Page 78 - CCL AR 2017 Final

Records: All documentation related to the holding, Directors' Orientation and Training
proceedings and recommendations of the HR & RC
shall be ensured by and stored with the Secretary (HR All the Directors of the Company are well experienced
& RC). and have diverse backgrounds. At the time of induction
of any new director, he or she is given proper
OFFICES OF THE CHAIRMAN AND CHIEF orientation about the operations of the Company and
EXECUTIVE OFFICER his or her fiduciary responsibilities. The Company had
also arranged an in-house Directors' training program
Being a corporate governance compliant company, to appraise the directors of their authorities and
Cherat Cement designates separate persons for the responsibilities. Two Directors of the Company namely
position of the Chairman of the Board of Directors and Mr. Azam Faruque and Mr. Omar Faruque are also
the office of the Chief Executive with clear division of certified under the Board Development Series Program
roles and resposibility. offered by Pakistan Institute of Corporate Governance

ROLES OF CHAIRMAN AND CHIEF EXECUTIVE (PICG).
OFFICER ANNUAL EVALUATION OF BOARD PERFORMANCE

Roles of Chairman and Chief Executive Officer (CEO) Board Evaluation Mechanism facilitates the Board of
are clearly established in the Company. Directors to evaluate and assess its performance for

The post of Chairman is held by a Non-Executive providing strategic leadership and oversight to the
Director. The Chairman is not involved in the management. Accordingly, following procedures have
day-to-day activities. The Chairman heads the Board been developed based on emerging and leading
meetings is responsible for avoidance of conflicts of practices to assist in the self-assessment of individual
interests. The Chairman is authorized to set agenda for director and the full Board’s performance.
Board meetings and to sign the minutes of the On an annual basis questionnaire is circulated to all
meetings. The Chairman ensures effective role of the directors which is formally filled by the directors and is
Board in fulfilling all its responsibilities. submitted anonymously to the Board. The result is

CEO is the Head of the Company’s management. CEO compiled by an independent Chartered Accountant
is an Executive Director responsible for the overall firm.
operation and performance of the Company. The main criteria for the Board’s evaluation is as
He is primarily responsible for: follows:

• Safeguarding of Company’s assets; Board Composition
• Creation of shareholder value; The Board is fully aware of its role & responsibilities,
demonstrates integrity, credibility, trustworthiness and
• Identification of potential diversification / active participation in its affairs. The Board has the
investment projects; right mix of skills, knowledge and experience and all
Non-Executive / Independent Directors are equally
• Implementation of projects approved by the involved in important board decisions.
Board;
Leadership and Planning
• Ensuring effective functioning of internal control
system; The Board gives ample time to the strategy formulation
based on Company's vision and mission and revisits
• Identifying risks and designing mitigation the mission and vision statements from time to time.
strategies; The Board provides guidance and direction, discusses

• Preservation of the Company’s image; the adequacy of resources, receives management
reports and has a system in place to ensure smooth and
• Development of human capital and good effective succession planning.
investor’s relation; and
• Compliance with regulations and best practices.

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Cherat Cement
Company Limited