c governance final

7/27/2019 c Governance Final

1/22

Engro Corporation Limited

Vision

To be the premier Pakistani enterprise with a global reach

passionately pursuing value creation for all stakeholders

Engro philosophy

Not only grow and increase shareholders wealth

Work for the betterment of customers, society, employees, partners

and government


2/22

Chairmans message

We will continue to implement action consistent with our

corporate motto Enabling Excellence in everything that

we think and do

Corporate structure of Engro


3/22

Share holding Pattern of Engro


4/22

Board of directors:

Board of directors consists of 5 executive directors

8 non-executive directors

Responsibilites:

To ensure that affairs of organization are managementwith full integrity and competently.

Category of shareholding as at

December 31, 2012


5/22

Hussain Dawood (Chairman, Executive director ) Muhammad Aliuddin Ansari (President & CEO, Executive director) Shabbir Hashmi ( Non- executive director) Shahzada Dawood ( Non- executive director) Saad Raja ( Non- executive director) Ruhail Mohammed (Executive director ) Shahid Hamid Pracha ( Non- executive director) Khawaja Iqbal Hassan ( Non- executive director) Khalid Siraj Subhani ( Non- executive director) Sarfaraz A. Rehman ( Non- executive director) Afnan Ahsan (Executive director) Abdul Samad Dawood ( Non- executive director) Andalib Alavi (secretary, Executive director )

Executive & Non-executive directors


6/22

Company made the three committee

Compensation committee

To review and recommend all elements of the Compensation,

Organization and Employee Development policies

Relating to the senior executives' remuneration

To approve all matters related to the remuneration of theexecutives of all companies and

Members of the management committee and meet at leastone every year.

Meeting time:

At least one every year


7/22

Audit committee

In reviewing and reporting financial and non-financialinformation to shareholders,

Systems of internal control

risk management and

the audit process Meeting time:

At least once every quarter

CONTD. . . .


8/22

Investment committee

To reviewing the Company's investment transactions

Performances, In overseeing the Company's capital

financial resources.

Committee meets

At least three times a year on need basis

CONTD. . .


9/22

Market Model OF Engro Corporation

Institutional

Context

Independence & Performance

Corporate

Context

Shareholder environment

Transparency & AccountabilityCapital Market Liquidity

Non-

executive

Majority

Boards Aligned

incentives

Active equitymarket

Active

takeover

market

Dispersed

ownership

Sophisticated

institutional

ownership

Shareholder

equality

High

disclosure


10/22

Aligned incentives:

Incentives are aligned with the performance of professionals

Transparency and accountability:

Developed a good system

High disclosure:

To maintain a high disclosure by audit committee.

Application


11/22

Application:

Working fora) Society

b) Employees and

c) Government etc

Focus:o Protecting shareholders interest

o Growing their business in order to increase shareholderswealth

Stakeholder Theory


12/22

Subcontinent Model of Governance

External Environment

Government Regulations, Policies,Guidelines etc.

Corporate Culture, StructureCharacteristics, Influences

Internal Environment CompanyVision; Mission, Policies, Norms

Auditors

Internal Board ofStakeholders DirectorsCORPORATE

GOVERNANCE SYSTEMProper Governance Shareholder Value

Corporate Governance Outcome / Benefits to Society

Transparency

Investor Protection Concern for Customer

Healthy Corporate Sector Development

Companys Act

SEC StockExchanges

Depositors, Borrowers,Customers and OtherStakeholders


13/22

Organization they are working for all shareholders like:

Shareholders,

Customers,Employees,

Government,

Enduring high disclosure and transparency.

Best quality products in reasonable price

SubcontinentModel


14/22

They are working for livelihood, education, health,

infrastructure and disaster management

Providing the : Technical education

Khushaal livestock project

Dialysis Centre,

Eye Care Centre,

Mother and

Child Care Centre

Corporate Social Responsibility


15/22

Provides:

Establishment of thalassemia Centre in Sukkur

Health services to 19,725 patients, provided education to 3,635 students and

Made 166 model homes in model villages etc.

CONTD. . . . .


16/22

Corporate governance in Pakistan is on developingstage

Examplesof bad corporate governance in Pakistan like:

Taj Company,Mehran Bank Scandal and

Efroz chemical scandal

Role of government in ensuringcorporate governance of company in

Pakistan


17/22

It define the rules to ensure the good corporategovernance in the organizations.

It includes in this organization:

The composition of board No person can act as a director of more than seven

listed companies

Casual vacancy of director should be filled within 90

days rules for committees

The chairman of the committee should beindependent

SECP code of conduct


18/22

Engro Internal Rift

Expansionwas planned by the then President and CEOEngro, Asad Umar

But the whole corporation came into trouble after heand another board member and CEO of Engro FertilizersKhaild Mansoor

who also resigned from his post recently, wasunderimmense grilling of the fellow board members.

Governance hallmarks/issues


19/22

Board has 8 Non-Executive Directors and 5 ExecutiveDirectors

Engro has made committees

These committees mostly include Independent

Engro is providing healthy and safe environment

In order to resolve the conflict of interest

Engro has developed an effective internal control

system Engro has also developed policies to stop insider trading

Hallmarks of Engro Corp. Governance


20/22

Engro is follow the Mckinseysmarket model

Applies to Engro is Stakeholders theory

The model that applies is the Sub continental model

Engro also perform theCSR activities

Conclusion


21/22

I. Not to diversify their

II. It will reduce the check and balance from the

employees and directors

Recommendations


22/22

c governance final

Documents