MS AR 2018 (1)

CORPORATE
GOVERNANCE (CONTD.)
TRANSACTION / TRADE OF COMPANY’S SHARES
The following transactions have been executed by and between Directors/CEO/substantial shareholders/their spouse in
shares of the Company, details of which are here under:
Sr. No Transferor/Donor Transferee / Donee Relation with Donor No. of Shares Nature of Transaction
1 Mirza Javed Iqbal, (Director) Khurram Javaid , (CEO/Director) Son 22,776,835 Through Gift deed
2 Mirza Javed Iqbal, (Director) Fahad Javaid, (Director) Son 22,666,343 Through Gift deed
3 Mirza Javed Iqbal, (Director) Tabassum Javed Spouse 3,207,805 Through Gift deed
Besides the above, the Directors, Executives and their
spouses and minor children have not traded in the shares of
the Company.
Executives include Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, Head of Internal Audit and
Company Secretary and certain other employees for whom
the Board of Directors will set a threshold. In accordance
with the threshold set by the Board of Directors, employees
who are drawing annual basic salary of Rs. 1.8 million or
more are regarded as Executives.
CEO PERFORMANCE REVIEW
The performance of the CEO is regularly evaluated by
the Board of Directors. The performance evaluation is
based on the criteria defined by the Board of Directors
which includes various financial and non-financial key
performance indicators. The Board periodically evaluates
the actual performance against those KPIs during the year
and discusses the future course of action to attain the
Company’s stated goals. The CEO also appraises to the
Board regarding an assessment of senior management and
their potential to achieve the objectives of the Company.
FORMAL ORIENTATION AT
INDUCTION
Each new member of the Board is taken through a detailed
orientation process at the time of induction, and is trained
extensively for enhancement of management skills.
A formal familiarization program mainly features amongst
other things giving briefing relating to the Company’s
visions and strategies, Company’s core competencies,
organizational structure and other related parties, major risks
both external and internal, including legal and regulatory
risks and constraints, role and responsibility of the Director
as per the Companies’ Act, including Listed Companies
(Code of Corporate Governance) Regulations, 2017 and
any other regulatory laws applicable in Pakistan along with
an overview of the strategic plans, marketing analysis,
forecasts, budget and business plans etc.
ISSUES RAISED AT LAST AGM
Although general clarifications were sought by the members
on Company’s published financial statements during the 8th
Annual General Meeting of the Company held on October
28, 2017, no significant issue was raised.
DIRECTORS’ TRAINING PROGRAM
No training programs were arranged by the Board for its
Directors during the year. However, following Directors have
certification under the Directors’ Training Program (DTP) from
the Institute of Chartered Accountants of Pakistan (ICAP):
1. Mirza Javed Iqbal
2. Syed Salman Ali Shah
3. Khurram Javaid
4. Muhammad Mubeen Tariq Mughal
5. Jamshed Iqbal
6. Fazeel Bin Tariq
7. Muhammad Mateen Jamshed
RELATED PARTY TRANSACTIONS
In compliance with the Listed Companies (Code of
Corporate Governance) Regulations, 2017 and applicable
laws & regulations, details of all related party transactions
are placed before the Audit Committee and upon
recommendations of the Audit Committee, the same are
placed before the Board for review and approval. The
related party transactions, (if any) which are not executed at
arm’s length price are also placed separately at each Board
meeting along with necessary justification for consideration
and approval of the Board on recommendation of the Audit
Committee. However, there were no such transactions.
Details of contracts or arrangements entered into along
with the justifications for entering into such contracts or
arrangements have been disclosed in relevant notes to the
financial statements.
60 MUGHAL IRON & STEEL INDUSTRIES LIMITED