Page 38 - UBF AR 2018 - E Version

CORPORATE GOVERNANCE
Section Principle
3.05 Appointment of a Company Secretary to
handle the secretariat services to the Board
3.06 Preparation of agenda for a Board meeting
by the Company secretary
3.07 Directors access to advice and services of the All Directors have access to obtain advice and services
Company Secretary
3.08 Maintenance of Board minutes
3.09
4.00 Minutes to have sufficient details and serve
4.01 as a reference for regulators and supervisory Board meetings covering the requirements of the direction.
4.02 authorities
4.03 Compositions of the Board
4.04 The number of Directors
4.05
4.06 Period of service of a Director
Board balance
4.07 Independent Non-Executive Directors
4.08
4.09
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Appointment of an Alternate Director to
represent an Independent Non-Executive
Director
Skills and Experience of Non-Executive
Directors
More than half the quorum of Non-Executive
Directors in Board meetings
Expressly identification of the Independent
Non- Executive Directors in corporate
communications and disclose the details of
Directors
Procedure for the appointment of new
Directors and for the orderly succession of
appointments to the Board.
Degree of Compliance
M/s.PW Corporate Secretarial (Pvt.) Ltd. was appointed by
the Board as the new Company Secretary on the 29th of
February 2016 and has acted in this role to date.
The Company Secretary ensures that proper Board
procedures are followed and that applicable rules and
regulations are brought to the notice of the Board.
The Agenda is prepared by the Company Secretary.
from the Company Secretary with a view to ensuring that
Board procedures and all applicable laws, directions, rules
and regulations are followed.
The Company Secretary maintains the minutes and the
minutes are open for inspection at any reasonable time
to any Director.
The Company Secretary maintains detailed minutes of
Minutes are approved by the Chairman and the members
of the Board.
The number of Directors on the Board has not been less
than 5 or more than 13 during the Financial Year. The Board
Consist of 08 Non-Executive Directors and one Executive
Director.
The total period of service of all Non-Executive Directors
does not exceed nine years.
The composition of Executive Directors does not exceed
one half of the total number of Directors.
The number of Independent Non-Executive Directors of the
Board is one fourth of the total number of Directors.
No such situation has arisen in 2017/18.
The Directors are eminent persons with knowledge,
expertise and experience in different business sectors
which has added diversity and brought about better
judgment in matters relating to strategy, performance
and resources.
All the Board meetings held during the financial year are
duly constituted with more than one half of the number of
Directors present at such meetings being Non-Executive
Directors.
The details of the Chairman, Executive Directors, Non-
Executive Directors and Independent Non-Executive
Directors are disclosed in the “Annual Report of the Board
of Directors on the affairs of the Company”.
Company’s Articles of Association address the procedure
for appointment and removal of Directors.
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