Board of Directors & Committees

The Company is managed by a Board of 14 Directors. The present composition of Board is as follows:

Shareholder %age No of Directors
Fauji Foundation 40.00% 6
Government of Pakistan 18.39% 3
OGDCL 20.00% 3
General Public 21.61% 2
Total 100.00% 14

The Board of Directors of the Company oversees the operations and affairs of the Company in an efficient and effective manner. For the sake of smooth functioning, the Board has constituted four committees. These committees are entrusted with the task of ensuring speedy management decisions relating to their respective domains.

The Board of Directors of the Company, in compliance with the Code of Corporate Governance, has established an Audit Committee which currently comprises of the following directors:

Director Designation
Ayla Majid President
Syed Bakhtiyar Kazmi Member
Abdul Rasheed Jokhio Member
Ahmed Hayat Lak Member
Adnan Afridi Member

Terms of Reference

The Audit Committee is, among other things, responsible for recommending to the Board of Directors the appointment of external auditors by Company’s shareholders and considers any questions of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the Company in addition to audit of its financial statements.

Terms of reference of the Audit Committee are as follows:

  • Determination of appropriate measures to safeguard the company’s assets;
  • Review of annual and interim financial statements of the Company, prior to their approval by the Board of Directors, focusing on
    • major judgmental areas;
    • significant adjustments resulting from the audit;
    • going-concern assumption;
    • any changes in accounting policies and practices;
    • compliance with applicable accounting standards;
    • compliance with these regulations and other statutory and regulatory requirements
    • All related party transactions.
  • Review of preliminary announcements of results prior to external communication and publication;
  • Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
  • Review of management letter issued by external auditors and management’s response thereto;
  • Ensuring coordination between the internal and external auditors of the Company;
  • Review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company;
  • Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto;
  • Ascertaining that the internal control system including financial and operational controls, accounting system for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and reporting structure are adequate and effective;
  • Review of the Company’s statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports;
  • Instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the CEO and to consider remittance of any matter to the external auditors or to any other external body;
  • Determination of compliance with relevant statutory requirements;
  • Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof; and
  • Review of arrangement for staff and management to report to audit committee in confidence, concerns, if any, about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;
  • Recommend to the board of directors the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the company by the external auditors in addition to audit of its financial statements. The board of directors shall give due consideration to the recommendations of the audit committee and where it acts otherwise it shall record the reasons thereof;
  • Consideration of any other issue or matter as may be assigned by the Board of Directors.
  • Approval of resolutions for transfer of shares and issuance of duplicate share certificates of the Company, as per provisions of the Companies Act, 2017 (resolutions to be signed by any two members);

HR & Remuneration Committee of the Board currently comprises of the following directors:

Director Designation
Adnan Afridi President
Maj Gen Ahmad Mahmood Hayat (Retd) Member
Shahid Salim Khan Member
Ahmed Hayat Lak Member
Ayla Majid Member

The major role of the Committee is to review HR related matters of the Company and present its recommendation to the Board for consideration and approval.

Terms of Reference

Terms of reference of the HR&R Committee are as follows:

  • 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). The definition of senior management will be determined by the board which shall normally include the first layer of management below the chief executive officer level;
  • Undertaking annually a formal process of evaluation of performance of the board as a whole and its committees either directly or by engaging external independent consultant and if so appointed, a statement to that effect shall be made in the directors’ report disclosing name, qualifications and major terms of appointment;
  • Recommending the human resource management policies to the board;
  • Recommending to the Board of Directors the selection, evaluation, compensation (including retirement benefits), and succession planning of the CEO.
  • Recommending to the Board of Directors the selection, evaluation, development, compensation (including retirement benefits) of the Chief operating officer, Chief financial officer, Company Secretary and Head of Internal Audit;
  • Consideration and approval on recommendations of CEO on such matters for key management positions who report directly to CEO or COO;
  • Where human resource and remuneration consultants are appointed, their credentials shall be known by the committee and a statement shall be made by them as to whether they have any other connection with the company;
  • Review managements proposals for the promotion of senior staff in accordance with Article 100-c of the Articles of Association and make recommendations for consideration of the Board of Directors;
  • Review management’s proposals for changes in personnel compensation policy and salary structure of employees and make recommendations for consideration of the Board. President of the Audit Committee, if not already a member, will be the co-opted member of the Human Resource Committee for this function;
  • Review management’s proposals for changes in the Company’s organogram and make recommendation for consideration of the Board;
  • Evaluate the candidates and make recommendation for the appointment of senior staff in Group 26 and above. For this particular function, the Managing Director will be co-opted member of the Committee. The Committee may also co-opt any other director of this purpose; and
  • Take up any matter assigned by the Board and make its recommendations to the Board thereon.

Investment Committee of the Board currently comprises of the following directors:

Director Designation
Nadeem Inayat President
Jamil Akbar Member
Syed Bakhtiyar Kazmi Member
Sajid Mehmood Qazi Member
Adnan Afridi Member
Ayla Majid Member

The major role of the Committee is to review Diversification projects as well as Enterprise Risk Management matters of the Company and present its recommendation to the Board for consideration and approval.

Terms of Reference

The role of Investment Committee is to evaluate and discuss the feasibilities of new projects to ensure growth and diversification of the Company’s business. The Committee also assists the Board in fulfilling Board’s responsibilities with regard to the risk management and amongst other things, responsible for ensuring the adequacy, robustness and effectiveness of risk management policies and processes.

The Committee has the following specific responsibilities:

A. Diversification:

  1. The Committee will review and recommend investment strategy relating to diversification projects, which shall be approved by the Board. The Committee shall ensure that such investments are made in accordance with the approved strategy.
  2. Review external growth opportunities, potential diversification projects, acquisitions, or divestment of existing projects/ventures, as proposed by the Management. The Committee shall evaluate performance of investments made in diversification projects over the period.
  3. Review Management’s proposals for strategic alliances with other entities/companies to achieve growth or diversification objectives of the Company.

B. Enterprise Risk Management:

The responsibilities of Committee with regard to Enterprise Risk Management, inter alia, include the following:

  1. Ensure that the Company implements sound fundamental principles that facilitate the identification, measurement, monitoring and control of risks.
  2. Delineate Company’s overall risk appetite and tolerance level in relation to risks.
  3. Ensure that Company’s overall risk exposure is maintained at prudent levels and consistent with the Company’s strategy.
  4. Evaluate annually the adequacy of the risk management function, including the background and experience of key senior risk officers, staffing adequacy, and the independence and authority of the risk management function.
  5. Review periodic reports related to management’s assessment of the Company’s risk management performance, and any other tools or reports used by management to assess and discuss the categories of risk faced by the Company, the exposures in each category, significant concentrations within those risk categories, the metrics used to monitor the exposures, and management’s views on the acceptable and appropriate levels of those risk exposures.
  6. Review the Company’s ERM Strategy and ERM Policy to ensure their suitability, including adherence to relevant legislation and regulations.
  7. Ensure that the risk management function has adequate resources and has a well-defined Annual Risk Management Plan.
  8. Review key projects of strategic nature from risk perspective.
  9. Review Audit or other findings relating to management of the Company’s risks and that follow-up actions are undertaken by the Management.
  10. Evaluate special cases where a risk (or risks) fall outside published guidelines and thresholds and make recommendations on appropriate action to the Board.

Technical Committee of the Board currently comprises of the following directors:

 

Director Designation
Jamil Akbar President
Syed Bakhtiyar Kazmi Member
Sajid Mehmood Qazi Member
Abdul Rasheed Jokhio Member
Shahid Salim Khan Member

The major role of the Committee is to review the technical and operational matters of the Company and present its recommendation to the Board for consideration and approval.

Terms of Reference

The Technical Committee shall be responsible to evaluate technical aspects of all projects/matters pertaining to the Company’s core businesses i.e. Exploration & Production and allied services and make their recommendations for consideration of the Board. The projects/matters may, inter alia, include the following:

  • Annual Exploration, Appraisal and Development work program and its Budget.
  • Farm-in and Farm-out opportunities including acquisition of working interest in a new block, acquisition of additional working interest in an existing block, partial or complete divestment of working interest in an existing block.
  • Relinquishment/surrender of working interest in an existing block.
  • Acquisition or disposal of plant, machinery and equipment pertaining to the Company’s core operations and allied services, which exceed MD’s authorized limit.
  • Capital expenditures pertaining to the Company’s core operations and allied services, not provided for in the approved annual budget and where these exceed MD’s authorized limit.
  • Company’s diversification projects.
  • Committee’s annual self-evaluation as per Code of Corporate Governance 2017.
  • Any other matter that may be referred by the Board to the Committee.

THE COMPANY

Being one of the largest petroleum exploration and production companies in Pakistan, we visualize the earth as something beautiful and mysterious, for it has so many secrets to reveal.

Intro Video

CONTACT US

21, Mauve Area, 3rd Road,
G-10/4, Islamabad, Pakistan
+92-51-111-410-410,
+92-51-2359900
+92-51-8020200
+92-51-2352859
Contact Information for investor related queries / grievances:
Mr. Muhammad Sajjad (Manager Corporate Affairs)
Tel: +92-51-111-410-410 (Ext. 483), Email: Muhammad.Sajjad@mpcl.com.pk