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38 Directors’ Report Reviewed audit reports and significant findings by internal audit on a quarterly basis, response of the relevant business unit management on their respective findings and status of implementation of previous recommendations by the internal audit Facilitating coordination between internal and external auditors to ensure efficiency and effectiveness and to avoid duplication of work Reviewed company's statement on internal control systems prior to endorsement by the board of directors, which statement was also signed by the head of internal audit On the basis of these considerations the committee concludes that the company's system of internal control is sound in design and has been effectively implemented and monitored External Auditors The external auditors attended those parts of the audit committee meetings in which the financial statements of the company were considered by the committee. The audit committee also held a separate meeting with the external auditors in the absence of Chief Financial Officer and Head of internal audit to discuss issues which the auditor wants to bring to the committee in the absence of management. The auditors' have confirmed that they have no issue of independence and they have already reported all their concerns in the board and management letters. The external auditors have been given satisfactory rating under the Quality Control Review Program of the Institute of Chartered Accountants of Pakistan (ICAP). The external auditors have confirmed that their firm is in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP. The external auditors have not been appointed to provide other services except in accordance with the listing regulations and they have confirmed that they have observed IFAC guidelines in this respect. The present external auditors, KPMG Taseer Hadi & Co. shall retire at the conclusion of annual general meeting on November 29, 2008 and being eligible, offer themselves for reappointment for the year 2008-09. As suggested by the Audit Committee, the Board recommends their reappointment for the year ending September 30, 2009. Changes in the Audit Committee The Committee would like to place on record its appreciation on the valuable contribution made by its outgoing members Mr. Javaid Anwar and Ms. Monika Valtwies towards accomplishment of tasks provided to it by the Board. The Committee also welcomes Mr. Zahid Hussain and Mr. Klaus Stegemann who joined the Committee in place of the outgoing members. Attendance at Audit Committee Name Category meetings held during FY 07-08 Held Eligible Attended to attend Existing Audit Committee Members Mr. Tajammal H. Bokharee Independent non executive director 4 4 4 Mr. Zahid Hussain Independent non executive director 4 3 2 Mr. Klaus Stegemann Non executive director 4 - - Mr. Stephan Schneider Non executive director 4 4 3 Outgoing members Ms Monika Valtwies Non executive director 4 4 4 Mr. Javaid Anwar Independent non executive director 4 1 1
Directors’ Report 39 Compliance Committee Siemens has zero tolerance for non-compliance behavior. Siemens' Compliance Program anchors ethical and legal behavior throughout the company. It includes clear instructions to all employees to comply with all applicable laws. It also contains additional regulations regarding, for example, the processing of payments and proper dealings with business consultants. In view of importance of the subject, the board has constituted this Committee which comprises of two executive and one non executive director. The regional compliance officer is also the member and secretary of this Committee. Two meetings of the committee were held, attended by all the members, in which the committee performed following tasks, which were in line with their terms of reference: Review of the Company's overall compliance program to ensure that it is well communicated, supports lawful and ethical business conduct by the employees and reduce risks to the company for non-compliance with laws and regulations relative to the company's business Review the suggestions given by the Compliance Review Board and their implementation Overseeing company's compliance related policies, programs and procedures to ensure adherence with relevant laws, company's code of conduct and other relevant standards Reviewing and monitoring the company's compliance training initiatives on various topics Review of quarterly compliance report before its submission to the board The Committee is well satisfied with the implementation status and awareness of the compliance program. As part of their normal audit procedure, the external auditors have also made a limited review of implementation of compliance related controls and are satisfied with the implementation status.
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Statement of Compliance 121 16. All
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Auditors’ Report 123 Auditors’
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Balance Sheet 125 Siemens (Pakistan
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