Page 76 - CCL AR 2017 Final

Corporate Governance -

Additional Information

The Board is assisted by two Committees, namely the financial statements. The Board of Directors shall give
Audit Committee and the Human Resource & due consideration to the recommendations of the Audit
Remuneration Committee, to support its Committee in all these matters and where it acts
decision-making in their respective domains: otherwise; it shall record the reasons thereof.

AUDIT COMMITTEE The terms of reference of the Audit Committee shall
Mr. Akbarali Pesnani Chairman also include the following:
Mr. Arif Faruque Member a. determination of appropriate measures to
Mr. Asif Qadir Member safeguard the listed company’s assets;
The Audit Committee comprises of three b. review of quarterly, half yearly and annual
Non-Executive including an Independent financial statements of the listed company, prior to
Non-Executive Director. Chairman Audit Committee their approval by the Board of Directors, focusing
Mr. Akbarali Pesnani, is an MBA and Fellow Member of on:
both the Institute of Chartered Accountants of Pakistan • major judgmental areas;
(ICAP) and Institute of Management Accountants of
Pakistan (ICMAP). The Chief Internal Auditor (CIA) and • significant adjustments resulting from the
the external auditors attend Audit Committee meetings. audit;
The Chief Executive Officer (CEO) and the Chief
Financial Officer (CFO) attend the Audit Committee • the going-concern assumption;
meeting by invitation when ever required by Audit • any changes in accounting policies and
Committee. The Audit Committee also separately practices;
meets the Chief Internal Auditor (CIA) and external
auditors at least once a year without the presence of • compliance with applicable accounting
the Management. standards;

Meetings of the Audit Committee are held at least once • compliance with listing regulations and other
every quarter. The Committee reviews the annual statutory and regulatory requirements; and
financial statements in the presence of external
auditors. The recommendations of the Audit • significant related party transaction.
Committee are then submitted for approval of financial c. review of preliminary announcement of results
results of the Company by the Board. During the year prior to publication;
2016-17, the Audit Committee held Four [4] meetings.
The minutes of the meetings of the Audit Committee d. facilitating the external audit and discussion with
are provided to all the members, Directors and the external auditors of major observations arising
Chief Financial Officer. The Chief Internal Auditor from interim and final audits and any matter that
attends the Audit Committee meetings regularly and the auditors may wish to highlight (in the absence
meets the Audit Committee without the presence of the of management, where necessary);
Management, at least once a year, to point out various
risks, their intensity and suggestions for mitigating risks e. review of management letter issued by external
and improvement areas. The business risks identified auditors and management’s response thereto;
are then referred to the respective departments and f. ensuring coordination between the internal and
mitigating actions are then implemented. external auditors of the listed company;
Terms of Reference of Audit Committee g. review of the scope and extent of internal audit

The Board shall provide adequate resources and and ensuring that the internal audit function has
authority to enable the Audit Committee to carry out its adequate resources and is appropriately placed
responsibilities effectively. The Audit Committee shall, within the listed company;
inter alia, recommend to the Board of Directors the h. consideration of major findings of internal
appointment of external auditors, their removal, audit investigations of activities characterized by fraud,
fees, the provision by the external auditors of any corruption and abuse of power and management's
service to the listed company in addition to audit of its response thereto;

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Cherat Cement
Company Limited