Statement of Compliance with CCGFor the year ended June 30, <strong>2012</strong>This statement is being presented to comply with the Code ofCorporate Governance (CCG) as contained in Regulation No. 35 ofthe Listing Regulations of <strong>Lahore</strong> <strong>Stock</strong> <strong>Exchange</strong> (Guarantee)Limited for the purpose of establishing a framework of goodgovernance, whereby a listed company is managed in compliancewith the best practices of corporate governance. <strong>Lahore</strong> <strong>Stock</strong><strong>Exchange</strong> (Guarantee) Limited (“the Company”) although is not alisted company, has voluntarily adopted the best practices of thecorporate governance.The Company has applied the principles contained in the CCG in thefollowing manner:1. The Company encourages representation of independent nonexecutiveDirectors on its Board of Directors. At present, the Boardincludes all independent non-executive Directors other than theManaging Director.2. The Directors have confirmed that none of them is serving as adirector on more than seven listed companies, including thisCompany.3. All the resident Directors of the Company are registered astaxpayers and none of them has defaulted in payment of any loan to abanking company, a DFI or an NBFI. None of the Directors, who areentitled to trade on a stock exchange in Pakistan or who representcompanies with such entitlement, has been declared as a defaulter bythat stock exchange.4. No casual vacancy occurred in the Board during the year.5. The Company has adopted a 'Statement of Ethics and BusinessPractices', which has been signed by all the Directors of the Company.Similarly, the Company has also developed a 'Statement of Code ofConduct and Business Practices' which has been signed by all theemployees of the Company.6. The Board has developed and adopted a vision and missionstatement, overall corporate strategy and significant policies of theCompany. A complete record of particulars of significant policiesalong with the dates on which they were approved or amended hasbeen maintained.7. All the powers of the Board have been duly exercised and theBoard has taken decisions on material transactions, includingappointment and determination of remuneration and terms andconditions of employment of the Managing Director/CEO.8. The meetings of the Board were presided over by the Chairmanand, in his absence, by a nominee Director of SECP elected by theBoard for this purpose. The Board met at least once in every quarter.Written notices of the Board meetings, along with agenda andworking papers, were circulated at least seven days before themeetings except in the case of the meetings in emergent situations.The minutes of the meetings were appropriately recorded andcirculated. The Chief Financial Officer of the Company has notattended all the meetings of the Board of Directors except themeetings where finance related matters were discussed.9. The Company made appropriate arrangements by circulating'Orientation Handbook' and giving a presentation to the Directors toacquaint them with Code of Corporate Governance, applicable laws,their duties and responsibilities. Two of the elected Directors werecertified director from PICG.10. The Board has approved the appointment of Chief FinancialOfficer including his remuneration and terms and conditions ofemployment.11. The Directors' <strong>Report</strong> for this year has been prepared incompliance with the requirements of the CCG and fully describes thesalient matters required to be disclosed.12. The Financial Statements of the Company were duly endorsedby the Managing Director/CEO and Chief Financial Officer beforeapproval of the Board.13. The company has complied with all the corporate and financialreporting requirements of the CCG except that the quarterlyunaudited financial statements of the Company (being an unlistedcompany) were not published and circulated to the members alongwith director's review report on the affairs of the Company.14. The Board has formed an Audit Committee. It comprises of 7members, all of whom are non-executive Directors, including theChairman of the Committee.15. The meetings of the Board Audit Committee were held at leastonce every quarter prior to approval of interim and final results of theCompany and as required by the CCG. The terms of reference of theCommittee have been formed and advised to the Committee forcompliance.16. The Board has formed a Human Resources and RemunerationCommittee. It comprises of 6 members, all of whom are nonexecutiveDirectors including the Chairman of the Committee.17. The Board has set up an effective internal audit function througha combination of internal and outsourced expertise. Members ofinternal audit function are conversant with the policies andprocedures of the Company and are considered suitably qualified andexperienced for the purpose. They are involved in the function on afull time basis.18. The statutory auditors of the Company have confirmed that theyhave been given a satisfactory rating under the Quality ControlReview Program of the Institute of Chartered Accountants of Pakistan(ICAP) and that the firm and all its partners are in compliance withInternational Federation of Accountants (IFAC) guidelines on code ofethics as adopted by the ICAP.19. The statutory auditors or the persons associated with them havenot been appointed to provide other services except in accordancewith the Listing Regulations and the auditors have confirmed thatthey have observed IFAC guidelines in this regard.20. We confirm that all other material principles contained in theCode of Corporate Governance, except those which are not yetapplicable, have been complied with.Aftab Ahmad Ch.Managing DirectorANNUAL REPORT 2011-12 41
Statement of Ethics and Business Practices1) The Directors shall be committed to conduct businessin an honest, ethical, transparent and legal manner in thebest interest of the <strong>Exchange</strong>. Their actions shall begoverned by the vision, mission, core values, the Articlesof Association and Rules & Regulations.2) The Directors shall affirm that they are aware of theirduties and powers under the relevant law(s) andMemorandum & Articles of Association of the <strong>Exchange</strong>.The Directors shall adhere to all the relevant laws andconform to the accepted standards of code of corporategovernance.3) The Directors shall meet the requirement of Fit &Proper Criteria as mentioned in the General Rules &Regulations of LSE, in addition to meeting therequirements as stipulated under the CompaniesOrdinance, 1984 relating to their eligibility of a director.4) The Directors shall ensure to take appropriatemeasures for the sustainability of the capital market,integrity, building an informed investment communityand developing competitive products and services.5) The Directors shall play active role in the strategydevelopment and planning process, overseeing theconduct of the <strong>Exchange</strong>'s business, identifying principalrisks and ensuring the implementation of appropriatesystems to manage those risks and reviewing theadequacy and integrity of the internal control systems.6) The Directors shall, subject to the approval of theSecurities and <strong>Exchange</strong> Commission of Pakistan, alter,add to, repeal or substitute any of the rules andregulations, as it may consider necessary or desirable inthe interests of LSE and its stakeholders.7) The Directors shall recognize the need to protect theinterests of members and investors in the securitiesmarket as a primary condition to promote thedevelopment of dynamic and efficient securities market.8) As the frontline regulator, the Board of Directors ofthe <strong>Exchange</strong> is entrusted with significant fiduciary roleto discharge its duties in utmost good faith. Moreover, theDirectors are expected to refrain from putting themselvesin a position where their personal interest and theirfiduciary duties may conflict.9) The regulatory framework prohibits the Directors onthe Board to abstain from participating in discussion of orvoting on any such agenda/issue which can give rise to aconflict of interest on their part.10) The Directors are forbidden to participate in anydiscussion and/or vote on any matter if they have anyinterest, pecuniary or otherwise, in such matters whichcould reasonably be regarded as giving rise to a conflict ofinterest between their duty to honestly discharge theirfunctions as Directors of LSE. The Directors are requiredto disclose their interest in writing before each meeting ofthe Board of Directors, thereby communicating that theyhave no conflict of interest, whatsoever, with any agendaitem to be discussed/voted upon therein.11) The Directors are also required to maintain theconfidentiality of information entrusted to them by the<strong>Exchange</strong> and other confidential information about the<strong>Exchange</strong> that comes to them, except when disclosure isauthorized by the Board or legally mandated.12) The Directors or the companies or firms under theircontrol, are not required to have any business dealingwith the <strong>Exchange</strong> or enter into contracts with, or do anywork for the <strong>Exchange</strong>. The Board shall be the sole judgeas to what constitutes “business dealing”.13) The Directors shall not take advantage of thecompany's information or property, or their position withthe company, to develop inappropriate personal gains oropportunities.14) In order to achieve the desired level of performanceand corporate objectives, the Directors shall encouragepreservation of congenial and professional workingenvironment where all the employees are treatedequitably and with respect, and where efforts of staff areencouraged and their achievements are given duerecognition.42LAHORE STOCK EXCHANGE