Corporate Governance

Name of Company : JDW Sugar Mills Limited.

Year Ended :    30 September 2023

The Company has complied with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the “Regulations”) in the following manner:

01. The total number of Directors are Seven (08) as per the following:

  (a) Male:Six (07)

  (b) Female:One (01)

02. The composition of the Board is as follows:

	Sr. #	Category	Names
	(i)	Independent Directors	Mr. Asim Nisar Bajwa  Mr. Zafar Iqbal
	(ii)	Executive Directors	Mr. Jahangir Khan Tareen  Mr. Raheal Masud (CEO)
	(iii)	Non-Executive Directors	Makhdom Syed Ahmed Mahmud  Syed Mustafa Mehmud  Mr. Ijaz Ahmed
	(iv)	Female Director (Non-Executive)	Mrs. Samira Mahmud

*Fraction (0.67) related to the requirement for number of independent directors is less than 1 and therefore, has not rounded up as one (01).

03. The Directors have confirmed that none of them is serving as a director in more than seven listed companies, including this Company.

04. 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.

05. The 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 significant policies along with their date of approval or updating is maintained by the Company.

06. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by Board / shareholders as empowered by the relevant provisions of the Companies Act, 2017 (the “Act”)and the Regulations.

07. 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 the Act and the Regulations with respect to frequency, recording and circulating minutes of meeting of the Board.

08. The Board has a formal policy and transparent procedures for remuneration of Directors in accordance with the Act and the Regulations.

09. All Directors are either exempted from training owing to their experience or have attended the training in prior years.

10. All appointments (including remuneration, terms and conditions of employment) of Chief Executive Officer (CEO), Chief Financial Officer (CFO), Company Secretary and Head of Internal Audit have been duly approved by the Board as per the requirements of applicable provisions of the Act and the Regulations.

11. 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 following:

	Sr. #	Name of Committee	Composition
	1.	Audit Committee	Mr. Zafar Iqbal	Chairman / Member
			Mrs. Samira Mahmud	Member
			Mr. Ijaz Ahmed	Member
	2.	Human Resource and Remuneration Committee	Mr. Asim Nisar Bajwa	Chairman / Member
			Mrs. Samira Mahmud	Member
			Mr. Ijaz Ahmed	Member
	3.	Nomination Committee	Mr. Jahangir Khan Tareen	Chairman / Member
			Mr. Asim Nisar Bajwa	Member
	4.	Risk Management Committee	Mr. Jahangir Khan Tareen	Chairman / Member
			Mr. Asim Nisar Bajwa	Member
	4.	Corporate Social Responsibility Committee	Mr. Ijaz Ahmed	Chairman / Member
			Mr. Zafar Iqbal	Member

13. The Terms of Reference of the aforesaid committees have been formed, documented and advised to the committees for compliance.

14. The frequency of meetings of the committees’ were as per following:

	Sr. #	Name of Committee	Frequency of Meetings
	1.	Audit Committee	04
	2.	Human Resource and Remuneration Committee	07
	3.	Nomination Committee	01
	4.	Corporate Social Responsibility Committee	03

15. The Board has set up an effective internal audit function controlled by internal audit department, which is comprised of qualified and experienced professionals 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 (the “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 relatives (spouse, parent, dependent and non-dependent children) of the Chief Executive Officer, Chief Financial Officer, Head of Internal Audit, Company Secretary or any 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, the 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 other requirements of Regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with.