MS AR 2018 (1)

BOARD COMMITTEES
Audit Committee
Composition Of Audit Committee
The Committee comprises of four (04) non-executive
Directors with the Chairman being an Independent
Non-Executive Director. The Chairman of the committee
is a Ph.D. in Finance from the Kelley School of
Business Administration, Indiana University, USA
lending significant financial and accounting insight to
the proceedings of the Audit Committee. He has also
served as the Advisor to the Prime Minister of Pakistan
on various fields: Finance, Revenue, Economic Affairs
and Statistics. The composition of Audit Committee and
detail of meetings attended by each member during the
year has been provided in the Directors’ report.
Salient Features And Terms Of Reference
The Board of Directors has approved the terms of
reference of the Audit Committee. The Board provides
adequate resources and authority to enable the Audit
Committee to carry out its responsibilities effectively.
The Committee meets at least once every quarter of the
financial year.
The Audit Committee is, among other things,
responsible for determination of appropriate measures
to safeguard the Company’s assets, reviewing the
quarterly, half yearly and annual accounts, review of
management letter issued by external auditors and
management’s response thereto, ensuring coordination
between the internal and external auditors of the
Company, review of preliminary announcements of
results prior to publication, reviewing and approving
related party transactions, recommending to the Board
of Directors the appointment of external auditors and
considers any questions of resignation or removal of
external auditors, audit fees and provision by external
auditors of any service to the Company in addition to
audit of its financial statements, review of the scope and
extent of internal audit, audit plan, reporting framework
and procedures, review of the Company’s statement
on internal control systems prior to endorsement by the
Board of Directors and consideration of any other issue
or matter as may be assigned by the Board of Directors.
At least once a year, the Audit Committee meets the
external auditors without the Chief Financial Officer
and the Head of Internal Audit being present. Further,
at least once a year, the Audit Committee meets the
Head of Internal Audit and other members of the internal
audit function without the Chief Financial Officer and the
external auditors being present. The Head of Internal
Audit and external auditors attend meetings of the Audit
Committee at which issues relating to accounts and
audit are discussed. Chief Executive Officer and the
Chief Financial Officer would not attend any meeting
of the Audit Committee except by invitation only. The
Head of Internal Audit has been appointed as secretary
of the Audit Committee. However, in absence of Head
of internal Audit, Company Secretary performs the
duties of secretary of Audit Committee. In the absence
of strong grounds to proceed otherwise, the Board of
Directors acts in accordance with the recommendations
of the Audit Committee.
Human Resource And Remuneration Committee
Composition Of Human Resource And
Remuneration Committee
The Human Resource and Remuneration Committee
comprises of four (04) Non-Executive Directors with
the Chairman being an Independent Non-Executive
Director. The composition of Human Resource and
Remuneration Committee and detail of meetings
attended by each member during the year has been
provided in the Directors’ report. The Chief Executive
Officer, Head of Human Resource or any other advisor
or person may attend the meeting only by invitation.
Salient Features And Terms Of Reference
The role of the Human Resource & Remuneration
Committee is to assist the Board of Directors in its
oversight of the evaluation and approval of the policy
framework for determining remuneration of Directors,
employee benefit plans, welfare projects and retirement
emoluments. The Committee recommends any
adjustments, which are fair and required to attract /
retain high caliber staff, for consideration and approval.
Annual Report 2018
57