iilpipes.com

This statement is being presented to comply with the Code of Corporate Governance as contained in the Listing Regulation of Karachi, Lahore and  Islamabad Stock Exchange for the purpose of establishing a frame of "Good Governance", whereby a listed company is managed in compliance with the best practices of Corporate Governance.

1. The company encourages representation of independent non-executive directors and directors representing minority interests on it's Board of Directors.  At present the Board includes eight independent non-executive directors and three executive directors including Chief Executive Officer (C.E.O).
2. The directors have confirmed that none of them is serving as director in more than ten listed companies, including this company.
3. All the resident directors of the company are registered as taxpayers and none of them has defaulted in payment of any loan to a banking company, a Development Financial Institution or a Non-Banking Financial Institution. None of the director is a member of a stock exchange.
4. No casual vacancy occurred in the Board during the year.
5. The Company has prepared a “Statement of Ethics and Business Practices” which has been signed by all the Directors, managerial and secretarial staff of the Company.
6. The Board has developed a vision and mission statement, overall corporate strategy and significant policies. A complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained.
7. All the powers of the Board have been duly exercised and decisions on material transactions, including appointment and determination of remuneration and terms and conditions of employment of the CEO and other executive directors, have been taken by the Board.
8. The meetings of the Board were presided over by the Chairman and in his abscence by Mr. K.M.M. Shah, Director, elected by the board for this purpose.  The Board met at least once in every quarter.  Written notices of the Board meetings, along with agenda and working papers were circulated at least seven days before the meetings.  The minutes of the meetings were appropriately recorded and circulated.
9. The directors have been provided with copies of the Listing Regulations of the Karachi Stock Exchange (Guarantee) Limited.  Company's Memorandum and Articles of Association and the Code of Corporate Governance and they are well conversant with their duties and responsibilites.  As part of orientation course for directors to appraise them of their duties and responsibilities, a Director's Manual has been prepared and provided to the directors.
10. The Board has approved the appointment of Chief Financial Officer and Company Secretary.  The Board has approved the renumeration and terms and conditions of employment of the C.F.O. and Company Secretary as determined by the C.E.O.  The function of internal audit has been out-sourced to M/s Ford Rhodes Sidat Hyder & Co., Chartered Accountants.  The Board has approved the remuneration and terms and conditions of employment of the internal auditors on the recommendation of the Board Audit Committee.
11. The Directors’ report for this year has been prepared in compliance with the requirements of the Code and fully describes the salient matters required to be disclosed.
12. The financial statements of the Company were duly endorsed by the CEO and CFO before approval by the Board.
13. The Directors, CEO and executives do not hold any interest in the shares of the Company other than that disclosed in the pattern of shareholding.
14. The Company has complied with all the corporate and financial reporting requirements of the Code.
15. The Board has formed a Board Audit Committee. It comprises of three members, all of whom are Non-Executive Directors including the Chairman of the Committee.
16. The meetings of the Board Audit Committee were held at least once every quarter prior to approval of interim and final results of the Company and as required by the Code. The terms of reference of the Committee have been formed and advised to the Committee for compliance.
17. The Company has an effective internal audit function.
18. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality control review programme of the Institute of Chartered Accountants of Pakistan, that they or any partners of the firm, their spouses and minor children do not hold shares of the Company and that the firm and all its 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.
19. The Statutory Auditors or the persons associated with them have not been appointed to provide other services except in accordance with the listing regulations and the auditors have confirmed that they have observed IFAC guidelines in this regard.
20. We confirm that all material principles contained in the Code have been complied with.