BOARD COMMITTEES
1- AUDIT COMMITTEE
The audit committee consists of Non-Executive Directors that assist the Board in a manner provided in the Code of Corporate Governance issued by SECP and forming part of the Listing Regulations of the Stock Exchange in Pakistan. The chairman of the audit committee of Din Textile Mills Ltd. is also an Independent Non-Executive Director.
Audit Committee was reconstituted on March 25, 2022, Mr. Abdul Razzak Tar Muhammad has resigned from the Audit Committee, and Mr. Ehtesham Maqbool Elahi was nominated in place of the outgoing Director. Audit Committee of Din Textile Mills Ltd. comprises of the following.
Terms of References
A strong control environment and established internal control framework exists in the company comprising clear structures, segregation of duties, authorization limits for the Company officials for operating bank accounts and approving expenditures, well-define policies and procedures and budgeting and review processes to reduce the risk of undetected error / fraud and limit opportunities for misappropriation of assets or concealment of intentional misstatements.
The Terms of Reference of Audit Committee were presented to the members as required under the Code of Corporate Governance and the same were approved by the Board of Directors. Accordingly, contents of the same are as under:
Financial Reporting
Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account views of the external auditor.
Review of quarterly, half-yearly and annual financial statements of the Company prior to their approval by the Board of Directors, focusing on:
›Major judgmental areas, where different approaches are possible;
› Significant adjustments resulting from the audit;
› Going concern assumption;
› Any changes in accounting policies and practices, on a year by year basis;
› Compliance with applicable accounting standards;
› Compliance with listing regulations and other statutory and regulatory requirements; and
› All related party transactions.
- Review of preliminary announcements of results prior to publication.
Reporting Procedure
- The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed; and
- The committee shall produce a report on its activities to Board of Directors.
Review of Terms of References
The terms of reference of the committee may be revised and modified with the approval of the board.
2- HUMAN RESOURCE AND REMUNERATION COMMITTEE ( HR & R )
Human Resource and Remuneration (HR&R) Committee have three members comprising of one executive and two non-executive directors including Chairman of the Committee.
| 1 | Mr. Ehtesham Maqbool Elahi | (Independent / Non-Executive Director ) Appointed on March 25, 2022 | Chairperson |
| 2 | Mr. Abdul Razzak Tar Muhammad | (Independent / Non-Executive Director ) Resigned on March 25, 2022 | Chairperson |
| 3 | Shaikh Mohammad Pervez | (Non-Executive Director ) | Member |
| 4 | Mr. Faisal Jawed | (Non-executive Director) | Member |
| 5 | Mr. Muhammad Naveed Yar Khan | Secretary |
Internal Controls and Risk Management Systems
- Review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company; Review of the company’s statement on internal control systems prior to endorsement by the board of directors and internal audit reports;
- Ascertaining that the internal control systems including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective;
- Determination of appropriate measures to safeguard the Company’s assets and detection of frauds; and
- Consideration of major findings as a result of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto.
Compliance
- Review the adequacy and security of the Company’s arrangements for its employees and its contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The committee shall ensure that these arrangements allow proportionate and independent investigation of such matters andappropriate follow up action;
- Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof, receiving reports on non-compliance (if any). And
- Determination of compliance with relevant statutory requirements;
External Audit
- Consider and make recommendations to the board in relation to the appointment, re-appointment, audit fees and removal of the Company’s external auditor. The Committee shall oversee the selection process for a new auditor and, if an auditor resigns, the committee shall investigate the issues leading to his resignation and decide whether any action is required. The board of directors shall give due consideration to the recommendations of the audit committee and where it acts otherwise it shall record the reasons thereof;
- Review the management letter and management’s response to the auditor’s findings and recommendations;
- Develop and implement a policy on the supply of non-audit services by the external auditor, taking into account any relevant ethical guidance on the matter; and
- Facilitating the external audit and discussion with external auditors on major observations arising from halfyearly review and annual audit, including any matter that the auditors may wish to highlight (in the absence of management, where necessary).
Other Matters
- Instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors in consultation with the CEO and to consider remittance of any matter to the external auditors or to any other external body;
- Arrange for periodic reviews of its own performance and at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval;
- Review of arrangement for staff and management to report to audit committee in confidence, concerns, if any, about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;
- Be responsible for co-ordination of the internal and external auditors; and
Consideration of any other issue or matter as may be assigned by the Board of Directors.
| 1 | Mr. Ali Farooq | (Independent / Non-Executive Director) Appointed on 25 March 2022 | Chairperson |
| 2 | Mr. Abdul Razzak | (Independent / Non-Executive Director) Resigned on 25 March 2022 | Chairperson |
| 3 | Mr. Faisal Jawed | Non-Executive Director | Member |
| 4 | Mr. Farhad Shaikh Mohammad | Executive Director | Member |
| 5 | Mr. Amir Riaz Qureshi | Secretary |
- Recommending human resource management policies to the board;
- Recommending to the board the selection, evaluation, compensation (including retirement benefits) and succession planning of the CEO
- Recommending to the board the selection, evaluation, compensation (including retirement benefits) of
CFO, Company Secretary and Head of Internal Audit. This will included benefits in kind, compensation
payments, including any compensation payable for loss or termination of their office or appointment; and - Consideration and approval on recommendations of CEO on such matters for key management positions who
report directly to CEO. - The remuneration of executive and non executive Directors shall not fall within the preview of the HR & R Committee.
- Recommendations in respect of compensation including performance incentives will ensure that:
- The Company is able to recruit, motivate and retain persons of high ability, caliber and integrity.
- The packages are consistent with what is normal in industry and / or specific job wise, as determined through surveys conducted.
- Incentives where applicable are based on criteria which have been carefully examined, discussed and authorized.
- Selection recommendation should ensure that the Company has a formal selection procedure which provides for;
- A description of the position that requires to be filled with a profile of the ideal candidate;
- Selection Boards for various levels of recruitment;
- Performance evaluation should:
- Be based on procedures formally specified and which override individual likes and dislikes;
- Provide for a discussion of the Annual Performance Report with each manager concerned. The
- Committee will also:
- Review and approve compensation payable to senior management for any loss or on termination ofservice to ensure that it is consistent with contractual terms and is otherwise fair.
- Review and advice on the training, development and succession planning for the senior managementwith reference to the Board’s corporate goals and objectives.
- Devise a procedure for the approval of HR related policies of the Company.
- Review from time to time as appropriate these Terms of Reference and the effectiveness of the Committee and recommend to the Board any necessary changes