Macpac
Board Committees
Board Audit Committee (BAC)
Purpose
The Board Audit Committee (BAC) is established by the Board of Directors to assist in overseeing:
- The integrity of the financial statements and financial reporting process.
- The effectiveness of internal controls and risk management.
- The performance, independence, and quality of the external and internal auditors.
- Compliance with applicable legal and regulatory requirements.
Membership
The Committee comprises the following members of the Board, all of whom are independent or non-executive directors and that at least one member has recent and relevant financial experience:
- Shabbir Hamza Khandwala – Committee Chairman
- Shariq Maqbool Elahi – Member
- Naeem Ali Muhammad Munshi – Member
Meetings
- The Committee shall meet at least four times a year, with additional meetings as deemed necessary.
- A quorum shall consist of two members.
- The Committee may invite other Board members, the CEO, CFO, external auditors, internal auditors, and other relevant individuals to attend meetings as necessary.
- Minutes of each meeting shall be prepared and circulated to the Audit Committee and the Board.
Duties and Responsibilities
Financial Reporting
- Review the quarterly, half-yearly, and annual financial statements and reports to ensure integrity, transparency, and compliance with accounting standards and legal requirements.
- Review significant financial reporting issues, accounting policies, and any changes to financial reporting standards impacting the financial statements.
Internal Controls and Risk Management
- Evaluate the effectiveness of the organization’s internal control and risk management systems.
- Review risk assessment processes and ensure that risk management policies and procedures are effectively implemented and monitored.
- Recommend corrective actions for identified deficiencies in the control environment.
Internal Audit
- Oversee the activities, resources, and effectiveness of the internal audit function.
- Review and approve the internal audit plan and ensure its alignment with the organization’s risk profile.
- Review significant audit findings and ensure appropriate management responses.
External Audit
- Recommend the appointment, remuneration, and terms of engagement of the external auditors.
- Review the external auditors’ independence, qualifications, and performance.
- Review the audit scope, approach, and findings with the external auditors and ensure management takes corrective actions as necessary.
Compliance
- Monitor compliance with applicable regulatory and legal requirements.
- Oversee and review the organization’s compliance framework and any issues of significant non-compliance.
Reporting
The Committee shall report to the Board on its proceedings, conclusions, and recommendations.
Human Resource & Remuneration Committee (HR&RC)
Purpose
The Human Resource & Remuneration Committee (HR&RC) is established by the Board to assist in:
- Developing and recommending fair and equitable remuneration policies.
- Overseeing human resources strategies that attract, retain, and motivate key talent.
- Ensuring executive compensation is aligned with organizational objectives and long-term value creation.
Membership
The Committee comprises the following members, representing a mix of independent, executive, and non-executive directors:
- Hafsa Abbasy – Committee Chairperson
- Ehtesham Maqbool Elahi – Member
- Mr. Shariq Maqbool Elahi – Member
Meetings
- The Committee shall meet at least twice a year, with additional meetings as necessary.
- A quorum shall consist of two members.
- Other Board members, the CEO, or external advisors may attend meetings by invitation, but they do not have voting rights.
- Minutes of each meeting shall be prepared and submitted to the Human Resource & Remuneration Committee and the Board.
Duties and Responsibilities
Remuneration Policy
- Formulate and recommend a comprehensive remuneration policy for the organization, ensuring alignment with industry standards, regulatory requirements, and corporate goals.
- Establish guidelines for incentive-based pay and other variable compensation to ensure sustainable long-term performance.
Executive Compensation
- Review and recommend to the Board the remuneration packages for the CEO, executive directors, and other senior executives.
- Evaluate performance metrics and set targets for incentive and bonus plans for senior executives.
- Ensure that executive compensation aligns with shareholder interests and drives value creation.
Succession Planning and Talent Management
- Oversee the succession planning process for key positions, including CEO and senior executives.
- Review and monitor the talent development and retention strategies, ensuring the organization has a pipeline of qualified candidates for key roles.
- Ensure diversity, equity, and inclusion (DEI) principles are embedded in the talent management framework.
Performance Management
- Oversee the performance evaluation process for the CEO and senior executives.
- Review and recommend to the Board any updates to performance management policies, ensuring a fair and transparent approach to evaluating performance.
Human Resources Strategy
- Monitor the organization’s human resource policies, procedures, and practices to ensure they promote a positive workplace culture.
- Provide guidance on human capital matters, including training, development, engagement, and overall employee well-being.
- Review and monitor compliance with labor laws and employment regulations.
Reporting
The Committee shall report to the Board on its deliberations, conclusions, and recommendations.
