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Directors’ Report
35
The register of contracts maintained under section 219 of the Companies Ordinance, 1984 was signed
by all the directors except those directors who have interest in those contracts due to common
directorship. The details of all such contracts were provided to all the directors as part of agenda of each
board meeting. It was ensured that quorum should be present for all board meetings in accordance with
Memorandum and Articles of Association of the Company.
The appointment, remuneration and terms and conditions of employment of the Chief Executive Officer
and the Chief Financial Officer have been approved by the board of directors. The Chief Executive Officer
and Chief Financial Officer did not take part during discussion in the board on their respective
employment contracts. Further, the appointment, remuneration and terms and conditions of
employment of the Head of internal audit and the Company Secretary were also approved by the Chief
Executive Officer with the approval of the board.
The Chief Financial Officer, who is also a member of the board, and the company secretary, attended all
the board meetings. Business segment heads were also invited to obtain detailed information on
matters raised by the audit committee or external auditors relevant to their respective areas of
responsibility.
For all the board meetings the agenda and details of each item of agenda were circulated to all the
members of the board at least seven days before the meeting was scheduled. The minutes of all board
meetings and audit committee, duly signed by the respective chairman, have been circulated within 14
days of holding of these meetings. An action items list is also prepared after finalization and circulation
of minutes of the meetings and status of each action item was provided to the board and audit
committee in their next meeting.
The board appreciates and is thankful to the non resident directors for their presence in person in the
meetings of the board in view of political and security situation. The participation of one non resident
director in one meeting was facilitated through video conferencing. The record of the video conferences
is available with the company. The minutes of those meetings in which the directors participated
through video conferencing are signed by all the directors present.