Course Title: “Corporate Governance”

Topic:
Obtain the financial statement of 3 listed firms. Study the composition of their board of directors
and prepare a chart showing, in respect of each company

Submitted To: Dr. Farrukh Naveed

Submitted By: Usman Ghaffar

Registration No: 17185

Submission Date: 18-5-2021

MS Management Sciences (2nd Semester) RIPHAH

INTERNATIONAL UNIVERSITY FAISALABAD-PAKISTAN
The listed company selected are following
1. Fatima Fertilizer Company
2. DG Cement
3. Lucky Cement
The type of board it has in terms of levels of tires of the board (one or two tires)
Board of Director
Fatima Sugar Mill
Tier 1
Mr. Arif Habib Chairman
Mr. Fawad Ahmed Mukhtar
Chief Executive Officer
Mr. Fazal Ahmed Sheikh
Director
Mr. Faisal Ahmed Mukhtar
Director
Mr. Muhammad Kashif Habib
Director
Ms. Anja E. Nielsen
Independent Director
Mr. Tariq Jamali Independent
Director
DG Cement Lucky Cement
Tier 1 Tier 1
Mrs. Naz Mansha Chairperson / Muhammad Yunus Tabba
Non-Executive (Chairman)
Mr. Raza Mansha Chief
Muhammad Ali Tabba
Executive / Executive
Mr. Khalid Niaz Khawaja Muhammad Sohail Tabba
Independent Jawed Yunus Tabba
Mr. Usama Mahmud
Mariam Tabba Khan
Independent
Mr. Mahmood Akhtar Non- Manzoor Ahmed
Executive Masood Karim Shaikh
Mr. Farid Noor Ali Fazal
Executive
Mr. Shahzad Ahmad Malik Non-
Executive
Female Director 01
Male Directors 06
How many committees the board has established? Mention the name of these committees?

Fatima Sugar Mill DG Cement Lucky Cement

1. Audit Committee 1. Audit Committee 1. Board Committees AUDIT

2. HR and Remuneration 2. Human Resource & COMMITTEE
Remuneration
Committee 2. HUMAN RESOURCE AND
Committee
3. Nomination and Risk REMUNERATION COMMITTEE
Management 3. BUDGET COMMITTEE
Committee

How many meetings the company hold in the last years?

Fatima Sugar Mill

During the year under review, five meetings of the Board of Directors, four meetings of the Audit
Committee, and one meeting of the HR and Remuneration Committee were held from January 01, 2020,
to December 31, 2020. The attendance of the Board and the Committee members was as follows:

Name of Director Board Meetings Audit Committee HR & Remuneration

Meetings Committee Meeting
Arif Habib 5 N/A n/a
Fawad Ahmed Mukhtar 5 n/a 1
Fazal Ahmed Sheikh 5 n/a n/a
A Faisal Ahmed Mukhtar 4 1 0
Mohammad Abad Khan 2 2 0
Muhammad Kashif Habib 4 4 1
Anja Elisabeth Nielsen 0 0 0

Tariq Jamali 4 2 n/a

DG Cement

During the year under review, Four Audit Committee Meetings were held, attendance position was as
under: During the year under review one Human Resource & Remuneration (HR&R) Committee meeting
were held, attendance position was as under:- During the year under review, Five Board of Directors
Meetings was held, attendance position was as under:-
 Name of Director Board Audit Committee HR & Remuneration
Meetings Meetings Committee Meeting
Mr. Khalid Niaz Khawaja 5 4 1
(Member/Chairman)
*Mr. Muhammad Arif Hameed 1 1
(Member)
Mr. Mahmood Akhtar (Member) 5 4 1
**Mr. Usama Mahmud (Member) 3 2 1
Mian Raza Mansha (Member) 5 4 1
Mr. Shahzad Ahmad Malik* (Member) 5 5
Mrs. Naz Mansha (Chairperson) 4 4
Mr. Farid Noor Ali Faza 5 5

Lucky cement

Name of Director Board

Meetings
Mr. Muhammed Yunus Tabba (Chairman) 5
Non-Executive Director
Mr. Muhammad Ali Tabba Executive 5
Director
Mr. Muhammad Sohail Tabba Non- 5
Executive Director
Mr. Jawed Yunus Tabba Non-Executive 5
Director
Mrs. Mariam Tabba Khan Non-Executive 4
Director
6 Mr. Manzoor Ahmed Independent 5
Director
7 Mr. Masood Karim Shaikh Independent 2
Director
Mr. Mohammad Javed Iqbal Independent 3
Director

Which agenda items were discussed in the last meeting?

Fatima Fertilizer Company

the Committee Chairman shall report formally to the Board on its proceedings after each meeting on all
matters within its duties and responsibilities; 2.2 the Committee shall make whatever recommendations
to the Board it deems appropriate on any area within its remit where action or improvement is needed;
2.3 the Committee shall, if requested by the Board, compile a report to shareholders on its activities to
be included in the Company’s Annual Report

DG Cement Company
All the powers of the Board have been duly exercised and decisions on relevant matters have been
taken by the Board/ shareholders as empowered by the relevant provisions of the Act and these
Regulations;
During the year under review the board reviewed and/or approved among other things: • Business
strategies, risks and plans; • Internal controls; • Budget including capital expenditure; • Quarterly and
annual accounts; • Internal audit report; • Audit committee reports and finding; • Recommendation for
appointment of external auditors; and • Bank borrowings

Lucky Cement
the management ensures timely circulation of agenda and minutes to the members of the Board of
Directors and its committee to give them suitable time to review and provide their comments and
suggestions and, for timely decision making.
The board members are responsible for appropriate self-disclosure in a transparent manner and in the
case of doubtful situation, are advised to discuss it with the chair of the meeting for guidance. Board
members’ suggestions and comments during their proceedings are accordingly recorded for evaluation,
in addition to description and quantification of any foreseen conflict of interest prior to finalization of
the proceedings’ agenda.

What are the total number of directors on the board?

Fatima Sugar Mill DG Cement Lucky Cement

Mr. Arif Habib Chairman Mrs. Naz Mansha Chairperson / Muhammad Yunus Tabba
Mr. Fawad Ahmed Mukhtar Non-Executive (Chairman)
Mr. Raza Mansha Chief
Chief Executive Officer Muhammad Ali Tabba
Executive / Executive
Mr. Fazal Ahmed Sheikh Mr. Khalid Niaz Khawaja Muhammad Sohail Tabba
Director Independent Jawed Yunus Tabba
Mr. Usama Mahmud
Mr. Faisal Ahmed Mukhtar Mariam Tabba Khan
Independent
Director Mr. Mahmood Akhtar Non- Manzoor Ahmed
Mr. Muhammad Kashif Habib Executive Masood Karim Shaikh
Mr. Farid Noor Ali Fazal
Director
Executive
Ms. Anja E. Nielsen Mr. Shahzad Ahmad Malik Non-
Independent Director Executive
Mr. Tariq Jamali Independent
Female Director 01
Director Male Directors 06

Is there any female member on the board? Write the number and percentage?
 Fatima Sugar Mill
Ms. Anja E. Nielsen
Independent Director
Female Director 01
How many directors are independent directors (write percentage)?
Fatima Sugar Mill
Ms. Anja E. Nielsen
Independent Director
Mr. Tariq Jamali Independent
Director
28 percent
DG Cement Lucky Cement
Mrs. Naz Mansha Chairperson / Mariam Tabba Khan
Non-Executive
Female Director 01
Female Director 01
DG Cement Lucky Cement
Mrs. Naz Mansha Chairperson / Mr. Manzoor Ahmed
Non-Executive Independent Director
Mr. Masood Karim Shaikh
Mr. Khalid Niaz Khawaja
Independent Director
Independent
Mr. Mohammad Javed Iqbal
Mr. Usama Mahmud Independent Director
Independent
42 percent 37 percent