Corporate

Governance
Submitted To:
Sir Rana Tanveer Hussain
Submitted By:
Muhammad Asim
M.Com (Weekend)
4th Semester
Roll # 009
Nestle Pakistan Limited:

Introduction
Nestlé Pakistan is pleased with its commitment to excellence in product safety and quality
and to providing worth and aims to be the leading Nutrition, Health and upbeat Company. As
a socially accountable company, we tend to forever concentrate on surroundings friendly
operations, moral business practices and our responsibility towards the communities. Nestlé
in Pakistan is working since 1988 below a venture with Milk Pak ltd and took over
management in 1992. The company’s strategy is radio-controlled by Nestlé’s company
Business Principles that are in line with internationally accepted best practices and moral
performance culture. Nestlé’s existing merchandise grow through innovation and renovation
whereas maintaining a balance in geographic activities and merchandise lines. long-run
potential isn't sacrificed for short performance. The Company’s priority is to bring the most
effective and most relevant merchandise to individuals, where they're, no matter their desires
ar, and for all age teams. Nestlé these days is that the leading Food & Beverages Company in
Pakistan with key concentrate on Nutrition, Health and upbeat and reaching the remotest of
locations throughout West Pakistan to serve the customers. Nestlé West Pakistan conjointly
prides itself in being the leaders in Nutrition, Health & upbeat. Ever since 1867, once Henri
Nestlé fictitious the primary babe food, nutrition has been in our DNA. these days additional
and additional customers mirror our stress on nutrition, as they understand that food decisions
have an effect on their health and quality of life. Nestlé Pakistan operates in many ways
however individuals, merchandise and makes ar the most flag bearers of the Company’s
image, and that we still enhance the standard of lifetime of Pakistanis.
Mission & Vision Statement
Our mission of "Good Food, sensible Life" is to supply customers with the most effective
tasting, most alimentary decisions during a big selection of food and drinkable classes and
intake occasions, from morning to nighttime.”
“To be a number one, competitive, Nutrition, Health and upbeat Company delivering
improved investor worth by being a most popular company national, most popular leader,
preferred supplier selling preferred products.”
Name of company:- Nestle Pakistan Limited
Year ending:- 30 June 2020
The company has complied with the requirements of the Regulations in the following
manner:-
1. The total number of directors are(10)as per the following,-
 Male: _09__
 Female:01
2. The composition of the Board is as follows:
 Independentdirectors_02
 Non-executive directors 04
 Executive directors _ 03___
 Female directors _01 Independent director__
3. The directors have confirmed that none of them is serving as a director on more
than seven listed companies, including this company.
Yes, Nestle director have confirmed that none of them is serving as a director on more
than seven listed companies including this company.
4. The company has prepared a code of conduct and has ensure that appropriate
steps have been taken to disseminate it throughout the company along with its
supporting policies and procedures;
Yes, Nestle has prepared a code of conduct and has ensured that appropriate steps
have been taken to disseminate it throughout the company along with its supporting
policies and procedures.
5. The board has developed a vision / mission statement , over all corporate
strategy and significant policies of the company. The Board has ensured that
complete record of particulars of the significant policies along with their date of
approval or updating is maintained by the company;
Yes, The Nestle Board has developed a vision & mission statement, overall corporate
strategy and significant policies of the company. The Board has ensured that complete
record of particulars of the significant policies along with their date of approval or
updating is maintained by the company.
6. All the powers of the Board have been duly exercised and decision snore Levant
matters have been taken by the Board or share hold errs as empowered by there
Levant provisions of the Act and these Regulations:
Yes, Because of all the powers of the Board have been duly exercised and decision
snore Levant matters have been taken by the Board or share hold errs as empowered
by there Levant provisions of the Act and these Regulations.
7. The meetings of the Board were presided over by the Chairman and, in his
absence, by a director elected by the Board for this purpose. The Board has
complied with the requirements of Act and the Regulations with respect to
frequency, recording and circulating minutes of meeting of the Board;
Yes, The meetings of the Board were presided over by the Chairman and, in his
absence, by a director elected by the Board for this purpose. The Board has complied
with the requirements of Act and the Regulations with respect to frequency, recording
and circulating minutes of meeting of the Board.
8. The Board have a form all policy and transparent procedures for remuneration
of directors in accordance with the Act and these Regulations;
Yes, Because of the Board have a form all policy and transparent procedures for
remuneration of directors in accordance with the Act and these Regulation.
9. The Board has arranged Directors’ Training program for the following:
Yes, Directors’ Training program was held during the year. The complete Board of
the company has attended Director training program.
10. The Board has approved appointment of chief financial officer, company
secretary and head of internal audit, including their remuneration and terms
and conditions of employment and complied with relevant requirements of the
Regulations;
Yes. the Board has approved appointment of chief financial officer, company
 secretary and head of internal audit, including their remuneration and terms and
conditions of employment and complied with relevant requirements of the
Regulations.
11. Chief financial officer and chief executive officer duly endorsed the financial
statements before approval of the Board;
Yes, Chief financial officer and chief executive officer duly endorsed the financial
statements before approval of the Board.
12. The Board has formed committees comprising of members given below.-
Audit Committee
 Mr. Osman Khalid Waheed (Chairman)
 Mr. Syed Babar Ali (Member)
 Mr. Syed Hyder Ali (Member)
 Mr. Syed Awais Hyder Naqvi (Member)
HR and Remuneration Committee
 Ms. Rabia Sultan (Chairman)
 Mr. Samer Chedid (Member)
 Mr. Syed Hyder Ali (Member)
 Mr. Akmal Saeed (Secretary)
13. The terms of reference of the aforesaid committees have been formed,
documented and advised to the committee for compliance:
Yes, The terms of reference of the aforesaid committees have been formed,
documented and advised to the committee for compliance.
14. The frequency of meetings (quarterly/half yearly/ yearly) of the committee were
as per following,-
Audit Committee; (04).
HR and Remuneration Committee; (01).
15. The Board has set up an effective internal audit function/ or has outsourced the
internal audit function to who are considered suitably qualified and experienced
for the purpose and are conversant with the policies and procedures of the
company;
Yes, The Board has set up an effective internal audit function/ or has outsourced the
internal audit function to who are considered suitably qualified and experienced for
the purpose and are conversant with the policies and procedures of the company.
16. The statutory auditors of the company have confirmed that they have been given
a satisfactory rating under the Quality Control Review program of the Institute
of Chartered Accountants of Pakistan and registered with Audit Oversight
Board of Pakistan, that they and all their 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 and that they and
the partners of the firm involved in the audit are not a close relative (spouse,
parent, dependent and non-dependent children) of the chief executive officer,
chief financial officer, head of internal audit, company secretary or director of
the company;
Yes, the statutory auditors of the company have confirm they have not involved in
 the audit are not a close relative (spouse, parent, dependent and non-dependent
children) of the chief executive officer, chief financial officer, head of internal audit,
company secretary or director of the company.
17. The statutory auditors or the persons associated with them have not been
appointed to provide other services except in accordance with the Act, these
Regulations or any other regulatory requirement and the auditors have
confirmed that they have observed IFAC guidelines in this regard;
Yes, Because of the statutory auditors or the persons associated with them have not
been appointed to provide other services except in accordance with the Act, these
Regulations or any other regulatory requirement and the auditors have confirmed that
they have observed IFAC guidelines in this regard.
18. We confirm that all requirements of regulations 3, 6, 7, 8, 27,32, 33 and 36 of the
Regulations have been complied with; and
Yes, We confirmed that all the requirements of the regulations 3, 6, 7, 8, 27, 32, 33
and 36of the Regulation have been compiled with.
19. Explanation for non-compliance with requirements, other than regulations 3, 6, 7, 8, 27,
32, 33 and 36 are below (if applicable):
Yes, As per regulation 6(1), the chairman has not sent the formal letters to the newly
appointed directors this year and that is non-compliance of the Regulations.
National Foods Limited:
Introduction
Keeping in mind however our uptake habits have modified, our diets are influenced by
factors just like the technologies in our kitchens, the modes of transport activity our outlets,
media, the govt. and by trade and migration trends. The uptake habits of our folks,
grandparents and great-grandparents would be utterly unrecognizable to several people
nowadays. Our experiences of searching and change of state are remodeled as have our
attitudes towards health, table manners, ‘foreign’ foods, waste and even alternative. All along
National Foods has responded meticulously to those fast changes and challenges by
pioneering developing of innovative food merchandise supported convenience and fast
preparation. These numerous food merchandise are utterly in line with up to date lifestyles
whereas holding the normal style and values that are therefore on the point of our hearts.
With a history spanning over four decades, National Foods has trudged through varied
challenges of – economic booms/depressions, wars, globalization, dynamic client lifestyles,
technological advancements and has with success catered to the dynamic wants of its
customers. National Foods has managed this with its client centrically and innovative
development that keeps under consideration the ever dynamic market trends.
Mission and vision Statement
To be a Rs. fifty billion company within the food section by launching merchandise and
services within the domestic and international markets that enhance fashion and make worth
for our customers through management excellence the least bit levels.
Name of company:- National Foods Limited
Year ending:- 30 June 2020
The company has complied with the requirements of the Regulations in the following
manner:-
1. The total number of directors are(07)as per the following,-
 Male: 05___
 Female: 02
2. The composition of the Board is as follows:
 Independentdirectors_02
 Non-executive directors 04
 Executive directors _ 01___
 Female directors _02 __
3. The directors have confirmed that none of them is serving as a director on more
than seven listed companies, including this company:
Yes, The directors have confirmed that none of them is serving as a director on more
than seven listed companies, including this company.
4. The company has prepared a code of conduct and has ensured that appropriate
steps have been taken to disseminate it throughout the company along with its
supporting policies and procedures;
Yes, The company has prepared a code of conduct and has ensured that appropriate
steps have been taken to disseminate it throughout the company along with its
supporting policies and procedures.
5. The Board has developed a vision/mission statement, overall corporate strategy
and significant policies of the company. The company has ensured that complete
record of particulars of the significant policies along with their date of approval
or updating is maintained by the company;
Yes, the Board has developed a vision/mission statement, overall corporate strategy
and significant policies of the company. The company has ensured that complete
record of particulars of the significant policies along with their date of approval or
updating is maintained by the company.
6. All the powers of the Board have been duly exercised and decisions on
relevant matters have been taken by the Board/ shareholders as empowered
by the relevant provisions of the Act and these Regulations;
Yes, All the powers of the Board have been duly exercised and decisions on relevant
matters have been taken by the Board and shareholders as empowered by the relevant
provisions of the Act and these Regulations
7. The meetings of the Board were presided over by the Chairman and, in his
absence, by a director elected by the Board for this purpose. The Board has
complied with the requirements of Act and the Regulations with respect to
frequency, recording and circulating minutes of meeting of the Board;
Yes, the meetings of the Board were presided over by the Chairman and, in his
absence, by a director elected by the Board for this purpose. The Board has complied
with the requirements of Act and the Regulations with respect to frequency, recording
and circulating minutes of meeting of the Board.
8. The Board have a formal policy and transparent procedures for remuneration
of directors in accordance with the Act and these Regulations;
Yes, the Board use a formal policy and transparent procedures for remuneration of
 directors in accordance with the Act and these Regulations.
9. The Board has arranged Directors’ Training program for the following:
Yes, the Board has arranged the Director training program and all the director attend
training program expect of Mr. Abdul Majeed.
10. The Board has approved appointment of chief financial officer, company
secretary and head of internal audit, including their remuneration and terms
and conditions of employment and complied with relevant requirements of the
Regulations;
Yes, the Board has approved appointment of chief financial officer, company
secretary and head of internal audit, including their remuneration and terms and
conditions of employment and complied with relevant requirements of the
Regulations.
Chief financial officer and chief executive officer duly endorsed the financial
statements before approval of the Board:
Yes, Chief financial officer and chief executive officer duly endorsed the financial
statements before approval of the Board.
11. The Board has formed committees comprising of members given below.-
Audit Committee:
 Mr. Ehsan A. Malik (Chairman)
 Mrs. Nosheen Hassan (Member)
 Mrs. Sadia Naveed (Member)
 Mr. Zahid Majeed (Member)
HR and Remuneration Committee:
 Mr. Towfiq H. Chinoy
 Mr. Abrar Hassan
 Mr. Ehsan A, Malik
 Mr. Zahid Majeed
12. The terms of reference of the aforesaid committees have been formed,
documented and advised to the committee for compliance:
Yes, the terms of reference of the aforesaid committees have been formed,
documented and advised to the committee for compliance.
13. The frequency of meetings(quarterly/half early/yearly)of the committee were as
per following,-
During the financial year Ended 30 June 2020.
Audit Committee; (04).
HR and Remuneration Committee; (01).
14. The Board has set up an effective internal audit function/ or has outsourced the internal
audit function to who are considered suitably qualified and experienced for the purpose
and are conversant with the policies and procedures of the company;
The Board has outsourced the internal audit function to Messrs. Ernst & Yong Ford
Rhodes & Co. Chartered Accountant who is considered suitably qualified and
experienced for the purpose.
15. The statutory auditors of the company have confirmed that they have been given
a satisfactory rating under the Quality Control Review program of the Institute
 of Chartered Accountants of Pakistan and registered with Audit Oversight
Board of Pakistan, that they and all their 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 and that they and
the partners of the firm involved in the audit are not a close relative (spouse,
parent, dependent and non-dependent children) of the chief executive officer,
chief financial officer, head of internal audit, company secretary or director of
the company;
The partners of the firm involved in the audit are not a close relative of the chief
executive officer, chief financial officer, head of internal audit, company secretary or
director of the company.
16. The statutory auditors or the persons associated with them have not been
appointed to provide other services except in accordance with the Act, these
Regulations or any other regulatory requirement and the auditors have
confirmed that they have observed IFAC guidelines in this regard;
Yes, the statutory auditors or the persons associated with them have not been
appointed to provide other services except in accordance with the Act, these
Regulations or any other regulatory requirement and the auditors have confirmed that
they have observed IFAC guidelines in this regard.
17. We confirm that all requirements of regulations 3, 6, 7, 8, 27,32, 33 and 36 of the
Regulations have been complied with; and
No, we confirm that all requirements of regulations 3, 6, 7, 8, 27,32, 33 and 36 of the
Regulations have been complied with the shield corporation limited.
18. Explanation for non-compliance with requirements, other than regulations 3, 6,
7, 8, 27, 32, 33 and 36 are below (if applicable):
The shield corporation limited is not fall on the statement of non-compliance with
requirement other than regulation 3, 6, 7, 8, 27, 32, 33, and 36.

Comparison:
Nestle Pakistan Limited and Nationals Food Limited both are the competitors, Both
companies full fill all the requirements and regulations of code of corporate governance for
the SECP.