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11.
Chief Financial Officer and Chief Executive
Officer duly endorsed the financial statements
before approval of the Board;
12.
The Board has formed committees comprising of
members given below:
a)
Audit Committee
Name
Role
Mr. Shamim Ahmad Khan
Chairman
Mr. Abdus Sattar
Member
Mr. Babar Bashir Nawaz
Member
Mr. Tariq Iqbal Khan
Member
b)
HR and Remuneration Committee
Name
Role
Mr. Babar Bashir Nawaz
Chairman *
Mr. Shuaib A. Malik
Member
Mr. Abdus Sattar
Member
* Chairman of HR & Remuneration
Committee is a non-executive director
having vast experience of management
and the Board considers him the most
suitable for this position who has the
required knowledge and experience.
A constitutional petition filed by the
Company is currently pending in the Sindh
High Court challenging compliance with
below mentioned requirements and to
declare that the impugned provisions,
namely Section 166, proviso to Section 154
of the Companies Act 2017; Regulations
6,7,9,16,28 and 29 of the Listed Companies
(Code of Corporate Governance)
Regulations, 2017 [which are now replaced
by Regulation 6, 7, 9, 27, 28 (Regulation
16 of 2017 Regulations deleted) of the
Listed Companies (Code of Corporate
Governance) Regulations, 2019]; S.R.O
556(i)/2018; and S.R.O 73(i)/2018 relating
to appointment of independent directors
on the Board of Directors, appointment of
independent director as Chairman of the
Audit Committee and HR & Remuneration
Committee, appointment of female director
on the Board and appointment of separate
persons as Chairman of the Board and Chief
Executive of the Company are illegal and
unconstitutional and to strike them down;
and to further declare that shareholders
are lawfully entitled to elect Directors
and to elect a Chairman of the Board of
Directors without reference to the impugned
provisions. The law officer of Securities
and Exchange Commission of Pakistan has
undertaken that no action contrary to the
law would be taken against the Company.
The Chairman and Chief Executive is the
same person. The duties of both positions
are distinct and clearly spelled out. These
positions are handled by one person
since long who is managing the affairs
of the Company successfully. He has
exhaustive knowledge and experience of the
Company’s business and the Board is very
much satisfied and considers him the most
suitable person for these positions.
The Board itself has constituted Audit
Committee and HR & Remuneration
Committee and also feels that there is
no need to have separate Nomination
Committee.
The Board itself and through its Audit
Committee continuously reviews business
risks facing the Company to ensure that
a sound system of risk identification, risk
management and implementation of related
systemic and internal controls exists.
Major risks and mitigating factors are also
published in annual report of the Company.
The Board feels that there is no need to have
separate Risk Management Committee.
13. The terms of reference of the aforesaid
committees have been formed, documented
and advised to the committee for
compliance.
STATEMENT OF COMPLIANCEWITH LISTED COMPANIES (CODE OF
CORPORATE GOVERNANCE) REGULATIONS, 2019
FOR THE YEAR ENDED JUNE 30, 2020
108
PAKISTANOILFIELDS LIMITED