The Company has an Investors’ Grievance Policy in place. Any complaint or observation received either directly by the Corporate Department or during General Meetings are addressed by the Company Secretary. The Shareholders are given the information as desired by them as per the law well in time. All the written complaints are replied in writing. Our share registrar is Central Depository Company of Pakistan Limited (CDC) which is leading name in the field. The Company has many old and loyal shareholders, which shows the trust of the shareholders in the management of the Company.
Conflict of Interest Policy
A Conflicts of Interest Policy has been developed by Cherat Cement to provide a framework for all directors of the Company (“Directors”) to disclose actual, potential or perceived conflicts of interest.
The policy provides guidance on what constitutes a conflict of interest and how it will be managed and monitored by the Company.
The policy is applicable to Directors as the Company strongly believes that a Director owes certain fiduciary duties, including the duties of loyalty, diligence and confidentially to the Company which requires that the Directors act in good faith on behalf of the Company and to exercise his or her powers for stakeholders’ interests and not for their own or others interest.
Management of Conflict of Interest
The Company stands fully committed to the transparent disclosures, management and monitoring of actual potential or perceived conflicts of interest. All Directors under the policy are obligated and have a duty to avoid actual, potential or perceived conflicts of interest.
Any Director with personal interest, relationship or responsibility which conflicts with the interest of the Company or its shareholders shall excuse himself or herself from any discussions on the matter that would give rise to the conflict of interest and, if necessary, from the Board meeting, or applicable part thereof.
Insider Trading Policy
Cherat Cement has taken definitive steps in ensuring that all employees, officers, members of the Board and all such relevant persons follow strict guidelines while trading in the shares of the Company. The Insider Trading Policy codifies the Company’s standards on trading and enabling the trading of securities of the Company or other publicly-traded companies while in possession of material non-public information.
The general guidelines within the policy state that:
No trading in the securities of the Company is permitted for directors and all employees who are “Executives” as defined in the Code of Corporate Governance, within the Closed Periods announced by the Company.
No insider may purchase or sell any Company’s security while in possession of material non-public information about the Company, its customers, suppliers, consultants or other companies with which the Company has contractual relationships or may be negotiating transactions.
No insider who knows of any material non-public information about the Company may communicate that information to any other person, including family and friends.
In addition, no insider may purchase or sell any security of any other company, whether or not issued by the Company, while in possession of material non-public information about that company that was obtained in the course of his or her involvement with the Company in the way of conducting official business. No insider who knows of any such material non-public information may communicate that information to any other person, including family and friends.
The Company’s Responsibility to Disclose Inside Information
The Company’s responsibility, in case of inside information made known to a third party, shall be to ensure that in such case the knowledge is given full public disclosure or if such information still needs to be kept non-public then the Company must ensure that the third party, is placed under legal obligation to maintain confidentiality.
Safety of Records Policy
Cherat Cement is effectively implementing the policy to ensure the safety of records. All records must be retained for as long as they are required to meet legal, administrative, operational, and other requirements of the Company. The main purposes of the Company Policy are:
To ensure that the Company's records are created, managed, retained, and disposed off in an effective and efficient manner;
To facilitate the efficient management of the Company's records through the development of a coordinated Records Management Program;
To ensure preservation of the Company's records of permanent value to support both protection of privacy and freedom of information services throughout the Company to promote collegiality and knowledge sharing;
Information will be held only as long as required and disposed off in accordance with the record retention policy and retention schedules; and
Records and information are owned by the Company, not by the individual or team.
IT Governance Policy
Cherat Cement has a well conceived and implemented IT Governance Policy which seeks to ensure that IT is aligned with Cherat's organizational goals and strategies and delivers value to the organization. The policy is designed to promote effective, efficient,
timely, and informed decision-making concerning Cherat's IT investments and operations. Specifically the policy aims to establish the IT governance structure and its associated procedures, roles, and responsibilities, as a critical component of the overall IT Management (ITM) Framework, which guides the management, implementation, and
monitoring of IT investments for Cherat.
Cherat Cement’s IT Governance Policy is mainly charged with:
Establishing a shared vision of how information technology can add value to the organization;
Establishing information technology goals, and the strategies for achieving those goals;
Establishing principles and guidelines for making information technology decisions and managing initiatives;
Overseeing the management of institutional information technology initiatives;
Establishing and communicating organizational information technology priorities;
Determining information technology priorities in resource allocation;
Establishing, amending and retiring, as necessary, organizational information technology and other technology related policies, and
Determining the distribution of responsibility between the IT Department and end users.
Whistle Blower Policy
An important aspect of accountability and transparency is a mechanism to enable all individuals to voice concerns internally in a responsible and effective manner when they discover information which they believe shows serious malpractice.
Our whistle blowing policy is therefore fundamental to the organization's professional integrity. In addition, it reinforces the value the organization places on staff to be honest and respected members of their individual professions. It provides a method of properly addressing bona fide concerns that individuals within the organization might have, while also offering whistle blowers protection from victimization, harassment or disciplinary proceedings.
It should be emphasized that the policy is intended to assist only those individuals who believe they have discovered malpractice or impropriety. It is not designed to question financial or business decisions taken by the organization nor should it be used to reconsider any matters which have been investigated under the harassment, grievance or disciplinary policies and procedures.
Fundamental elements of our Whistle Blower Policy are highlighted below:
All staff are protected from victimization, harassment or disciplinary action as a result of any disclosure, where the disclosure is made in good faith and is not made maliciously or for personal gain.
All disclosures are required to be made in writing.
Disclosures made anonymously are not entertained.
Disclosures made are investigated fully including interviews with all the witnesses and other parties involved.
All whistle blowing disclosures made are treated as confidential and the identity of the whistle blower is protected at all stages in any internal matter or investigation.
Disciplinary action (up to and including dismissal) may be taken against the wrongdoer dependant on the results of the investigation.
There are no adverse consequences for anyone who reports a whistle blowing concern in good faith. However, any individual found responsible for making allegations maliciously or in bad faith may be subject to disciplinary action.
During the year no whistle blowing incidence was reported under the mentioned procedure.
Human Resource Policies
The Company hires energetic, talented, and motivated human resources and provides them a congenial and healthy working environment to utilize their capabilities efficiently. The Company believes that its core strength is its people, who strive every day to meet individual challenges and help the Company achieve its collective targets. The Company has in place a Performance Review Process in order to recognize employees’ contribution and reward them according to their performances. The Company also inducts apprentices in its Apprenticeship Program through which graduates from reputable institutions are regularly inducted. A management trainee program is also in place to meet the future requirements. A large number of recruitment has been done in view of expansion in a systematic way.
We maintain excellent relations with our employees and labour. There is a formal labour union in place which represents all classes of workers and independently takes care of all labour related issues. The Company takes every reasonable step for swift and amicable resolution of all their issues.
Our Succession Planning policy is aimed at building a pipeline for future leadership and creating backups for critical roles.
The salient features of this policy are detailed as under:
Talent Assessment is conducted based on achievements, Competencies and Group Values.
Gap Analysis is done to determine time period and tools needed to groom/ develop them as possible
Put through an outbound Leadership Course to determine areas of development viz a viz leadership.
On-going coaching/ rotation/ training and developmental plans are in place to bring out best in
class talent for succession.
To deep reach successors at all levels, upward mobility is a pre-requisite in the hiring programme.
The Company has a complete set of other HR policies for recruitment, selection, training, tiredness, overtime and compensation. An employee Hand Book is also available.
Social and Environmental Responsibility Policy
Cherat Cement's Social and Environmental Responsibility Policy envisages an active commitment and participation on the part of the Company in various social work initiatives as part of its corporate social responsibility. Being a conscientious member of the corporate community, the Company contributes generously to various social and charitable causes including towards health and education sectors. In this regard, it has worked with many reputable organizations and NGOs in Pakistan.
The policy is prepared in accordance with SECP’s CSR voluntary guidelines 2013.
The Company also participated in flood relief activities and helped IDP’s (Internally Displaced Persons). Cherat Cement has always stood by the people of Pakistan in their hour of need and shall always continue to do so.
Cherat Cement is fully committed to acting in an environmentally responsible manner. To achieve this result, we:
Ensure our product and operations comply with relevant environmental legislation and regulations.
Maintain and continually improve our environmental management systems to conform to the ISO-14001 Standard or more stringent requirements as dictated by specific markets or local regulations.
Operate in a manner that is committed to continuous improvement in environmental sustainability through recycling, conservation of resources, prevention of pollution, product development, and promotion of environmental responsibility amongst our employees.
There is no emission of hazardous materials from Cherat Cement Factory.
Inform suppliers, including contractors, of our environmental expectations and require them to adopt environmental management practices aligned with these expectations.
Policy on Non-Executive & Independent Directors’ Remuneration
The Board of Directors (the “Board”) of Cherat Cement Company Limited (the “Company”) has
adopted this Policy upon the implementation of Section 170 of the Companies Act 2017 read with Regulation No. 17 of the Code of Corporate Governance.
Amendments, from time to time, to the Policy, if any, shall be considered by the Board in lights
of changes in applicable laws and/or such external circumstances that directly apply to the scope
of this Policy.
SCOPE AND APPLICABILITY
The Policy shall apply to all Non-Executive and Independent Directors who attend Board meetings, Audit Committee meetings, Human Resource and Remuneration Committee meetings and any other meetings called by the Board.
TERMS OF THE POLICY
Through the Articles of the Company, the Board is authorized to fix remuneration of Non-Executive and Independent Directors from time to time. The fee of the Non-Executive and Independent Directors for attending the Board and Committee meetings of the Company shall be
as determined by the Board of Directors from time to time.
Code of Ethics
Our Code of Conduct reflects our commitment to meet the expectations of our stakeholders and contains the fundamental principles and rules concerning ethical business conduct. Cherat Cement Company Limited (CCCL) is committed to conducting its business with honesty and integrity, and we expect all our employees to maintain high standards in accordance with this Code.
CCCL Code of Conduct forms an integral part of the terms of employment of all employees. The Company insists on full compliance and does not tolerate any misconduct. Unlawful behavior will not be tolerated under any circumstances. Breach of the CCCL’s Code of Conduct can lead to disciplinary action up to and including termination of employment.
It is the obligation of every employee to be responsible, honest, trustworthy, conscientious, and dedicated to the highest standards of ethical business practices. The employees have a legal, moral and ethical responsibility to report to their Line Managers or Compliance Committee, any known or suspected violations of law, regulations and / or corporate policies.
Cherat Cement Company Limited is committed to fostering, cultivating and preserving a culture of diversity and inclusion. Our human capital is the most valuable asset we have. The collective sum of the individual differences, life experiences, knowledge, inventiveness, innovation, self-expression, unique capabilities and talent that our employees invest in their work represents a significant part of not only our culture, but our reputation and Company’s achievement as well.
We embrace and encourage our employees’ differences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, Physical and mental ability, political affiliation, race, religion, socio-economic status, veteran status, and other characteristics that make our employees unique. Cherat Cement Company Limited’s ‘diversity initiatives are applicable but not limited to our practices and policies on recruitment and selection; compensation and benefits; professional development and training; promotions; transfers; social and recreational programs; layoffs; terminations; and the ongoing development of a work environment built on the premise of gender and diversity equity that encourages and enforces:
Respectful communication and cooperation between all employees.
Teamwork and employee participation, permitting the representation of all groups and employee perspectives.
Employer and employee contributions to the communities we serve to promote a greater understanding and respect for the diversity.
All employees of Cherat Cement Company Limited have a responsibility to treat others with dignity and respect at all times. All employees are expected to exhibit conduct that reflects inclusion during work, at work functions on or off the work site, and at all other company-sponsored and participative events. Any employee found to have exhibited any inappropriate
conduct or behavior against others may be subject to disciplinary action.
Policy on Related Party Transactions
The Board of Directors (the “Board”) of Cherat Cement Company Limited (the “Company”) has adopted this Policy pursuant to the provisions of Section 208 of the Companies Act 2017 read with Regulation No. 15 of the Listed Companies (Code of Corporate Governance) Regulations, 2017 and the Companies (Related Party Transactions and Maintenance of Related Records) Regulations, 2018 issued by the Securities and Exchange Commission of Pakistan.
Scope of the Policy
This Policy applies to transactions between the Company and one or more of its Related Parties. It provides a framework for governance and reporting of Related Party Transactions. It is intended to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and any of its Related Parties. Amendments, from time to time, to the Policy, if any, shall be considered and approved by the Board. The policy covers all Related Party Transactions of Cherat Cement Company Limited as defined under Section 208 of the Companies Act 2017. The policy is applicable on all individuals responsible to initiate, authorize, record and report Related Party Transactions.
The Policy is applicable to all Related Party Transactions irrespective of their value and size.
This Policy is intended to work in conjunction with regulatory provisions and other Company policies.
(i) Arm’s length transaction means a transaction which is subject to such terms and conditions and is carried out in a way, as if-
(a) the parties to the transaction were unrelated in any way;
(b) the parties were free from any undue influence, control or pressure;
(c) through its relevant decision-makers, each party was sufficiently knowledgeable about the circumstances of the transaction, sufficiently experienced in business and sufficiently well advised to be able to form a sound business judgment as to what was in its interests; and
(d) each party was concerned only to achieve the best available commercial result for itself in all the circumstances.
(ii) Office of profit means any office:
(a) where such office is held by a director, if the director holding it receives from the company anything by way of remuneration over and above the remuneration to which he is entitled as director, by way of salary, fee, commission, perquisites, any rent-free accommodation, or otherwise.
(b) where such office is held by an individual other than a director or by any firm, private company or other body corporate, if the individual, firm, private company or body corporate holding it receives from the company anything by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise.
(iii) Related party includes
(a) a director or his relative;
(b) a key managerial personnel or his relative;
a key managerial personnel shall mean the following;
the Chief Executive Officer of the Company;
the Company Secretary of the Company;
the whole time Directors on the Board of the Company; and
the Chief Financial Officer of the Company.
(c) a firm, in which a director, manager or his relative is a partner;
(d) a private company in which a director or manager is a member or director;
(e) a public company in which a director or manager is a director or holds along with his relatives, any shares of its paid up share capital;
(f) any body corporate whose chief executive or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;
(g) any person on whose advice, directions or instructions a director or manager is accustomed to act:
(h) any company which is:
a holding, subsidiary or an associated company of such company; or
a subsidiary of a holding company to which it is also a subsidiary
(i) such other person as may be specified. relative means spouse, siblings and lineal ascendants and descendants of a person.
Provided that nothing in sub-clauses f and g shall apply to the advice, directions or instructions given in a professional capacity.
*All other terms will be construed as per the Companies Act 2017 and all other relevant laws.
Types of related party transactions
Any contract or arrangement with respect to the following, but not limited to these;
(i) sale, purchase or supply of any goods or materials;
(ii) selling or otherwise disposing of, or buying, property of any kind;
(iii) leasing of property of any kind;
(iv) availing or rendering of any services;
(v) appointment of any agent for purchase or sale of goods, materials, services or property; and
(vi) such related party‘s appointment to any office or place of profit in the company, its or associated company, provided:
where majority of the directors are interested in any of the above transactions, the matter shall be placed before the general meeting for approval as special resolution;
also that nothing in this sub-section shall apply to any transactions entered into by the company in its ordinary course of business on an arm‘s length basis.
Disclosure and Approval of Related Party Transactions
The board shall approve related party transactions that require its approval and the following minimum information shall be circulated and disclosed to the directors along with agenda for board’s meeting called for approval of related party transactions:
(i) name of related party;
(ii) names of the interested or concerned persons or directors;
(iii) nature of relationship, interest or concern along with complete information of financial or other interest or concern of directors, managers or key managerial personnel in the related party;
(iv) detail, description, terms and conditions of transactions;
(v) amount of transactions;
(vi) timeframe or duration of the transactions or contracts or arrangements;
(vii) pricing policy;
(viii) recommendations of the Audit Committee, where applicable; and
(ix) any other relevant and material information that is necessary for the board to make a well informed decision regarding the approval of related party transactions.
Identification of Related Party Transactions
Every Director will be responsible for providing a notice containing the following information to the Board of Directors on an annual basis:
(i) a firm, in which the director, manager or his relative is a partner;
(ii) a private company in which the director or manager is a member or director;
(iii) a public company in which the director or manager is a director or holds alongwith his relatives, any shares of its paid up share capital;
(iv) any body corporate whose chief executive or manager is accustomed to act in accordance with the advice, directions or instructions of the director or manager;
(v) any person on whose advice, directions or instructions the director or manager is accustomed to act.
Terms of the policy
The terms of reference for the Policy are as follows:
(i) The management shall obtain approval of the policy by the Board;
(ii) The management may enter into any contract or arrangement with a Related Party only in accordance with the policy approved by the Board, subject to such conditions as may be specified;
(iii) The management shall obtain approval of the Board for contracts that are not on arm’s length basis or not in the ordinary course of business;
(iv) The management shall present all Related Party transactions to the Audit Committee for their recommendation to the Board for approval;
(v) Every contract or arrangement entered into with a Related Party shall be referred to in the Board’s report to the shareholders along with justifications;
(vi) Management shall maintain records of the transactions undertaken with Related Parties;
(vii) If a director or any other employee enters into any contract or arrangement with a Related Party without obtaining the consent of the Board or approval by a special resolution in the general meeting, and if it is not ratified by the Board or, as the case may be, by the shareholders at a meeting within 90 days from the date of the contract, such contract or arrangement shall be voidable at the discretion of the Board.
Maintenance of Records
The Company shall maintain one or more registers with regards to transactions undertaken with Related Parties and contracts or arrangements in which directors are interested, in the manner prescribed, and shall enter therein the particulars of:
(i) contracts or arrangements, in which any director is, directly or indirectly, concerned or interested; and
(ii) contracts or arrangements with a related party with respect to transactions to which section 208 of the Companies Act 2017 applies.
Any related party transactions carried out on arm’s length basis shall use one of the following pricing methodologies:
(i) Comparable Uncontrolled Price method;
(ii) Resale Price method;
(iii) Cost Plus method; and
(iv) Profit Split method
In the event of any conflict between the provisions of this Policy and the Companies Act 2017 or any other statutory enactments, rules, the provisions of s the Companies Act 2017 or statutory enactments, rules shall prevail over this Policy.