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STATEMENT OF COMPLIANCEWITH LISTED COMPANIES (CODE OF
CORPORATE GOVERNANCE) REGULATIONS, 2019
FOR THE YEAR ENDED JUNE 30, 2020
1.
The total number of directors are seven as per
the following, -
a.
Male: 7
b.
Female: None
The regulation related to representation of
female director on the Board is not yet applicable
as the manner and terms and conditions are
not specified by the Securities and Exchange
Commission of Pakistan at the time of election of
Directors of the Company.
2.
The composition of the Board is as follows:
Category
Names
i. Independent
Directors ***
Mr. Shamim Ahmad
Khan
Mr. Tariq Iqbal Khan
ii. Non-Executive
Directors
Mr. Laith G. Pharaon *
Mr. Wael G. Pharaon**
Mr. Abdus Sattar
iii. Executive
Directors
Mr. Shuaib A. Malik
Mr. Sajid Nawaz
* Alternate Director Mr. Shuaib A. Malik,
Chairman & Chief Executive Pakistan
Oilfields Limited
** Alternate Director Mr. Babar Bashir Nawaz
*** Best practices of corporate governance
entail having an optimal number and mix of
board members with adequate skills and
experience.
The current Board of Directors of the
Company adequately meets this requirement.
Further, existing independent directors play
an effective part within the Board and make
valuable contribution. Therefore, the fraction
(2.3) has not been rounded up.
3.
The directors have confirmed that none of them
is serving as a director on more than seven listed
companies, including this company;
4.
The company has prepared a “Code of Conduct”
and has ensured that appropriate steps have
been taken to disseminate it throughout the
Company along with its supporting policies and
procedures;
5.
The Board has developed a vision/mission
statement, overall corporate strategy and
significant policies of the Company. The Board
has ensured that complete record of particulars
of significant policies along with their date
of approval or updating is maintained by the
Company;
6.
All the powers of the Board have been duly
exercised and decisions on relevant matters
have been taken by the Board/shareholders as
empowered by the relevant provisions of the Act
and these Regulations;
7.
The meetings of the Board were presided over by
the Chairman. The Board has complied with the
requirements of the Act and the Regulations with
respect to frequency, recording and circulating
minutes of meeting of the Board;
8.
The Board has a formal policy and transparent
procedures for remuneration of directors in
accordance with the Act and these Regulations;
9.
Out of seven directors, five directors meet the
exemption requirement of the Directors’ Training
Program and two directors have obtained the
Directors’ Training Program certification in prior
years;
10.
The Board has approved appointment of Chief
Financial Officer, Company Secretary and Head
of Internal Audit, including their remuneration
and terms and conditions of employment and
complied with relevant requirements of the
Regulations. The Company Secretary and Chief
Financial Officer is the same person, however,
duties of both positions are distinct and clearly
spelled out. Since long both these positions
are handled by one person who has in-depth
knowledge required by both positions and the
Company is very much satisfied. Further, it has
less financial burden on the Company.
THE COMPANY HAS COMPLIEDWITH THE REQUIREMENTS OF THE REGULATIONS IN THE
FOLLOWING MANNERS:
107
PAKISTANOILFIELDS LIMITED