Committees of The Boar: Presentator

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CODE OF CORPORATE

GOVERNANCE

COMMITTEES
OF THE BOARD
PRESENTATOR
MUHAMMAD TUHA
ABDUL BASIT
CORPORATE
GOVERNANCE

Corporate Governance

Corporate governance is the system by which companies are directed


and controlled. Boards of directors are responsible for
the governance of their companies. The shareholders' role
in governance is to appoint the directors and the auditors and to satisfy
themselves that an appropriate governance structure is in place.
COMMITTEES OF THE
BOARD

Human
Audit Resource and
Committee Remuneration
Committee

Risk
Nomination
Management
Committee
Committee
AUDIT COMMITTEE

An audit committee is a committee of an organization's board of


directors which is responsible for oversight of the financial
reporting process, selection of the independent auditor, and
receipt of audit results both internal and external.

At least 3 Chairman of
members, At least 1 Chairman of
the committee
comprising members the committee
shall not be
non- Independent shall be an
the chairman
executive directors independent
of the board
directors

At Post 20 Year
me lea
“fi m st 1 Graduated Experience
n b Professional 10 Year
lit anci ers Accountant
from HEC
Experience
of senior
er al
ate ly recognized management
” university
MEETINGS OF THE AUDIT
COMMITTEE

At least once every quarter of the Request by the external


financial year auditors, head of internal audit &
chairman of the audit committee.

Provided that chief executive officer and the


NOTE chief financial officer shall not be members of
the audit committee
ADEQUATE RESOURCES
AND AUTHORITY

(i) determination of appropriate measures to


safeguard the company’s assets;
(ii) review of annual and interim financial
statements of the company, prior to their approval
by the Board, focusing on,-
(a) major judgmental areas;
(b) significant adjustments resulting from the
audit;
(c) going concern assumption;
(d) any changes in accounting policies and
practices;
(e) compliance with applicable accounting
standards;
(f) compliance with these Regulations and other
statutory and regulatory requirements; and
(g) all related party transactions;

It is mandatory that the secretary of audit


committee shall circulate minutes of
meetings of the audit committee to all
members, directors, head of internal audit
and where required to chief financial officer
HUMAN RESOURCE AND
REMUNERATION COMMITTEE

Purpose. The Human Resource & Remuneration Committee (the


“Committee”) shall discharge the Board's responsibilities relating
to the human resource functions of the Company's executives.
The Committee shall be responsible for recommending human
resource management policy to the Board

At least 3
At least 1 Committee shall
members,
member shall meet at least
comprising
be an once in a
Non Executive
independent financial year
Member

CEO & Head of


HR attend
meeting only No participate
by invitation (If if !
Not Member of
committee)
TERMS OF REFERENCE

The terms of reference of committee shall be determined by the


Board which may include the following,-

Recommende
dApprovals
selection,
Recommende
Selection of
development,
Evaluation
and of
d HRM
HR
Remuneratio
compensatio
Performance
consultant
npolicies
ofns
CEO,
COO, IA,
NOMINATION
COMMITTEE

A nomination committee is a committee that acts as


part of an organization's corporate governance.
A nomination committee will evaluate the board of
directors of its respective firm and examine the skills
and characteristics needed in board candidates.

Shall be responsible for


(i) considering and making recommendations to the
Board in respect of the Board’s committees and the
chairmanship of the Board’s committees; and
(ii) keeping the structure, size and composition of the
Board under regular review and for making
recommendations to the Board with regard to any
changes necessary.
RISK MANAGEMENT
COMMITTEE

The Risk Committee (the “Committee”) is an


independent committee of the Board of Directors that has, as
its sole and exclusive function, responsibility for the risk
management policies of the Corporation's global operations
and oversight of the operation of the Corporation's global risk
management framework.

Shall be Perform

(i) monitoring and review of all material controls (financial,


operational, compliance);
(ii) risk mitigation measures are robust and integrity of
financial information is ensured; and
(iii) appropriate extent of disclosure of company’s risk
framework and internal control system in Directors report.
This Was All About “Committees of the
Board” from our End

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