Mohsin Annual Report-Final 1-91:Layout 1.qxd - Siemens Pakistan

94Statement of ComplianceStatement of Compliance with theBest Practices of Code of Corporate GovernanceThis statement is being presented to comply with the requirements of the Code of Corporate Governance(the Code) as incorporated in the listing regulations of the stock exchanges of Pakistan. The Code provides aframework of best practices of Corporate Governance. Good Governance is considered indispensable by theBoard to enhance and achieve highest performance. The Company has applied the principles contained inthe Code in the following manner:1. The Company encourages representation of independent non-executive directors. The Boardcomprises of eight directors which include three independent non-executive directors, one of whomis the Chairman. Two directors represent the National Investment Trust Limited (NIT).2. All the directors have given declaration that they were aware of their duties and powers under therelevant laws and the Company’s Memorandum and Articles of Association and the listing regulationsof the stock exchanges of Pakistan.3. The directors of the Company have confirmed that none of them is serving as a director in more thanten listed companies including this company.4. All the resident directors of the Company are registered taxpayers and none of them has defaulted inpayment of any dues to any banking company, a DFI or NBFI.5. None of the directors or their spouses are engaged in business of stock brokerage.6. No casual vacancy occurred during the year. On expiry of the terms of offices of directors, freshelections were held in which the eight retiring directors were re-elected by the shareholders in theExtra Ordinary General Meeting held on December 1, 2006.7. The Company has adopted a Statement of Ethics & Business Practices which has been signed by all thedirectors and employees of the Company.8. The Board of Directors has developed a Vision and Mission Statement. All significant policies havebeen approved by the Board and compiled in the Company’s Policy Manual. The level of materialityhas also been defined by the Board.9. All the powers of the Board have been duly exercised and decisions on material transactions have beentaken by the Board. The appointment, remuneration and terms and conditions of employment of theChief Executive Officer and the Chief Financial Officer have been determined and approved by theBoard of Directors. Further, the appointment, remuneration and terms and conditions of employmentof the Head of Internal Audit and the Company Secretary have been determined by the Chief ExecutiveOfficer with the approval of the Board of Directors.10. The roles and responsibilities of the Chairman and the Chief Executive Officer are clearly defined.11. The meetings of the Board are presided over by the Chairman and, in his absence, by a director electedby the Board for this purpose.12. The Board meets at least once in every quarter.13. Written notices and agenda of Board Meetings are circulated not less than seven days before themeetings.14. The Minutes of the Board Meetings are appropriately recorded, signed by the Chairman and circulatedwithin 14 days from the date of meetings.15. The Company conducted in-house orientation for foreign resident directors to apprise them of theirduties and responsibilities. Other directors of the Company, being professionals and directors of otherlocal companies have adequate exposure of corporate matters and are already aware of their dutiesand responsibilities.