suggestions and recommendations. The CEO responds to all questions.

The company has also provided contact details of all relevant personnels for general and specific queries on its website.

The Board Committees

The Board has formed four sub-committees to assist its operational functions, which are:

AUDIT COMMITTEE

The Audit Committee comprises of the following:

  • Mr. Tariq Iqbal Khan, Chairman - Independent Director
  • Mr. Towfiq H. Chiony, Member - Director / Advisor
  • Mr. Kamal A. Chinoy, Member - Non Executive Director
  • Mr. Kamran Y. Mirza, Member - Independent Director
  • Mr. Usman Ahmad, Secretary - Chief Internal Auditor

Terms of Reference of Audit Committee

The salient features of Audit Committee's Terms of Reference are:

1. Review responsibilities:

  1. Periodically review its Charter and improve/ amend it according to changes in the laws and regulations and global best practices from time to time.
  2. Review from time to time its responsibilities in terms of revisions in the laws, rules, regulations and Code of Corporate Governance.

2. Financial Reporting

  1. Review the quarterly, half yearly and annual financial statements of the company, prior to approval by the Board, focusing on significant issues like:
    1. Disclosures and judgmental areas, used in preparing the same especially those regarding valuation of assets, liabilities,
    2. Significant related party transactions,
    3. Assumptions on the basis of going concern.
    4. Any significant legal matters etc.
  2. Discuss with the management and assess that the financial statements has been prepared in accordance with the prevailing rules and regulations, accounting principles etc., including any significant changes in the accounting policies etc.
  3. Consider and review any material changes in the financial statements which may have any significant effect on the profitability of the company.

3. External Audit

  1. Review the scope of the External Auditors including but not limited to the independence, objectivity and effectiveness of the audit process.
  2. Review and recommend the terms of appointment of the External Auditors annually, ensure that the selection of the audit firm and / or rotation of the partner of such a firm is as per existing rules and regulations.
  3. Review, no less than annually with the External Auditors about significant issues regarding financial reporting and major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, if needed).
  4. Develop and review the policy on engagement of the external auditors in any non-audit services for the company, its associated concerns and subsidiaries.
  5. Review the External auditor’s management letter, any material queries raised by the auditor to management in respect of the accounting records, financial statements or systems of control and management’s response;
  6. Review and discuss with External auditors at least once in a year the major aspects of their report without the management and internal auditors being present.

4. Internal Audit and Risk Controls

  1. Review the scope of the Internal Audit function; ensure that the scope and extent of internal audit has sufficient resources.
  2. Ensure co-ordination between the internal and external auditors.
  3. Ascertain that the internal control systems including financial and operational controls, accounting systems and the reporting structure are adequate and effective.
  4. Review the internal control systems and internal audit report prior to endorsement by the Board of Directors.
  5. Review and ensure that the regulatory compliance system is effective.
  6. Review and prepare report on any investigative matters where flags have been raised by the Board of Directors and/or external auditors and/ or internal auditors and/ or management.
  7. Review and recommend to the Board of Directors, a Policy for transactions with the Related Parties, based on the agreements/ policy already defined and existing between IIL & ISL.
  8. Provide guidance to prepare a Risk Policy; ensure that a robust system is in place in the form of well-defined policies and procedures.
  9. Overview the Risk Policy periodically.
  10. Establish procedures for the receipt, retention and treatment of complaints received by the Company and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Reporting of all such matters shall be to the Chairman of Board Audit Committee only.
  11. Review and provide oversight to prepare the “Code of Conduct” annually and oversee that the same is properly disseminated and acknowledged by the Directors as well as the employees.
  12. Review and discuss with internal auditors at least once in a year the major aspects of their report without the management being present.

5. Any Other Responsibility

  1. Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof.
  2. Assist the Board in any other task assigned.

The Audit Committee met four (04) times, during the financial year ended June 30, 2017.

  1. Will present to the Board, on at least on annual basis, the Treasury Policy Statements (the “policy”), for approval.
  2. The Committee shall review, supervise and oversee of Treasury activities in implementing the policies approved by the Board or the Committee.
  3. The Committee shall review, supervise, consider and as appropriate approve, or where it considers appropriate, propose to the Board for the Board’s approval, revisions to the planned strategies, in relation to inter alia:
  1. Treasury’s role and objectives
  2. Treasury Policies
    1. Borrowing Policy
    2. Investment Policy
  3. Corporate Funding
  4. Cash Management and Liquidity
    1. Liquidity and Cash Forecasts
    2. Cash Management
    3. Counterparty Risk
  5. Currency/ Commodity Transaction Risk
  6. Foreign Exchange Risk
  7. Interest Rate Risk
  8. Relationship with banks and allocation of business
  9. Treasury Internal Controls - Evaluation and risk mitigation strategies

The Meetings of this Committee take place as and when the Board desires a focused strategic oversight.

Board Meetings held outside Pakistan

No board meetings were held outside Pakistan during the financial year 2016-17.

DIRECTOR’s PARTCIPATION IN BOARD AND SUB-COMMITTEE MEETINGS

Board / Sub Committee Members Board Meetings Audit Committee HR and R Committee
Meetings held during FY 2016-17 7 4 2
Mr. Kemal Shoaib 7/7 - 2/2
Mr. Towfiq H. Chinoy 7/7 2/2 2/2
Mr. Yousuf H. Mirza 7/7 - 2/2
Mr. Mustapha A. Chinoy 1/1 - -
Mr. Kamal A. Chinoy 5/7 4/4 1/2
Mr. Tariq Iqbal Khan 7/7 4/4 -
Syed Salim Raza 6/7 - -
Kamran Y. Mirza 7/7 3/4 -
Syed Hyder Ali 1/7 - 1/2
Mr. Riyaz T. Chinoy 6/6 - -
Mr. Samir M. Chinoy 5/6 - -
Mr. Kazuteru Mihara 3/7 - -
*Mr. Mustapha A. Chinoy retired in September 2016 and did not opt for re-election.

HUMAN RESOURCES and REMUNERATION COMMITTEE:

The Human Resources and Remuneration Committee of the Board is as follows:

  • Mr. Kemal Shoaib, Chairman - Independent Director
  • Mr. Towfiq H. Chinoy, Member - Director / Advisor
  • Mr. Syed Hyder Ali, Member - Non Executive Director
  • Mr. Kamal A. Chinoy, Member - Non-Executive Director
  • Mr. Yousuf H. Mirza, Member - Chief Executive Officer
  • Mr. Bilal Khawar, Secretary - Head of HR

Terms of Reference of Human Resource and Remuneration Committee [HR and RC]

The role of the Human Resources and Remuneration Committee is to assist the Board of Directors in its oversight of the evaluation and approval of the employee benefit plans etc. The salient features of the terms of HR and RC are as follows:

  1. The HR&RC shall recommend Human Resource Management Policies to the Board.
  2. Recommendations on selection, appointment, remuneration and succession of the CEO, to the Board.
  3. Recommendations on selection, appointment, remuneration and succession of the CEO, CFO and Company Secretary, to the Board.
  4. Set the Policy framework including compensation structures of various levels of executives.
  5. Recommend compensation structure of the Board of Directors and its sub-committees.
  6. Ensure implementation of the development needs of new Directors.
  7. Review and ensure that a robust employee evaluation system is in place.

The Human Resource Committee met three (3) times, during the financial year ended June 30, 2016.

STRATEGIC PLANNING COMMITTEE :

The Strategic Committee of the Board is as follows:

  • Mr. Syed Salim Raza, Chairman - Independent Director
  • Mr. Towfiq H. Chinoy, Member - Director / Advisor
  • Mr. Yousuf H. Mirza, Member - Chief Executive Officer
  • Mr. Riyaz T. Chinoy, Member - Non-Executive Director

The Meetings of this Committee take place as and when the Board desires a focused strategic oversight, while the strategic guideline is discussed in the Board Meetings frequently.

TREASURY COMMITTEE:

The Treasury Committee of the Board is as follows:

  • Mr. Syed Salim Raza, Chairman - Independent Director
  • Mr. Towfiq H. Chinoy, Member - Director / Advisor
  • Mr. Yousuf H. Mirza - Member - Chief Executive Officer

The objective of the Committee is to set treasury related policies within the overall policy framework established by the Board. The formation of Treasury committee does not impair or limit the management of day to day treasury operations and routine activities. Any deviation arising due to special circumstances or financial market behavior shall be placed in subsequent Committee meeting for ratification. The Committee shall aim to meet each quarter but it is required that a majority of the Committee members shall meet at least two times each financial year and also at other times as the Chairman of the Committee shall require. The Committee shall carry out the following:

Orientation of Directors

Since the majority of the retiring directors were re-elected in the Annual General Meeting held on September 27, 2016, no formal orientation was conducted. Further, newly elected directors i.e. Mr. Riyaz T. Chinoy and Mr. Samir M. Chinoy have been associated with the Company since its inception and as such are well versed with its operations and responsibilities as directors. However, additionally the Board is regularly briefed on various developments in the business fields in each meeting.

Management Team

Good corporate governance is the basis of our decision making and control processes. The management decision making is based on long term strategic objectives in which the Board, comprising of majority independent directors, provides strategic oversight and guidance to the management and monitors the performance of the company regarding business objectives, share holders interests and regulatory compliance.

The Management Team is headed by the Chief Executive Officer and the Functional Heads are:

  • Mr. Yousuf H. Mirza(Chief Executive Officer)
  • Mr. Samir Chinoy (Director Sales and Marketing)
  • Mr. Tauqir Hasan (Chief Financial Officer)
  • Mr. Khawaja Wasif Mehmood (Technical Director, Manufacturing)
  • Mr. Bilal Khawar (General Manager, Human Resources)
  • Mr. Sohail Jilani (General Manager, Supply Chain)
  • Mr. Ibrahim Memon (General Manager, Information Technology)