ATLAS HONDA LTD

Subject: Corporate Governance

Name: Muhammad Faisal Shahzad

Roll No: 143 (MBA 1.5)

Submitted To: Dr. Muhammad Shafique

 INTRODUCTION
The Company
Atlas Honda Limited is a public listed company which was incorporated on October 16, 1962. It
is a joint collaboration between Honda Motor Company Limited Japan, the largest and most
reputed motorcycle brand in the world, and Atlas Group, one of Pakistan’s most renowned
business conglomerates. The Company is principally engaged in progressive manufacturing and
marketing of motorcycles and spare parts.

Atlas Honda Limited is the largest motorcycle manufacturer in Pakistan with the strongest brand
value and highest customer loyalty. The Company is considered a pioneer of motorcycle industry
in the country and has been leading two-wheeler market successfully for over 50 years.

The Company currently has a production capacity of over 1.35 million units per annum and
continues to maintain its status as market leader both in terms of volume and quality. It also
exports its motorcycles and spare parts to Bangladesh and Afghanistan.

With highest quality products, state of the art manufacturing facilities, largest dealership network
& impeccable after sales service, Atlas Honda Limited is today considered a benchmark for two
wheeler manufacturing. It has been proudly and successfully fulfilling its role as the flag bearer
of motorcycle industry in Pakistan.

As one of the largest tax payers in the private sector and being one of the best employers in the
country, Atlas Honda Limited stands as a beacon of light for the corporate, social and intellectual
sectors of Pakistan.

Atlas Honda Limited boasts a long eventful history of success. The foundation of Atlas Group
was laid in the year 1962 by Mr. Yusuf H. Shirazi when “Shirazi Investments (Private) Limited”
was formed with an initial capital of Rs. 500,000 and 2 associates by his side. This marked the
start of journey which revolutionized the two – wheeler industry in Pakistan. It was the
beginning of a ride to glory, aiming to transform the people’s lives by providing simplistic
mobility solutions. That spirit drove the chronicles of the nation’s largest motorcycle
manufacturing company, showcasing the “Power of Dreams, Generation after Generation.”
Utilizing the funds generated by Shirazi Investments (Private) Limited, Mr. Yusuf H. Shirazi
signed a technical collaboration agreement with Honda Motor Company Limited (HMC) in 1963
for the production and sales of Honda motorcycles in Pakistan. The Company that was formed as
a result of this venture was called “Atlas Autos Limited” with its manufacturing facility located
in Karachi. To expand the reach to new markets, Atlas Epak Limited was formed in 1968 with
manufacturing facilities based in East Pakistan. However, calamity struck in 1971 as the war in
East Pakistan resulted in loss of the sister concern. Despite this massive financial impediment,
Atlas Autos remained steadfast and recovered. Later in 1979, another new motorcycle
manufacturing plant at Sheikhupura, namely “Panjdarya Limited” was established. To enhance
the technological and production capabilities, a joint venture agreement was entered into in 1988
with HMC. Both Atlas Autos Limited and Panjdarya Limited operated separately until the two
were merged in 1991 and “Atlas Honda Limited” (the Company) came into being. Atlas Honda
has stayed persistent in its pursuit to reach newer heights through major achievements during the
year with capacity enhancement up to 1.35 million units, increased sales volume and extended
product range. As a company, we have always stood by the products with immaculate quality,
cutting-edge manufacturing facilities, unmatched skills, and an ever-growing dealership network
which has lead us to become what we are today. Today Atlas is a diversified group dealing in
engineering, power generation, financial services and trading. It consists of 16 companies out of
which 4 are quoted on the Pakistan Stock Exchange. Atlas shareholders equity and assets stand
over 2 billion US dollars; annual sales nearing 3 billion US dollars . The Group has harmonized
professional management and institutionalized the Group shareholding to build businesses that
last generation after generation. Atlas has also been playing a leading role as a corporate citizen
promoting centers of professional education, contributing to health facilities, helping law
enforcement agencies and improving the standards of life

Further information about the Company is as follows:

Establishments

Registered Office:

1-Mc Leod Road, Lahore-54000

Manufacturing Facilities:
1. Sheikhupura plant
26-27 KM, Lahore-Sheikhupura Road, Sheikhupura-39321
This plant is the country’s largest in-house manufacturing facility for motorcycles and
 related spare parts. It’s a modern state of the art factory that is involved in manufacturing
of all the models of the Company. Its spread over 27 acres.
2. Karachi plant
F-36, Estate Avenue, S.I.T.E., Karachi-75730
This is the mother plant of the Company. Atlas Honda Limited started its operations from
here back in 1963. It is spread over 5 acres and is used for manufacturing CD70 (one of
Company’s most famous models). It also operates as Company’s Head Office.

Branch Offices:
 1st Floor, 28-Mozang Road, Lahore Islamabad Corporate Center, Plot No. 784/785,
Golra Road, Islamabad
 1st Floor, Meezan Executive Tower, 4-Liaquat Road, Faisalabad
 Azmat Wasti Road, Multan
 2nd Floor, Dawood Centre, Autobhan Road, Hyderabad.
 Makhdoom Altaf Road, West Sadiq Canal Bank, Near City School, Rahimyar Khan

Showroom:
West View Building, Preedy Street, Saddar, Karachi

Warranty & Training Centres:

 1st Floor, 28-Mozang Road, Lahore
 Azmat Wasti Road, Multan

Financial

Authorized Share Capital:

Rs. 1,500,000 thousand (150,000,000 shares)

Paid Up Capital:
Rs. 1,034,066 thousand (103,406,613 shares)

Stock Exchange Listings:

Pakistan Stock Exchange
Stock Exchange Symbol:
ATLH

General

Company Registration Number:

CUIN 0001569

National Tax Number (NTN):

0801063-3

Sales Tax Number:

02-06-8711-001-37

Auditors:
Shinewing Hameed Chaudhri & Co. Chartered Accountants

Legal Advisors:
Mohsin Tayebaly & Co.

Tax Advisor:
Ernst & Young Ford Rhodes Sidat Hyder, Chartered Accountants

Shares Registrar:
Hameed Majeed Associates (Pvt.) Limited H. M. House, 7-Bank Square, Shahrah-e-Quaid-e-
Azam, Lahore.

Bankers:
 Allied Bank Limited
 Askari Bank Limited
 Bank Al-Habib Limited
 Bank Alfalah Limited
 Faysal Bank Limited
 Habib Bank Limited
 Khushali Bank Limited
 MCB Bank Limited
  Meezan Bank Limited
 National Bank of Pakistan
 Soneri Bank Limited
 Standard Chartered Bank (Pakistan) Limited
 The Bank of Tokyo-Mitsubishi UFJ Limited
 United Bank Limited

Memberships of Major Associations:

a. Pakistan Automotive Manufacturers Association (PAMA)
b. Pakistan Business Council
c. Federation of Pakistan’s Chambers of Commerce and Industry
d. Chambers of Commerce and Industry of:
a. Karachi
b. Lahore
c. Sheikhupura
d. Overseas Investors
e. Management Association of Pakistan
f. Marketing Association of Pakistan

Vision
Market leader in the motorcycle industry, emerging as a global competitive centre of production
and exports.

Mission
A dynamic growth oriented company through market leadership, excellent in quality and service
and maximizing export, ensuring attractive returns to equity holders, rewarding associates
according to their ability and performance, fostering a network of engineers and researchers
ensuing unique contribution to the development of the industry, customer satisfaction and
protection of the environment by producing emission friendly green products as a good corporate
citizen fulfilling its social responsibilities in all respects.
Core Values

Respect, Recognition & Reward

We promote a culture of respect across the Company and reward exceptional performances.

Education & Training

We provide education & training opportunities to our employees for their professional growth.

Value of Time
We aim for optimum utilization of our time to increase productivity and improve work/life
balance.

Self-Reliance
We trust our abilities and talent to build a better, stronger and more dynamic organization.

Meritocracy
We foster meritocracies in hiring, rewarding and promoting the best people based on their merit.

Excellence
We deliver high-quality products to our customers.

Code of Conduct

Obeying the Law

Atlas Honda Limited is committed to comply with the laws and regulations of Pakistan.

Human Capital
Atlas Honda Limited is committed to:

 Create a working environment where there is mutual trust & respect.

 Be an equal opportunity employer.
 Provide safe and healthy working conditions for all employees. It neither uses nor
supports the use of any form of forced, compulsory or child labor.

Consumers
Atlas Honda Limited is committed to:
  Provide products which consistently offer value in terms of price and quality.
 Promote safe practices throughout value chain from distributors to end users. It is
committed to provide customers with products and services that are safe and reliable.

Shareholders
Atlas Honda Limited conducts its operations in accordance with principles of good corporate
governance.

Business Partners
Atlas Honda Limited is committed to establish mutually beneficial relations with its suppliers,
customers and business partners. In its business dealings it expects its partners to adhere to
business principles consistent with its own.

Community Involvement
Atlas Honda Limited strives to be a trusted corporate citizen and, as an integral part of society,
fulfill its responsibilities to the societies and communities in which it operates.

Public Activities
Atlas Honda Limited:

 Co-operates with government and other organizations in the development of proposed

legislation and other regulations, which may affect its legitimate business interests.
 Neither supports political activities nor contributes funds to promote such activities.
 Is committed for promoting activities for safe driving.

The Environment
Atlas Honda Limited is committed to:

 Make continuous improvements in the management of its environmental impact and to

the long-term goal of developing a sustainable business.
 Work in partnership with others to promote environmental care, increase understanding
of environmental issues and disseminate good practice.
Innovation
Atlas Honda Limited is committed to fair competition and supports development of appropriate
competition laws.

Business Integrity & Anti – Corruption

Atlas Honda Limited does not give or receive, whether directly or indirectly, bribes or other
improper advantages for business or financial gain. No employee may offer, give or receive any
gift or payment, which is, or may be construed as being, a bribe. Any demand for, or offer of, a
bribe must be rejected immediately and reported to management. Its accounting records and
supporting documents must accurately describe and reflect the nature of the underlying
transactions. No undisclosed or unrecorded account, fund or asset will be established or
maintained.

Conflicts of Interests
All of Atlas Honda Limited employees are expected to avoid personal activities and financial
interests, which could conflict with their responsibilities to the Company.

Compliance – Monitoring – Reporting

Assurance of compliance is given and monitored each year. Compliance with the Code is subject
to review by the Board supported by Audit Committee. Any breach of the Code must be reported
in accordance with the procedures specified by the management. The Board expects employees
to bring to their attention, or to that of senior management, any breach or suspected breach of
these principles. Provision has been made for employees to be able to report in confidence and
no employee will suffer as a consequence of doing so.

Strategic Goals
Customers
Our Customers are the reason and the source of our business. It is our joint aim with our dealers
to ensure that the customers enjoy the highest level of satisfaction from use of Honda
motorcycles.

Quality
To ensure that our products and services meet the set standards of excellence.
Local Manufacturing
To be the industry leader in indigenization of motorcycle parts.

Technology
To develop and maintain distinct business advantages through continuous induction of improved
hard and soft technologies.

Shareholders
To ensure health and viability of business and thus safeguarding shareholders’ interest by
maximizing profit. Payment of regular satisfactory dividends and adding value to the shares.

Employees
To enhance and continuously update each member’s capabilities and education and to provide an
environment which encourages practical expression of the individual potential in goal directed
team efforts and compensate them attractively according to their abilities and performance.

Corporate Citizen
To comply with all Government laws, rules and regulations and to maintain a high standard of
ethics in all operations and to act as a responsible member of the society.

Quality Policy
 Commitment to provide high quality motorcycles & parts.
 Right work in first attempt and on time.
 Maintain and continuously improve quality.
 Training of manpower and acquisition of latest technology.
 Safe, clean and healthy environment.
 Market leadership and prosperity for all.

Key Milestones
2019
The Company launches CB125F. The bike is powered with 125cc OHV engine, self start, 5 gears
and other stylish features. The Company launches CG125 Self with 125cc OHV engine, self
start, 5 gears and other features.

2018
Company crosses the 1 Million unit sales barrier. The Company launches CB250F, a 6 gear self
start motorcycle with latest features. Atlas Honda breaks the record by selling 100,000 bikes in a
month of January 2018. AHL wins 2 awards namely “Best CSR Report, Research & Publication
Award” and “Best Environment & Waste Management Award” at Corporate Social
Responsibility Awards 2018 hosted by National Federation of Environment and Health (NFEH).

2017
The Company launches CB150F, a 5-gear self start motorcycle with latest features. This is
Company’s first 150cc locally assembled bike. AHL wins 2 awards namely “Best Corporate
Report, Research & Publication Award” and “Best Environment & Waste Management Award”
at Corporate Social Responsibility Awards 2017 hosted by National Federation of Environment
and Health (NFEH). Company crosses the 900,000 unit sales barrier.

Atlas Culture
 Corporate Governance.
 Respect, Recognition and Reward.
 Value of Time.
 Recruitment and career advancement based on integrity, merit, experience and skills.
 Education and Training of staff and descendants.
 Self Reliance.
 Leading by example.
 Humility and Excellence.
 Living within one’s means, saving for the future and donating for good cause.
 To be happy and healthy.
Atlas Systems
 Management by Objectives (MBO) to align activities towards agreed company goals.
 Implementing 7S vision (Strategy, Structure, System, Style, Staff, Skills and Shared
values) for the company.
 Inducting and retaining competent and skilled staff – right man for the right job.
 Using BCG model for strategic direction.
 Creating values through implementations of internal controls (SOPs and policy manuals).
 Management development to produce performers, organization builders and strategists.
 Active participation in management meetings for continuous performance improvements.
 Ensuring accuracy and control of information / data through efficient MIS.
 Judicious sharing of profitability between employee bonuses, dividend payout and profit
retention.

COMPANY’S HISTORY

Resilient Through Time

1963-2019
Atlas Honda has managed to stay resilient through all these years with a strong footing leading to
new levels of excellence. The journey has marked some significant milestones that revolve
around state-of-the-art facilities, the ever-growing dealership network, and cutting-edge
manufacturing plants resulting in an unprecedented outcome. Our dynamic spirit and relentless
passion has helped us sustain our foundation as one of the oldest companies in Pakistan whilst
upholding an undying passion that leads to bigger and greater achievements in the years ahead.

The Decade of Progress 1963-1970

Atlas Autos Limited is incorporated as public limited company. The first technical collaboration
agreement is signed between Atlas Autos Limited and Honda Motor Company Limited. The
historical ceremony takes place in Tokyo, where Mr. Yusuf H. Shirazi and Mr. Soichiro Honda,
founder of Honda Motor Company Limited, graces the occasion. Atlas Autos becomes the first
two wheeler Company in Pakistan to get listed on Stock Exchange. Commercial production
commences with sanctioned annual capacity of 6,000 units. The Company launches a series of
new models. Honda C 50, C 90, and S 90 gained immense popularity among the customers. An
in-house engineering workshop is set up and the Company’s dream of developing a completely
localized product takes its first place.

The Decade of Efficiency 1971-1980

A new model, S110 Deluxe is launched. The Company launches two of its longest running and
most popular production models, the fuel efficient CD70 and high performance CG125. The
Company sends its key engineers and dealers to Japan for training courses. Panjadarya Limited,
an associated Company, is incorporated with its plant facility at Sheikhupura. Second Technical
Assistance agreement is signed with Honda Motor Company Limited. Re-layout, modernization
and balancing of manufacturing facility is carried out. Series of technical seminars on motorcycle
technology are held in Pakistan in collaboration with the Association of Technical Scholarships
of Japan. A motorcycle Technical Training Centre is established in Lahore.

The Decade of Innovation 1981-1990

Panjadarya Limited commences commercial production. The 2 stroke MB 100 is launched with a
memorable advertising campaign. New CD70 with econo-power engine is launched. The
Company achieved localization level of 50%. A Quality Circle Movement, called “Ala Mayar
Circle” is started, aiming at improvement in quality control and manufacturing techniques. The
Company organizes the first ever vendor conference. Engine parts manufacturing plant is
installed. The Company celebrates its 25th year of incorporation. Honda Motor Company
acquires 10% equity in Atlas Autos. Merger of Panjdarya Limited with Atlas Autos takes place.

The Decade of Competition 1991-2000

The name of new merged Company is changed to Atlas Honda Limited. CG 125 engine parts
manufacturing plant is installed at Sheikhupura plant and new model of CG 125 is launched.
New CD 70 model is introduced with latest ignition technology. The Company manages to
formalize eight technical assistance agreements between Japanese Companies and vendors. Thus,
the Company continues to play a key role in transfer of technology and vendor development in
Pakistan. The Company makes its first exports to Bangladesh, Nepal, Sri Lanka, Middle East and
Central Asia. The Company received ISO 9002 certification for both Karachi and Sheikhupura
plants. The Company is ranked among the top ten employers.
The Decade of Growth 2001-2010
Dealer convention of motorcycle industry is held for the first time in Pakistan. The new
marketing strategy of “5S” Dealership is introduced under which customers can avail the
facilities of sales, service, spare parts, second hand motorcycle exchange and special (credit)
sales – all under one roof. The Company achieves localization level of 85%. The Company
crosses the barrier of 100,000 units in 2003. The new model CD 100 is launched. The Company
extends the capacity at Sheikhupura plant by establishing, state of the art, 500k synchronized
Assembly Plant. The new model CG 125 Deluxe is launched. The Company hosts the 15th NHC
Asia-Oceania Bloc Convention. SAP, the leading ERP system, is implemented.

The Decade of Excellence 2011-2018

The Company surpasses 90% localization record and crossed the 500,000 units barrier in 2011.
The Company becomes the first motorcycle company in Pakistan with all its models compliant
with latest emission standards. The Company launches new models namely Honda CD70 Dream,
CG125 Dream, Pridor and CBR series. The Company celebrates 50 years of the nation’s ride.
Mrs. Yusuf H. Shirazi inaugurates the Company’s 50 years gallery. The Company acquires
shares of Atlas Hitec (Private) Limited. The Company’s corporate reporting practices are
recognized through various awards by ICAP & ICMAP, SAFA, KSE, ACCA & WWF. First ever
Company to announce the engine warranty period of three years. The Company completes the
investment of USD 100 million for a three-year phase wise expansion plan of its motorcycle
operations in Pakistan. The Company launches new models namely CB 150F & CB 250F.
 PRODUCTS

CD70

Features:

 Thicker Spokes & Durable Rear Wheel

 Stylish Fuel Tank with Side Cover Graphics
 Sporty Muffler Exhaust
 Durable 70cc OHC Econo Power Engine
 Comfortable Seat Bar

CD70 DREAM

Features:

 Sleek contoured fuel tank with modern graphics

 Sporty looking chrome muffler exhaust
 Metallic front fender for durability
 High-tech stylish dashboard design and speedometer
 New sporty detachable visor
 High-tech 70cc econo power engine
 Highly bright front headlights

PRIDOR

Features:

 Modern Side Core Design

 Rear Pipe Grip for Motorcycle Handling
 Impressive Speedometer Design and Stylish Dashboard
 New Strong and Durable Rear Fender
 Latest and Sporty Style Visor
 Stylish & Modern Utility Box Design
 Durable 100cc OHC Econo Power Engine
 Stylish Graphics
CG125
Features:

 Modern Black Painted Muffler Exhaust with Breathtaking Sound

 Fuel Tank with Stylish Graphics
 Newly Designed Speedometer
 Comfortable Seat Bar
 Powerful Japanese Technology OHV 125cc Engine
 Firm and Durable Rear Wheel

CG125 SELF

Features:

 4 Stroke 125cc OHV Engine

 Modern Black Painted Muffler Exhaust with Breathtaking Sound
 Self Start System
 Fuel Tank with Stylish Graphics
 Huge Rear Wheel Drum
 5 Gears Transmission

CB125F

Features:

 Self-Start System
 Modern Visor and Stylish Headlight
 Z Section Die-Cast Alloy Rims
 4 Stroke 125cc OHV Engine
 Black Painted Silencer with Stylish Cover
 Powerful Front Disk Brake
 Aluminium Grab Rail and Stylish Tail light
 5-Gear Transmission
 Sporty Fuel Tank with Stylish Graphics
 Stylish Fuel Gauge, Trip Meter and Speedometer
CB150F

Features:

 Headlights with LED Fog Lights and Dipper

 4 Stroke 150cc SOHC Engine with Balancer
 Sporty Fuel Tank with Stylish Graphics
 5 Gear Transmission
 Self-Start System
 Magnet Key with Shutter Lock System
 Impressive LED Supported Tail Light
 Stylish Fuel Gauge, Gear Indicator & Trip Meter
 Powerful Front Disk Brake
 Z Section Die-Casted Alloy Rims
 Low-Maintenance Viscous Air Filter
 Stylish & Aerodynamic Muffler Exhaust

CB250F

Features:

 Powerful 60/50 W Beam Headlight

 SOHC, 4 Valve, Single Cylinder 250cc Engine
 Sporty & Modern Fuel Tank
 6 Speed Gearbox
 Self Start System
 Programmed Fuel Injection Technology
 Impressive LED supported Tail Light
 Completely Digitalized Speedometer
 Front & Rear Disk Breaks
 Durable Alloy Rims with Tubeless Tires
 Monoshock Rear Suspension
 Stylish & Aerodynamic Muffler Exaust
 CORPORATE STRUCTURE

Governance Structure
Atlas Honda’s governance framework provides a sound structure for effective and responsible
decision-making within the organization. The highest decision-making is carried out at the
shareholders’ meetings, supported by the Board of Directors. The Board has an oversight of the
risks and opportunities arising from the Company’s activities and is responsible for identifying
the direction, strategies & objectives and for monitoring the implementation of the same by
management.
Board of Directors

 Yusuf H. Shirazi (Chairman)

 Abid Naqvi (Director)
 Hirofumi Yada (Director)
 Hironobu Yoshimura (Director)
 Jawaid Iqbal Ahmed (Director)
 Sanaullah Qureshi (Director)
 Yukitoshi Fujisaka (Director)
 Saquib H. Shirazi (Chief Executive Officer)
 Marrium Ahmed (Company Secretary)

Board Committees

Audit Committee

Chairman Sanaullah Qureshi

Abid Naqvi &

Members
Jawaid Iqbal Ahmed

Head of Internal
Muhammad Iqbal
Audit

Secretary Marrium Ahmed

Human Resource & Remuneration Committee

Chairman Sanaullah Qureshi

Jawaid Iqbal Ahmed &

Members
Saquib H. Shirazi

Secretary Faisal Iqbal

 Management Team

Chief Executive Officer Saquib H. Shirazi

Vice President Marketing Afaq Ahmed

Vice President Technical Yukitoshi Fujisaka

General Manager Technical Hirofumi Yada

Chief Financial Officer Kashif Yasin

General Manager Human Resources

Faisal Iqbal
& Administration
General Manager Commercial &
Khawaja Shujauddin
Planning

General Manager Plants Muhammad Qadeer Khan

General Manager Production, Planning

Muhammad Rashad Rashid
& Control.

General Manager Sales Mujahid-ul-Mulk Butt

General Manager Supply Chain &

Tanvir Hyder
Systems

General Manager After Sales Zafar Iqbal

General Manager Quality Assurance Zia Ul Hassan Khan

Organization Chart
Group Advisory Board

Chairman Yusuf H. Sherazi

Jawaid Iqbal Khan,

Members Frahim Ali Khan &
Habib-ur-Rehman

Group Executive Committee

President Amir H.Sherazi

Iftikhar H. Shirazi
Saquib H. Sherazi
Ali H. Sherazi
Members Bashir Makki
Suhail Ahmed
Maqsood Ahmed Basraa
Habib-ur-Rehman

Head of Internal
Muhammad Iqbal
Audit

Secretary Theresa Dias

Group Human Resource Committee

 Yusuf H. Sherazi (Chairman)
 Amir H.Sherazi (Member)
 Bashir Makki (Member)
Group Systems & Technology Committee

Chairman Iftikhar H. Sherazi

Muhammad Mushtaq
Members
Alam & Zia Ullah Begg

Secretary Sarfraz Hassan

The Company has an experienced and dynamic Board with the right blend of skills to develop
strategies. Presently, the Board comprises of eight Directors, including four non-executive
Directors, three executive Directors and one independent Director. Non-executive Directors are
elected to enhance objectivity. The Company does not have a defined quota for Board of
Directors based on gender, ethnicity or age group. The Chairman is responsible for the overall
discharge of the Board’s duties. The office of the Chairman and the Chief Executive Officer
(CEO) are separate and the Chairman is a non-executive Director.

The Chairman of the Board of Directors is selected from within the Board. The statute requires
the Board to formulate Audit Committee and Human Resource & Remuneration Committee.
Additionally, the Board may from time to time establish committees, to assist it by focusing on
specific responsibilities in greater detail than is possible for the Board as a whole, reporting to
the Board and making any necessary recommendations.

All the matters including election, appointment and disclosure of interest are governed by the
statutory requirements and regulations laid down by SECP and PSX. There were no non-
compliances identified during the year. Further details about the Directors and matters carried
out during the year can be found in the Director’s profile and Statement of Compliance with the
Code of Corporate Governance on page 16 and 116 respectively.

Roles and Responsibilities of the Board

The Board provides leadership to the Company in a manner that promotes its long-term success,
thereby maximizing value for the stakeholders. It also sets the direction for the Company’s
values, ethics & business policies and practices. The Board exercises all powers granted to it by
the Companies Act, 2017 with responsibility, diligence, and in compliance with the legal
framework after due deliberations in its meetings. These include but are not limited to,
appointment of key management positions, approval of annual budgets including capital
expenditures, investments in new ventures and approval of related party transactions. Financial
statements of the Company, including interim and final dividends and review of internal /
external audit observations regarding the overall control environment including effectiveness of
the control procedures, are also approved by the Board. An independent Internal Audit
department ensures continuous compliance and monitoring of formal policies and effectiveness
of the internal control framework, designed by the Board for the conduct of the Company’s
business. The Audit Committee is tasked to report compliance thereof to the Board, at least once
every quarter of the year.

Remuneration of Executive, Non-Executive and Independent Directors

The Company has a comprehensive policy for fixing executive Directors’ remuneration. In order
to attract well qualified and experienced Directors, the Company’s remuneration policies are
structured in line with prevailing industry trends and business practices. As per the applicable
legal and regulatory requirements, the remuneration of the Board members is approved by the
Board itself. However, in accordance with the Code of Corporate Governance, it is ensured that
no director takes part in deciding their own remuneration. The Company does not pay
remuneration to non-executive Directors including independent directors except a fee for
attending meetings of the Board. For information on remuneration of the Directors and CEO in
2018-19, please refer note 35 to the Financial Statements on page 153.

Roles & Responsibilities of Chairman & CEO

The Chairman’s role is primarily to guide long-term strategic planning of the Company
including:
 Presiding over the Board and ensuring that all relevant information has been made available
to the Board;
 Defining the Company’s philosophy and objectives;
 Safeguarding shareholders’ interest in the Company;
 Responsible for building the Company’s image nationally and globally;
 Ensuring the appropriate recording and circulation of the minutes of the meeting to the
Directors and officers entitled to attend the Board meetings;
  Major spokesman of the Company, responsible for liaison with the senior most levels of
the Federal and Provincial Governments;
 Overseeing the Company’s macro approaches and public relations in the broad sense,
including its relations with public organizations and other companies; and
 Commitments and de-commitments of strategic investments.

The CEO is responsible for reporting the Company’s performance to the Board of Directors. He
is also responsible for all matters pertaining to operations of the Company under directions of the
Board of Directors. His responsibilities include:

 To plan, formulate and implement strategic policies;

 To build and maintain amicable relations with government departments, trade associations
and regulatory bodies;
 To ensure the achievement of productivity and profitability targets and that the Company
operates efficiently;
 To ensure that the chain of command in the Company is clear to facilitate the maintenance
of discipline, the roles and duties of all managers clearly define their functions to ensure
accountability;
 To maintain a regular review of duties and functions of the staff to ensure that there are no
duplications of efforts in office methods and procedures and that all operations are carried
out efficiently and economically;
 To chalk out human resource policies for achieving high professional standards, overall
progress/betterment of the Company as a whole;
 To ensure that proper succession planning for all levels of hierarchy exists in the Company
and is constantly updated;
 To ensure welfare and training of the staff in accordance with the Company’s policy and
government regulations which are applicable from time to time;
 To ensure that open and progressive atmosphere is created among employees giving them
a sense of participation and providing them with an opportunity to give their best.
 FINANCIAL STATEMENTS

6 Years at a Glance
Continued:
BALANCE SHEET
STATEMENT OF PROFIT OR LOSS
STATEMENT OF CASH FLOWS
STATEMENT OF CHANGES IN EQUITY