The Executive Committee ensures effective and efficient operations of the Company. They meet periodically to assess the progress of the Company against the set targets. The committee is authorized to conduct every business except the business carried out by the board of directors as required by the section 196 of the Companies Ordinance 1984.
Terms of Reference of The Audit Committee
The terms of reference of the Audit Committee have been derived from the Code of Corporate Governance applicable to listed companies. Thereby Audit Committee shall, among other things, be responsible for recommending to the Board of Directors the appointment of external auditors by the Company's shareholders and shall consider any questions of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the Company in addition to audit of its financial statements. In the absence of strong grounds to proceed otherwise, the Board of Directors shall act in accordance with the recommendations of the Audit Committee in all these matters.
The terms of reference of the Audit Committee also include the following:
a. Determination of appropriate measures to safeguard the Company's assets;
b. Review of preliminary announcements of results prior to publication;
c. Review of quarterly, half-yearly and annual financial statements of the Company, prior to their approval by the Board of Directors, focusing on:
Major judgmental areas;
Significant adjustments resulting from the audit;
The going-concern assumption;
Any changes in accounting policies and practices;
Compliance with applicable accounting standards; and
Compliance with listing regulations and other statutory and regulatory requirements.
d. Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
e. Review of management letter issued by external auditors and management's response thereto;
f. Ensuring coordination between the internal and external auditors of the Company;
g. Review of the scope and extent of internal audit and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company;
h. Consideration of major findings of internal investigations and management's response thereto;
i. Ascertaining that the internal control system including financial and operational controls, accounting system and reporting structure are adequate and effective;
j. Review of the Company's statement on internal control systems prior to endorsement by the Board of Directors;
k. Instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the Chief Executive and to consider remittance of any matter to the external auditors or to any other external body;
l. Determination of compliance with relevant statutory requirements;
m. Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof; and
n. Consideration of any other issue or matter as may be assigned by the Board of Directors.
The audit committee assists the board in fulfilling its oversight responsibilities as described in the Code of Corporate Governance.
Human Resource and Remuneration (HR & R) Committee
Keeping in view the requirement of the Clause (xxv) of the Code of Corporate Governance 2012 a Human Resource and Remuneration (HR & R) Committee was comprised in 2012. This committee consists of the above three members.
Terms of Reference of The Human Resource and Remuneration (HR&R) Committee
i) Recommending human resource management policies to the board;
ii) Recommending to the board the selection, evaluation, compensation (including retirement benefits) and succession planning of the CEO;
iii) Recommending to the board the selection, evaluation, compensation (including retirement benefits) of the CEO, CFO, Company Secretary and Head of Internal Audit; and
iv) Consideration and approval on recommendations of the CEO on such matters for key management positions who report directly to the CEO.