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STATEMENT OF
COMPLIANCE WITH THE CODE OF
CORPORATE GOVERNANCE The statement is being
presented to comply with the provisions of Code of Corporate Governance issued
by Securities and Exchange Commission of 1.
The
Company encourages representation of independent non-executive directors. At
present the Board includes six non-executive directors. 2.
The
resident directors have confirmed that none of them is serving as a director in
more than ten listed companies, including this Company. 3.
All
the resident directors of the Company are registered as taxpayers and none of
them has defaulted in payment of any loan to a banking company, a DFI or an
NBFC, or being a member of a stock exchange, has been declared as a defaulter
by the stock exchange. 4.
No
casual vacancy occurred during the year on the Board. 5.
The
Company has prepared a 'Statement of Ethics and Business Practices', which has
been distributed to and acknowledged by all the directors and employees of the
Company. 6.
The
Board has developed a vision/mission statement, overall corporate strategy and
significant policies of the Company. A complete record of particulars of
significant policies along with the dates on which they were approved or
amended has been maintained. 7.
All
the powers of the Board have been duly exercised and decisions on material
transactions, including appointment and determination and remuneration and
terms and conditions of employment of the CEO and other executive directors,
have been taken by the board. 8.
The
meetings of the Board were presided over by the Chairman and, in his absence,
by a director elected by the Board for this purpose and the Board met at least
once in every quarter. Written notices of the Board meetings, along with agenda
and working papers, were circulated at least seven days before the meetings.
The minutes of the meetings are appropriately recorded and circulated. 9.
The
resident directors have confirmed in the Board's meeting held on September 18,
2003 that they are well acquainted as to their duties and responsibilities as
required under the CCG. However, information material including a copy of the
CCG and the Memorandum and Articles of Association of the Company were
circulated to the directors to apprise them with their duties and
responsibilities and enable them to manage the affairs of the Company. 10. The Board approves the
appointment of CFO, Company Secretary and Head of Internal Audit, including
their remuneration and terms and conditions of employment, as determined by the
CEO. 11. The directors' report for
this year has been prepared in compliance with the requirements of the Code and
fully describes the salient matters required to be disclosed. 12. The financial statements
of the Company were duly endorsed by CEO and CFO before approval of the Board. 13. The directors, CEO and
executives do not hold any interest in the shares of the Company other than
that disclosed in the pattern of shareholding. 14. The Company has compiled
with all the corporate and financial reporting requirements of the Code. 15. The Board has formed an
audit committee. It comprises three members, of who two are non-executive
directors. 16. The meetings of the audit
committee were held at least once every quarter prior to approval of interim and
final results of the Company and as required by the Code. The terms of
reference of the committee have been formed and advised to the committee for
compliance. 17. The Board has set-up an
internal audit function manned by suitably qualified and experienced personnel
who are conversant with the policies and procedures of the Company and are
involved in the internal audit function on a full time basis. 18. The statutory auditors of
the Company have confirmed that they have been given a satisfactory rating
under the quality control review programme of the Institute of Chartered
Accountants of Pakistan, that they or any of the partners of the firm, their
spouses and minor children do not hold shares of the Company and that the firm
and all its partners are in compliance with International Federation of
Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of
Chartered Accountants of Pakistan. 19. The statutory auditors or
the persons associated with them have not been appointed to provide other
services except in accordance with the listing regulations and the auditors
have confirmed that they have observed IFAC guidelines in this regard. 20. We confirm that all other
material principles contained in the Code of Corporate Governance have been
complied with. September
20, 2004 ORIX Investment Bank NAIM
FAROOQUI Chief
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