Page 77 - CCL AR 2017 Final

i. ascertaining that the internal control system Composition: The HR & RC shall comprise of at least
including financial and operational controls, three directors majority of whom shall be
accounting systems for timely and appropriate Non-Executive Directors. The Chief Executive Officer
recording of purchases and sales, receipts and (CEO) shall be included as a member of the HR & RC.
payments, assets and liabilities and the reporting One of the three members shall be appointed as
structure are adequate and effective; Chairman of HR & RC by the BOD.

j. review of the listed company’s statement on Tenure: The tenure of HR & RC shall be for a period of
internal control systems prior to endorsement by 3 years.
the Board of Directors and internal audit reports;
Duties & Responsibilities: The HR & RC shall review
k. instituting special projects, value for money the following areas and make its recommendations:
studies or other investigations on any matter
specified by the Board of Directors, in consultation a) Major HR Policy frame work, including
with the Chief Executive Officer and to consider compensation structure;
remittance of any matter to the external auditors or b) Overall organizational structure;
to any other external body;
c) Succession planning for key positions, including
l. determination of compliance with relevant that of the CEO; and
statutory requirements;
d) Examine the management strategy for Training
m. monitoring compliance with the best practices of Needs Assessment for the overall growth of the
corporate governance and identification of organization.
significant violations thereof; and consideration of
any other issue or matter as may be signed by the Quorum: The quorum of HR & RC meeting shall be
Board of Directors; and two members.

n. consideration of any other issue or matter as may Frequency of meetings: The HR & RC shall meet at
be assigned by the Board of Directors. least twice in a year or as required for a proper
functioning of the Committee.
HUMAN RESOURCE & REMUNERATION
COMMITTEE Notice and Agenda: The Notice of the meeting shall be
Mr. Saquib H. Shirazi Chairman circulated by the Secretary (HR & RC) one week prior
to the date of the meeting. The agenda for the meeting
Mr. Azam Faruque Member shall be developed by the management in consultation
Mr. Shehryar Faruque Member with Chairman (HR & RC).

The Human Resource & Remuneration Committee (HR Minutes: Minutes of the meeting shall be prepared by
& RC) comprises of three members. The Chairman is a the Secretary (HR & RC) and circulated to the Members
Non-Executive Director whereas the other two (HR & RC) within fourteen days of the HR & RC
members are the Chief Executive Officer and a meeting.
Non-Executive Director. Meetings are conducted at
least annually or at such other frequency as the Attendance: HR & RC may invite any employee /
Chairman may determine. The minutes of the meetings independent expert to attend its meeting. The Secretary
of the HR & HC meeting are provided to all members shall maintain an attendance record of all those
and Directors. The Committee held Two [2] meetings attending the meetings.
during the year. Reports to the BOD: HR & RC shall present the minutes

Terms of Reference of Human Resources and including findings and recommendations of the HR & RC
Remuneration Committee meeting to the BOD. HR & RC shall provide all and any
related information required by the BOD.
Objectives: The Human Resources & Remuneration
Committee (HR & RC) shall consider and make Amendments: The BOD may at any time amend these
recommendations to the Board of Directors (BOD) on regulations or revoke any powers granted by it to the
Cherat Cement Company Limited major human HR & RC.
resource management policies, strategies and plans.

75
Annual
Report 2017