Page 98 - CCL AR 2017 Final

Statement of Compliance

with the Code of Corporate Governance

This statement is being presented to comply with the 6. The board has developed a vision/mission
Code of Corporate Governance contained in listing statement, overall corporate strategy and
regulations No. 5.19.23 of Pakistan Stock Exchange significant policies of the company. A complete
for the purpose of establishing a framework of good record of particulars of significant policies along
governance, whereby a listed company is managed in with the dates on which they were approved or
compliance with the best practices of corporate amended has been maintained.
governance.
7. All the powers of the board have been duly
The Company has applied the principles contained in exercised and decisions on material transactions,
the CCG in the following manner: including appointment and determination of
remuneration and terms and conditions of
1. The Company encourages representation of employment of the CEO, other executive and
independent non-executive directors and non-executive directors, have been taken by the
directors representing minority interests on its board.
Board of Directors. At present the board includes:
8. The meetings of the board were presided over by
Category Names the chairman and, in his absence, by a director
elected by the board for this purpose and the
Independent Mr. Asif Qadir board met atleast once every quarter. Written
Director notices of the board meetings, along with agenda
and working papers, were circulated atleast
seven days before the meetings, except one
Executive Mr. Azam Faruque emergent meeting. The minutes of the meetings
Director were appropriately recorded and circulated.

9. The Directors are well aware of their duties and
Mr. Omar Faruque responsibilities under the Code. The executive
Mr. Akbarali Pesnani
Non-Executive Mr. Shehryar Faruque director and non-executive directors of the
Directors Company meet the criteria of exemption under
Mr. Arif Faruque clause 5.19.7 of the Code, and accordingly are
Mr. Shamshad Nabi (NIT) exempted from attending the directors’ training
Mr. Saquib H. Shirazi program. Further, two directors have been
certified under the directors training program as
The independent director meets the criteria of required by SECP.
independence under clause 5.19.1. (b) of the CCG.
10. The board has approved appointment of CFO,
2. The directors have confirmed that none of them is Company Secretary and Head of Internal Audit,
serving as a director on more than seven listed including their remuneration and terms and
companies, including this company (excluding conditions of employment.
the listed subsidiaries of listed holding
companies where applicable). 11. The Directors’ report for this year has been
prepared in compliance with the requirements of
3. All the resident directors of the Company are the Code of Corporate Governance and fully
registered as taxpayers and none of them has describes the salient matters required to be
defaulted in payment of any loan to a banking disclosed.
company, a DFI or an NBFI or, being a Broker of
a stock exchange, has been declared as a 12. The financial statements of the Company were
defaulter by that stock exchange. duly endorsed by CEO and CFO before approval
of the board.
4. No casual vacancy occurred on the Board during
the year. 13. The Directors, CEO and Executives do not hold
any interest in the shares of the Company other
5. The Company has prepared a “Code of Conduct” than that disclosed in the pattern of shareholding.
and has ensured that appropriate steps have been
taken to disseminate it throughout the Company 14. The Company has complied with all the
along with its supporting policies and corporate and financial reporting requirements of
procedures. the CCG.

96
Cherat Cement
Company Limited