Download - Siemens Pakistan
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36 Directors’ Report Changes in the Board of Directors The Board would like to place on record its appreciation on the valuable contribution made by the outgoing director Mr. Javaid Anwar, Mr. Joachim Moeller and Ms. Monika Valtwies towards progress of the Company. The Board also welcomes Mr. Zahid Hussain, Dr. Udo Niehage and Mr. Klaus Stegemann who joined the board in place of the outgoing directors and hope that the Company will definitely benefit from their varied experience in their respective fields. The casual vacancies as and when they occurred during the year were filled within 30 days of such vacancy in accordance with listing regulations. The directors appointed to fill the casual vacancy shall continue to act until the next election of the Board of Directors in 2009. The new directors have been provided information on the powers, duties and liabilities of the directors under the Companies Ordinance, 1984, the Code of Corporate Governance, Memorandum and Articles of Association and listing regulations. All directors have signed declaration of awareness of their powers, duties and liabilities under these rules and regulations. As required under listing regulations 37 (xxiv) of Karachi Stock Exchange the Chief Executive Officer and Chief Financial Officer present the financial statements, duly endorsed under their respective signatures, for consideration and approval of the board of directors and the board, after consideration and approval, authorize the signing of financial statements for issuance and circulation. All directors including the Chief Executive Officer, Chief Financial Officer, and Executives of the company were delivered written notices by the Company Secretary to immediately inform in writing any trading in the company's shares by themselves or by their spouses and to deliver a written record of the price, number of shares and form of share certificates within 4 days of such transaction to the Company Secretary. The directors have confirmed that no trading was done by these persons or their spouses during the year. Attendance at Board Name Category Meetings held during FY 07-08 Held Eligible Attended to attend Existing Directors Syed Babar Ali, Esqr. (Chairman) Independent non executive director 4 4 2 Mr. Sohail Wajahat H. Siddiqui Executive director 4 4 4 Mr. Zahid Hussain Independent non executive director 4 3 2 (Appointed w.e.f. December 14,2007) Dr. Udo Niehage Non executive director 4 2 1 (Appointed w.e.f. April 10,2008) Mr. Gerhard Wilcke Executive director 4 4 4 Mr. Tajammal H. Bokharee Independent non executive director 4 4 4 Mr. Klaus Stegemann (Appointed w.e.f. August 15,2008) Non executive director 4 - - Mr. Stephan Schneider Non executive director 4 4 3 Outgoing Directors Mr. Javaid Anwar Independent non executive director 4 1 1 Mr. Joachim Moeller Non executive director 4 2 1 Ms Monika Valtwies Non executive director 4 4 4
Directors’ Report 37 Board Committees Audit Committee The audit committee comprises of four members all of them are non executive directors. The terms of reference of the audit committee has been determined by the board in accordance with the Code of Corporate Governance. Four meetings of the Committee were held during the year in which the following business was considered: Review of quarterly, half- yearly and annual financial statements before their consideration by the board Detailed review of board and management letters issued by the external auditors and management's response thereto Review of compliance with all relevant laws and regulations and other statutory requirements Compliance with the best practices of corporate governance Determination of appropriate measures to safeguard company's assets Review of status of action items from the previous meetings In view of work performed during the year, the audit committee concluded the following: The company has complied with, in all material respect, with the requirements of the listing regulations of all the Stock Exchanges and there was no departure from the best practices of corporate governance. The statement of ethics and business practices has been signed by all the directors and employees of the company confirming adherence to the values and ethics The financial statements are reviewed and signed by the management of the company before their submission to the audit committee and the board, in acknowledgment that these financial statements present fairly its state of affairs and the result of its operations, cash flows, changes in equity and are in conformity with the books of accounts of company Appropriate accounting policies have been consistently applied in the preparation of financial statements Accounting estimates are based on reasonable and prudent judgment, Proper books of accounts are maintained by the company 'Statement of Compliance with the Best Practices of Code of Corporate Governance' has been reviewed by the statutory auditors of the company and a satisfactory report has been issued by them in this regard The financial statements comply with the provisions of the Companies Ordinance, 1984 and the requirements of International Accounting Standards, as applicable in Pakistan, and appropriate disclosures have been provided where necessary There are no significant doubts upon the listed company's ability to continue as a going concern Internal Audit Function The board has established an independent internal audit department which is reporting directly to the audit committee. The head of internal audit attended all the meetings of the committee. The committee considered following matters during the year relating to internal audit function: Ensuring at all times independence of the internal audit function and that the function has adequate resources and is appropriately placed within the company. For the purpose, the committee had held a separate meeting with the head and other members of the internal audit function in the absence of the chief officer and the external auditors
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Directors’ Report<br />
37<br />
Board Committees<br />
Audit Committee<br />
The audit committee comprises of four members all of them are non executive directors. The terms of<br />
reference of the audit committee has been determined by the board in accordance with the Code of<br />
Corporate Governance. Four meetings of the Committee were held during the year in which the<br />
following business was considered:<br />
Review of quarterly, half- yearly and annual financial statements before their consideration by the<br />
board<br />
Detailed review of board and management letters issued by the external auditors and management's<br />
response thereto<br />
Review of compliance with all relevant laws and regulations and other statutory requirements<br />
Compliance with the best practices of corporate governance<br />
Determination of appropriate measures to safeguard company's assets<br />
Review of status of action items from the previous meetings<br />
In view of work performed during the year, the audit committee concluded the following:<br />
The company has complied with, in all material respect, with the requirements of the listing<br />
regulations of all the Stock Exchanges and there was no departure from the best practices of<br />
corporate governance. The statement of ethics and business practices has been signed by all the<br />
directors and employees of the company confirming adherence to the values and ethics<br />
The financial statements are reviewed and signed by the management of the company before their<br />
submission to the audit committee and the board, in acknowledgment that these financial<br />
statements present fairly its state of affairs and the result of its operations, cash flows, changes in<br />
equity and are in conformity with the books of accounts of company<br />
Appropriate accounting policies have been consistently applied in the preparation of financial<br />
statements<br />
Accounting estimates are based on reasonable and prudent judgment,<br />
Proper books of accounts are maintained by the company<br />
'Statement of Compliance with the Best Practices of Code of Corporate Governance' has been<br />
reviewed by the statutory auditors of the company and a satisfactory report has been issued by them<br />
in this regard<br />
The financial statements comply with the provisions of the Companies Ordinance, 1984 and the<br />
requirements of International Accounting Standards, as applicable in <strong>Pakistan</strong>, and appropriate<br />
disclosures have been provided where necessary<br />
There are no significant doubts upon the listed company's ability to continue as a going concern<br />
Internal Audit Function<br />
The board has established an independent internal audit department which is reporting directly to the<br />
audit committee. The head of internal audit attended all the meetings of the committee. The committee<br />
considered following matters during the year relating to internal audit function:<br />
Ensuring at all times independence of the internal audit function and that the function has adequate<br />
resources and is appropriately placed within the company. For the purpose, the committee had held<br />
a separate meeting with the head and other members of the internal audit function in the absence<br />
of the chief officer and the external auditors
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