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Government. Presently all the Directors are non-executive except for the Chairman who is the Chief Executive of the
Corporation and his terms and conditions are determined by the Government of Pakistan (GoP).
2. The nominated / elected Directors are not serving on more than ten listed companies, inclusive of the Corporation.
3. The nominated / elected Directors are registered as tax payers and none of them has defaulted in payment of any loan to
a banking company, a DFI or an NBFI or, being a member of a Stock Exchange, has been declared as defaulter by thatStock
Exchange.
4. No casual vacancy occurred in the Board during FY 2004.
5. The Corporation has developed a ‘Statement of Ethics and Business Practices’ and the statement has been signed by
majority of Directors and Employees of the Corporation and is in the process of obtaining signatures by remaining Directors
and Employees of the Corporation.
6. The Board has developed a Vision / Mission statement, overall corporate strategy and significant policies of the Corporation.
A complete record of particulars of significant policies along with the dates on which these were approved or amended is
available with relevant departments.
PIA Annual Report 2004 26
7. The Corporation intends to file a Secretarial Compliance Certificate and the requirement(s) of filing of annual return will be
met within the permissible period after the Annual General Meeting of the Shareholders.
8. The nominated / elected Directors in addition to Declaration of Fidelity and Secrecy as required under Section 19 of PIAC
Act, 1956 have given their consent to act as Director and are aware of their duties and powers under PIAC Act, 1956; PIAC
Rules & Regulations, 1958; and Listing Regulations of the Stock Exchanges.
9. The Corporation files periodic financial statements (quarterly, half yearly and annual) to Securities & Exchange Commission
of Pakistan as required by the Companies Ordinance, 1984and Listing Regulations and all material transactions are reported
accordingly through these statements and circulation through print & electronic media. Further, such information was reported
in the press and electronic media. The Corporation intends to establish appropriate controls to communicate all material
transactions to SECP and Stock Exchanges.
10. The Board exercised all powers and took decisions in the general direction and the administration of the Corporation and
its affairs inclusive of material transactions in accordance with the PIAC Act, 1956 and PIAC Rules and Regulations, 1958.
11. The Meetings of the Board held during FY 2004 were presided over by the Chairman and the Board met at least once in
every quarter. Written notices of the Board meetings, along with the agenda and working papers were circulated; the minutes
of the meetings were appropriately recorded and signed by the Chairman.
12. The Corporation had arranged an orientation course for its Directors to apprise them of their duties and responsibilities.
13. The Board has approved the appointments of, Secretary-PIAC and Chief Internal Auditor, including their remuneration and
terms and conditions of employment, as determined by the Chairman. The appointment of Chief Financial Officer is presently
under process.
14. The Directors’ report FY 2004 has been prepared in compliance with the requirements of the Code and fully describes the
salient matters required to be disclosed.
15. The financial statements of the Corporation were duly endorsed by the Chairman and Director Finance, before approval of
the Board.
16. The information regarding the extent of shareholdings of Chairman / Chief Executive Officer, Directors and Executive Directors
and their interest in the shares of the Corporation have been included in the pattern of shareholding as on
27 PIA Annual Report 2004
December 31, 2004. The Corporation will continue seeking a declaration for any subsequent changes in the shareholdings
of these categories.
17. The Corporation has complied with all the Corporate and Financial reporting requirements of the Code.
18. The Board has constituted an Audit Committee comprising five non-executive Directors including the Chairman of the
Committee.
19. The meetings of the Audit Committee were held to review quarterly, half-yearly and annual financial statement(s) of the
Corporation prior to its approval by the Board, as per requirement of the Code. The terms of reference of the Committee
have been formed and advised to the Committee for compliance.
20. The Corporation has an Internal Audit Division which carries out on a continuing basis audit of various Head Office / stations
functions. The internal audit function is being further reinforced by outsourcing certain internal audit activities to an independent
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