c Governance Final
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Transcript of c Governance Final
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7/27/2019 c Governance Final
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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
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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
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Share holding Pattern of Engro
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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
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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
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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
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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. . . .
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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. . .
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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
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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
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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
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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
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Organization they are working for all shareholders like:
Shareholders,
Customers,Employees,
Government,
Enduring high disclosure and transparency.
Best quality products in reasonable price
SubcontinentModel
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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
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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. . . . .
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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
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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
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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
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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
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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
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I. Not to diversify their
II. It will reduce the check and balance from the
employees and directors
Recommendations
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