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Mardan Factory
Mardan Factory
Complaint No.+92 937 844639 Fax +92 937 843329 Mon - Sat 09:00 - 17:00 Mardan, KPK,Pakistan
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Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2017

Name of the company: Khyber Tobacco Company Limited

Year ending: 30 June 2019


The company has complied with the requirements of the Regulations in the following manner:

  1. The total number of directors are as per the following:
  2. Male: Seven
  3. Female: None


  1. The composition of board is as follows:




Independent Directors

1)      Mr. Rahat Ullah

2)      Mr. Pir Wairs Shah

3)      Mr. Khalil Ur Rehman


Executive Directors

1)      Mr. Waseem Ur Rehman

2)      Mr. Pir Farhan Shah


Non-executive Director

1)      Mr. Khalil Ur Rehman

2)      Mr. Hazrat Bilal

3)      Mr. Rahat Ullah

4)      Mr. Shafique Afzal Khan

5)      Mr. Pir Waris Shah



  1. The directors have confirmed that none of them is serving as a director on more than five listed companies, including this company (excluding the listed subsidiaries of listed holding companies where applicable).
  2. 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.
  3. The board has developed a vision/mission statement, overall corporate strategy and significant policies of the company. These documents, except for the significant accounting policies, have been approved by the board and record of such approvals and amendments have been maintained.
  4. 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 Act and these Regulations.
  5. 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 board.
  6. The board of directors has a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations.
  7. The board of Directors did not arrange directors training program since three out of seven directors have attended the approved directors training program. The board will ensure compliance of seventy-five percent limit in the upcoming year
  8. Position of Chief Financial Officer (CFO) remained vacant during the year. The board has approved appointment of Head of Internal Audit and terms and conditions of employment, including remuneration and complied with relevant requirements of the Regulations.
  9. The financial statements of the Company were duly endorsed by the CEO and Company Secretary in place of CFO, before approval of the Board
  10. The board has formed committees comprising of members given below:

Audit Committee

HR and Remuneration Committee

Mr. Shafique Afzal Khan (Chairman)

Mr. Pir Wasir Shah (Chairman)

Mr. Rahat Ullah (Member)

Mr. Pir Farhan Shah (Secretary)

Mr. Khalil Ur Rehman (Member)

Mr. Shafique Afzal Khan (Member)


  1. The terms of reference of the Audit and HR and Remunerations Committees have been formed, documented and advised to the committees.
  2. The Audit Committee meetings were held once every quarter and HR and Remuneration Committee meeting was held once during the year.
  3. The board has outsourced the internal audit function to Shahid Ahmed & CO who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Company
  4. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the quality control review program of the ICAP and registered with Audit Oversight Board of Pakistan, that they or any of the partners of the firm, their spouses and minor children do not hold shares of the company and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP
  5. 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.
  6. We confirm that all other requirements of the Regulations have been complied with, except for the following:
  7. As required under Regulation 10 (2), the Board of directors is responsible for the governance of risk and for determining the Company’s level of risk tolerance by establishing risk management policies. Further the board is also required to undertake at least annually, an overall review of business risks to ensure that the management maintains a sound system of risk identification, risk management and related systemic and internal controls to safeguard assets, resources, reputation and interest of the Company and shareholders. The Board is in process of establishing a mechanism for the governance and annual review of aforementioned risks and related measures.
  8. As required under Regulation 14 (ii), the Board has not considered the annual business plan, cash flow projections, forecasts and strategic plan; and
  • As required under Regulation 14 (iii), the Board has not considered the budgets including capital, manpower and overhead budgets, along with variance analysis.

            Rahat Ullah