Company / Governance

Mr. Zahid Mahmood is a fellow member of the Institute of Chartered Accountants of Pakistan and has completed his article ship from EY Ford Rhodes in 1996. He is also a graduate in Double Mathematics and Statistics from the F. C. College and University Lahore and a certified Director from the Institute of Chartered Accountants of Pakistan. Mr. Mahmood has served as Director/Chief Financial Officer and Company Secretary of various listed/unlisted companies. He is an experienced professional having more than 25 years of experience in multi-disciplinary activities like finance, SAP ERP, joint ventures, investments, risk management, budgeting, taxation, legal and corporate matters. Mr. Mahmood is Chairman/Director of Azgard Nine Limited since June 2016. Address: Azgard Nine Limited, Ismail Aiwan-i-Science, Off: Shahrah-i-Roomi, Lahore.

Ms. Azam is an Advocate of High Courts and Legal Consultant for various corporate clients. She also served as a member of the legal department of the Securities and Exchange Commission of Pakistan (SECP) during 2007. Prior to joining the SECP, she was in private practice since 1997 with Raja Muhammad Akram & Co., a prestigious corporate litigation law, headed by Mr. Salman Akram Raja. Her extensive practice covered all aspects of banking, commercial and corporate law, including mergers and acquisitions. She is also experienced in conducting international commercial arbitrations in Europe and United States as well as Pakistan including Construction Arbitration. She has represented several Chinese companies before the National Tariff Commission as regards the levy of anti-dumping duty. Since 2008, she served as chief legal counsel to one of the largest multinational business houses in the country and has conducted several high profile mergers and takeovers inside Pakistan as well as in Europe. She has vast experience of domestic and international corporate and financial transactions and contracts, including joint ventures and sale supply, franchising etc. She holds LL.M in International Business Law from University College London, University of London where she read for her masters as a Chevening Scholar. She is also a certified director from the Institute of Chartered Accountants of Pakistan. She is Director of Azgard Nine Limited since January 2018. Address: No. 262-N, Model Town Extension, Lahore.

Mr. Usman Rasheed holds a bachelor degree in Chemical Engineering from the University of Engineering & Technology, Lahore. He is also a certified Director from the Institute of Chartered Accountants of Pakistan. He is a professional engineer with over 20 years of diversified experience comprising business, operation and project management. He also has extensive experience as business manager handling operations/production, cost control, project feasibilities and expansions in textile industry. Mr. Rasheed has vast experience in denim garment industry. He has been engaged with a leading business heading Design, Merchandizing and Imports. He has diversified experience of retail business in Pakistan comprising from design to manufacturing and retail covering full value chain. He is Director of Azgard Nine Limited since April 2010. Address: House No. 183, Street No. 4, Cavalry Ground, Lahore Cantt.

Mr. Kazmi is Private Equity professional and entrepreneur based in Canada. He runs his own advisory firm ‘New Scotland Investment Management Limited’. Previously he was a Director in JS Group and headed the Group’s North American operations. Prior to his North American assignment, he was the Head of Middle East & Africa for the Group and based in its Dubai (UAE) office for over eight years. He has served on the Board of Directors of Jura Energy Corporation (www.juraenergy.com), an Oil & Gas Company listed on TSX-V for ten years. Mr. Kazmi has a Private Equity, Investment Banking and Corporate Finance background with experience across diverse industrial sectors in Asian, Middle Eastern and North American economy including Steel, Glass, Power, Oil and Gas, Fertilizer, Cement, Textiles, Telecommunications, Infrastructure and Ports, Chemicals, Sugar, Real Estate, FMCG, Iron & Steel, Media & Entertainment, Advertising, Transportation, Aviation and Financial Services. Mr. Kazmi has served in the JS Group in various capacities over 19 years including senior positions in Private Equity Fund, Corporate & Investment Banking Group and Principal Finance Office. In addition to this, he was also responsible to supervise the Group’s Energy and Real Estate investments. He has served on the boards of various listed and unlisted companies internationally. Mr. Kazmi was appointed as the Chairman and a member of the Board of Directors of JS Global Capital Limited (listed on PSX) in May 2016, Pakistan’s largest listed brokerage company, and served in that capacity till July 2017. Prior to JS Group, he was the Group Head Investment Planning & Monitoring for Army Welfare Trust (Askari Group), effectively serving as the Chief Investment Officer (CIO) and reporting to the Group Managing Director. Prior to Askari Group, he was an Investment Manager at Fauji Foundation (one of Pakistan’s largest business conglomerate). At the start of his career, he has also worked in London and Scottish Marine Oil Company (LASMO, now ENI). and Citibank NA. in Pakistan. Mr. Kazmi graduated from the Institute of Business Administration (IBA) Karachi with an MBA and have also obtained a Masters in Economics (M.A – Econ.) from the University of Karachi. Mr. Kazmi has attended various executive education and training programs at Harvard Business School (HBS), IBA and LUMS. He has also completed Certified Director Training (Corporate Governance Leadership Skills) from Pakistan Institute of Corporate Governance (PICG)/IFC. He is also a member of Institute of Corporate Directors-Canada. Address: Azgard Nine Limited, Ismail Aiwan-i-Science, Off: Shahrah-i-Roomi, Lahore

Mr. Nasir Ali Khan Bhatti is a Fellow Chartered Accountant (FCA) having diversified experience in Industrial, Financial (Leasing) and Services (Media) sectors with major assignments in Strategic Business Planning, Financial Budgeting and Forecasting, Development of Internal Controls and Management Information Systems, Resource Planning, Statutory Accounting and Taxation. He also possesses vast experience in ERP Implementation as an employee and as a financial consultant. Mr. Bhatti has worked in the management team of Enkay Industries (Private) Limited, Union Leasing, Rahim Baksh Group of Companies, JK Group in Pakistan & abroad, Interloop Limited, Dunya TV & Newspaper and Shadman Cotton Mills Limited wherein he supervised the Accounts and Finance departments. Mr. Bhatti is also a certified Director from the Institute of Chartered Accountants of Pakistan. He is Director of Azgard Nine Limited since February 2013. Address: House No. 197-C, DHA EME, Multan Road, Lahore.

Mr. Ihsan Ahmad holds Bachelor Degree in Mechanical Engineering from University of Engineering & Technology, Lahore and Master Degree in Industrial Engineering & Management from Asian Institute of Technology, Bangkok, Thailand. He has also attended certain courses and acquired certifications domestically and internationally. Mr. Ahmad is an experienced professional having more than 30 years of experience in multi-disciplinary fields including technical operations, project management, supply chain, procurement, production, logistics, contract management, general management, etc. During his professional career, he has been mainly engaged with Pakistan Tobacco Company Limited, Pakistan Engineering Company Limited and Panther Tyres Limited. Address: Azgard Nine Limited, Ismail Aiwan-i-Science, Off: Shahrah-i-Roomi, Lahore.

Mr. Abid Hussain is an entrepreneur with a professional experience of 25 years and currently managing M/s. Sign Source Limited (“SSL”) as Chief Executive Officer & Director. SSL is Pakistan’s Largest Out of Home Media & Advertising Company that has a corporate status of Un-Listed Public Limited. In addition, he is also associated with Infotainment World Pvt. Ltd (hotfm105) as Managing Partner. Mr. Hussain’s prior career has been with the leading multinationals and national organizations particularly in Financial Institutions in the disciplines of Human Resource & Administration, Operations Management, Marketing & Sales. During his career he was associated with Societe General, Broken Hill Proprietary, JS Group and also served with Network Microfinance Bank in the capacity of Chief Operating Officer. Other than his professional incumbency, he is also a philanthropist & Member Board of Trustee with charitable organization Milestone Charitable Trust (MCT) a non-profitable & non- governmental organization with the sole purpose of providing a facility for children with developmental limitations, Autism, Down Syndrome, Cerebral Palsy. Academically, he holds degree of Master’s in Business Administration and also Certified Director from The Institute of Chartered Accountants of Pakistan. Directorships: Sign Source Limited [Unlisted – Public Limited Company] Transit Media (Pvt.) Limited TRG Pakistan Limited [Listed Company] Address: Office # 1009, 10th Floor, Business Avenue, 26 A, Block -6, P.E.C.H.S. Main Shahrah-e Faisal, Karachi.

Mr. Ahmed Humayun Shaikh holds a Bachelor Degree in Economics from the Brown University, USA and has management experience of more than three decades. He is associated with the Company since its inception in 1993 and is continuing as Chief Executive Officer since 2003. Mr. Shaikh has been Director of Agritech Limited (formerly Pak American Fertilizers Limited) previously a subsidiary of Azgard Nine Limited. Address: Azgard Nine Limited, Ismail Aiwan-i-Science, Off: Shahrah-i-Roomi, Lahore.

The Terms of Reference of Human Resource and Remuneration Committee broadly include: · Recommend to the board for consideration and approval a policy framework for determining remuneration of directors (both executive and non-executive directors and members of senior management). · Undertaking annually a formal process of evaluation of performance of the board as a whole, members of the Board and its committees either directly or by engaging external independent consultant. · Recommending human resource management policies to the board including selection, evaluation, development, compensation (including retirement benefits) of chief operating officer, chief financial officer, company secretary and head of internal audit. In addition, Human Resource and Remuneration Committee has been assigned responsibilities relating to Sustainability and DE&I.

The Committee’s terms of reference broadly include: - Review of annual and interim financial statements including related party transactions prior to their approval by the Board of Directors. - Discussion with external auditors of major observations arising from interim and final audits, review of management letter issue by the external auditors and management’s response thereto. - Review of the scope and extent of internal audit ensuring that the internal audit function has adequate resources and is appropriately placed within the company. - Recommend to the board of directors the appointment of external auditors, their removal, audit fees and related matters. - Ascertaining adequacy and effectiveness of the internal control systems including financial and operational controls, accounting systems and reporting structure. - Determination of compliance with relevant statutory requirements and monitoring compliance with the CCG Regulations and identification of significant violations thereof. - Instituting special projects, value for money studies or other investigations on any matter specified by the board of directors. In addition, Audit Committee has been assigned responsibilities of Risk and Internal Controls Governance Framework through Board’s approved Risks and Internal Controls Governance Policy.

The Company is committed to comply with the highest standards of professionalism, honesty, integrity and ethical behaviour, in line with the Company’s Code of Conduct. This policy aims to provide a secure environment and to encourage employees of the Company to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse personnel action against those employees who report such practices in good faith. The purpose of this policy is: · To encourage confidence in all employees and other associated individuals to question and raise concerns in the interest of Company. · To provide avenues for confidentiality of concerns raised and allow feedback on corrective measures employed. · To ensure existence of a mechanism that allows a whistleblower to monitor and where required, act against the unsatisfactory proceedings. · To reassure a whistleblower for protection from possible reprisals or victimization.

The Policy aims to ensure that the Company’s investors/shareholders and other concerned are able to access information of the Company in a timely manner and to address the complaints of the Shareholders. The Company is a Public Limited Company listed at the Pakistan Stock Exchange Limited (hereinafter referred to as ‘PSX’ or ‘the Stock Exchange’). The Company is committed to disclose information to the public/shareholders in accordance with the Companies Act, 2017, the Securities Act, 2015, the Listing of Companies and Securities Regulations of the Stock Exchange, the Listed Companies (Code of Corporate Governance) Regulations, 2019 and other applicable laws/rules/ regulations/codes etc. The Policy is intended to: · Establish effective communication between the Company, Investors/ Shareholders, potential investors and other concerned including financial community/analysts/media and to safeguard/protect the interest of Investors/Shareholders while ensuring that their grievances are resolved appropriately. · Maintain fair disclosure of the Company’s information.

The Risk Management and Control governance policy sets out how the Company manages risk throughout the organisation and how the framework will be maintained. The policy is intended to: · Outline the risk management framework that The Company operates in pursuit of its business objectives; · Provide the tools, processes and procedures to support the management of risk within appetite; · Create clear ownership and accountability for risk management throughout the organization; · Set out the Company’s risk policy categorization and enterprise-wide approach to managing risk; and · Identify the governance structures that will provide oversight of the risk management process.

The Policy aims to establish a set of policy statements relating to remuneration of Directors (Executive and Non–Executive Directors including Independent Directors) and Senior Management. The Policy has been designed as a component of HR strategy and both are required to support business strategy. The Board believes that the Policy is appropriate and effective in its ability to attract and retain the best executives and Directors to run and manage the Company as well as to create congruence between Directors, executives and shareholders. Significant features/elements of the policy include: · To achieve strategic objectives within the Company’s risk appetite. · To make Directors and senior management accountable for their governance and performance vis-a-vis determination and payment of compensation. · To promote ethical and responsible corporate culture.

The policy reaffirms the Company’s commitment to contribute to sustainable economic development that positively impacts the employees, families, community and society at large. The Company’s CSR encompasses economic, legal, ethical and philanthropic responsibilities and ensure that the activities leave a perceptible impact on the lives of target beneficiaries. The company is committed to comply with all applicable national and international guidelines & customer-defined requirements. The Company is committed to contribute to the health and wellbeing of the local community and employees. The board is responsible for governance and oversight of sustainability risks and opportunities, which includes the environmental, social and governance considerations, within the Company. In order to effectively discharge its sustainability related duties, the board may establish a dedicated sustainability committee having at least one female director, or assign additional responsibilities to an existing board committee. This policy is an integral part of Health, Safety and Environment Policy. The CSR areas covered are: · Community development through Education · Green Environment · Gender Equality · Vocational Training · Uplifting Local Community · Recreational facilities Human Resource and Remuneration Committee has been assigned responsibilities relating to Sustainability.

Anti-Harassment Policy aims to provide a safe working environment, which is free of harassment, abuse, and intimidation by clearly defining unacceptable behaviors, provide a transparent process for reporting harassment incidents, ensure prompt and fair investigations, and implement appropriate corrective actions. Azgard Nine Limited is committed to a zero-tolerance policy on harassment and is dedicated to effective complaint management. The Company ensures that harassment complaints reported by employees are addressed and resolved promptly and at the appropriate level, aiming for swift and efficient resolution. Key elements of the Policy are: · Code of Conduct for protection against harassment at the workplace. · Designation of a Competent Authority. · Formation of Inquiry Committee to enquire into complaints regarding harassment. · Complaint handling mechanism as prescribed under the Protection against Harassment of Women at the Workplace Act, 2010.

The Policy aims to establish a set of Policy statements relating to health, safety and environment. ‘Health and safety’ covers all aspects of safety at work. ‘Environment’ covers all the monitoring, controlling and improving quality standards of the environment. Corporate Social Responsibility (CSR) Policy is an integral part of this policy. The purpose of this policy is: · To set out basic standards and procedures regarding Health and Safety, the use of Child Labor, Forced Labor, Discrimination, Trade Union Rights, Disciplinary Practices, Compensation (Remuneration), Working Hours and Field Safety together with the Management Systems to deliver them. · To put in place standard procedures for addressing Social Accountability Requirements and effectively communicate to the personnel and other relevant parties. · To make all accidents, occupational illnesses and environmental incidents preventable. · To adopt holistic management systems approach in ‘Health and Safety’ for identifying, controlling and minimizing short-term and long-term risks/hazards at work and protect workers from exposure to injuries and illnesses. · To undertake all necessary measures to protect, conserve and restore environment in order to improve the quality of life and ensure sustainability in accordance with law, standards and regulations.

Azgard Nine Limited is dedicated to upholding the highest standards of Diversity, Equity and Inclusion (DE&I). DE&I principles are integral to fostering our organizational culture where diversity is embraced, equity is promoted, and inclusion is practiced, leading to more vibrant, effective practices. The objective is to put in place DE&I standards to promote the representation and participation of different groups of individuals and to create a fair and just environment where everyone feels valued, respected, and has equal opportunities, regardless of their gender, background or identity. The Board of Directors shall ensure that the Company’s DE&I related strategies, priorities and targets as well as performance against these targets are periodically reviewed and monitored. The purpose of this policy includes: · To promote diverse and inclusive board and management composition; · To build a positive organizational culture where diversity and inclusion are integral to the organizational values where such standards and conduct are led by the Company’s directors and followed by the management and employees; · To foster a respectful and inclusive work environment for all employees where they feel respected, valued, and included, regardless of their background, identity, or personal characteristics; · To ensure compliance and best practices relevant to applicable regulatory framework requirements related to diversity, equity, and inclusion; · To provide clear guidelines and expectations for employees regarding respectful behaviour, inclusive practices, and the handling of issues related to diversity and inclusion; Human Resource and Remuneration Committee has been assigned responsibilities relating to DE&I.