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Corporate Governance

Name of Company : JDW Sugar Mills Limited.

Year Ended :    30 September 2020

This statement is being presented to comply with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the “Regulations”) for the purpose of establishing a framework of good governance, whereby a listed company is managed in compliance with the best practices of corporate governance.

The Company has complied with the requirements of the Regulations in the following manner:

01. The total number of Directors are Seven (07) as per the following:

  (a) Male:Six (06)

  (b) Female:One (01)

02. The composition of the Board is as follows:

 Sr. #

 Category

 Names

 (i)  Independent Directors

 Mr. Asim Nisar Bajwa

 Mr. Qasim Hussain Safdar

 (ii)  Executive Directors

 Mr. Jahangir Khan Tareen

 Mr. Raheal Masud

 (iii)  Non-Executive Directors

 Makhdom Syed Ahmed Mahmud

 Mr. Ijaz Ahmed

 (iv)  Female Director (Non-Executive)

 Mrs. Samira Mahmud


*Fraction (0.33) related to the requirement for number of Independent Directors is less than 0.5 and therefore, has not rounded up as one.

03. The Directors have confirmed that none of them is serving as a Director on more than seven listed companies, including this Company;

04. The Company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures;

05. The Board has developed a vision / mission statement, overall corporate strategy and significant policies of the Company. The Board has ensured that complete record of particulars of significant policies along with their date of approval or updating is maintained by the Company;

06. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by Board / shareholders as empowered by the relevant provisions of the Act and the Regulations;

07. The meetings of the Board were presided over by the Chairman and, in his absence, by a Director elected by the Board for this purpose. The Board has complied with the requirements of the Act and the Regulations with respect to frequency, recording and circulating minutes of meeting of the Board;

08. The Board has a formal policy and transparent procedures for remuneration of Directors in accordance with the Act and the Regulations;

09. The Board remained fully compliant with the provision with regard to their directors’ training program. Out of seven directors, three (03) directors have attended the Director’s Training program in prior years and the remaining four (04) directors are exempted from training program.

10. All appointments (including remuneration, terms and conditions of employment) of Chief Executive Officer (CEO), Chief Financial Officer (CFO), Company Secretary and Head of Internal Audit have been duly approved by the Board as per the requirements of applicable provisions of the Act and the Regulations.

Subsequent to the year-end, Mr. Jahangir Khan Tareen resigned as Chief Executive Officer on 16th November 2020, however, he continues as Director of the Company and Mr. Raheal Masud was appointed as Chief Executive Officer of the Company for the remaining term of Chief Executive Officer. .

11. Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board;

12. The Board has formed committees comprising of members given below:

 Sr. #

Name of Committee

 Composition

 1. Audit Committee  Mr. Qasim Hussain Safdar  Chairman / Member
 Mrs. Samira Mahmud  Member
 Mr. Ijaz Ahmed  Member
 2. Human Resource and Remuneration Committee  Mr. Asim Nisar Bajwa  Chairman / Member
 Mrs. Samira Mahmud  Member
 Mr. Ijaz Ahmed  Member
 3. Nomination Committee  Mr. Jahangir Khan Tareen  Chairman / Member
 Mr. Asim Nisar Bajwa  Member
 4. Risk Management Committee  Mr. Jahangir Khan Tareen  Chairman / Member
 Mr. Asim Nisar Bajwa  Member

13. The Terms of Reference of the aforesaid committees have been formed, documented and advised to the committee for compliance.

14. The frequency of meetings (quarterly / half yearly / yearly) of the committees were as per following:

 Sr. #

 Name of Committee

Frequency of Meetings

 1.  Audit Committee

04

 2.  Human Resource and Remuneration Committee

02


15. The Board has set up an effective internal audit function controlled by internal audit department, which is comprised of qualified and experienced professionals for the purpose and are conversant with the policies and procedures of the Company.

16. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality control review program of the Institute of Chartered Accountants of Pakistan and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firms involved in the audit are not a close relatives (spouse, parent, dependent and non-dependent children) of the Chief Executive Officer, Chief Financial Officer, Head of Internal Audit, Company Secretary or any Director of the Company.

17. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Act, the Regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard.

18. We confirm that all other requirements of Regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the CCG/Regulations have been complied with.




02 January 2021 Makhdoom Syed Ahmed Mahmud

Lahore Chairman     


Continued Excellence...

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