GOVERNANCE

The highest management body is the Board of Directors where directors are re-elected after every three years. The Board of Directors comprises of thirteen directors; one executive director and twelve non-executive directors. Out of twelve non-executive directors four are non-executive independent directors including two directors representing minority/non-controlling interest. The independent directors do not have any material pecuniary relationship with FFC. Twelve members of the Board are male, and one board member is female.

The Chairman of the Board of Directors is non-executive. His only relationship with FFC is his role as Chairman of the Board of Directors (neither he nor any person related to him, is employed by FFC or a company that does business with FFC or is affiliated through a consultancy or similar agreement). The Chairman and members of the Board Committees are selected from the board members. The Board has constituted Committees of directors with adequate delegation of powers to effectively focus on the issues and ensure expedient resolution. These Committees meet as often as required to oversee the performance in respective areas. Each Committee has its own charter with goals and responsibilities.

The Committees of the Board are Audit Committee, System and Technology Committee, Project Diversification Committee, Human Resource & Remuneration Committee and Management Committees i.e. Executive Committee, Business Strategy Committee and CSR Committee. Extensive details on Board Committees can be found at page 21 of our 2016 Annual Report.

The Board of Directors meet at least once a quarter. The CE & MD, CFO and other members of the Executive Committee and/or other employees or third parties regularly attend the meetings of the Board of Directors at the invitation of the Chairman for the purpose of reporting or imparting information. The Committees report on their activities and results to the Board of Directors. They also prepare the business of the Board of Directors in their assigned areas.

The Board of Directors has delegated the executive management of the Company to the CE & MD for smooth operation of Company’s business.

In 2016, the Board of Directors of FFC consisted of twelve Pakistani citizens and one Danish citizen. The members of the Board of Directors were all at least 50 years old except one. FFC has not introduced any specific quotas for women, specific nationalities, ethnic minorities or special age groups for the Board of Directors. The members of the Board of Directors also hold significant positions in other companies, the details can be found in “Profile of the Board” section on page 16 of the 2016 Annual Report of the company for the year ended on December 31st, 2016.

The members of the FFC Board of Directors are elected through an election at the general meeting. The existing board members were re-elected in September 2015 at an extra-ordinary general meeting. The nominated directors are appointed by the sponsoring body and financial institutions. The applicable legal and regulatory framework which defines parameters regarding qualification and composition of the Board of Directors for smooth running of the business and promotion of good corporate culture is followed. FFC is an equal opportunity employer and members of the highest governing body are selected on merit. FFC has on its Board highly competent and committed personnel with vast experience, expertise, integrity, and strong sense of responsibility required for safeguarding of stakeholders’ interest. The Board is comprised of qualified directors with diverse backgrounds in the field of business, finance, engineering and other disciplines.

We avoid conflicts of interest and ensure that corporate assets are not misused. We have a formal code of business ethics and anti-corruption measures in place to avoid conflict of interest among highest governance body members as well as among employees. The code clearly refrains from conflict of interest and in case conflict of interest is not avoidable, it requires to be reported to the highest governing body for resolution.

We are committed to act ethically and sustainably in all of our business activities. Key structural and control responsibilities related to sustainability have been delegated to the CSR committee which evaluates and guides all sustainability efforts as efficiently and effectively as possible at every level of the organization. The Chief Executive and Managing Director (CE & MD) chairs the committee, while the heads of the following key functions are committee members: Finance, Internal Audit, Marketing, Production, and CSR. This is designed to ensure that all relevant strategic sustainability initiatives and activities are agreed with

FFC’s corporate governance bodies and are in line with FFC’s approach towards sustainable value creation.

The Committee evaluates challenges and trends, sets the company’s medium and long-term objectives and initiates sustainability initiatives accordingly. The Committee is entrusted with the responsibility of steering the direction of CSR activities from donations and welfare activities to mainstream sustainability initiatives aligned with international guidelines and standards and review and approval of annual sustainability report. The CSR Committee ensures that the Company, being a member of the United Nations Global Compact, strictly adheres to its principles and makes a notable contribution to the Sustainable Development Goals.

The management role in shaping sustainability policy is performed through the Executive Committee and CSR Committee, which provide guidelines for sustainable operation and effective control thereof, and have the power to define guidelines. The frameworks and measures are monitored by FFC’s Robust Risk Management System, a system to identify, evaluate and manage (relevant) risks to the company’s operations. FFC corporate risk management is designed to:

• Coordinate and develop entire organization’s risk management activities and integrate risk management into the business process. A differentiation is made between strategy, operational, financial, commercial and other corporate areas;
• Clearly allocate risk management responsibilities;
• Inform, train and motivate employees to effectively implement the risk management system;
• Identify and analyze risks reliably, carefully draw up meaningful reports, and avoid risks;
• Ensure that all significant risks and avoidance/counteractive measures are indeed reported to the respective Board Committees via the relevant managerial levels, and serious risks are presented to the Board of Directors via the CE & MD for appraisal.

The Board of Directors has delegated the responsibility to respective committees for ensuring that the Enterprise Risk Management (ERM) system is operational and working. The Committees therefore has managerial responsibility for the implementation and performance of the ERM system. The Committees also take into account stakeholder concerns identified through stakeholder engagement, while identifying and managing economic, environment and social impacts.

Sustainability efforts focused on reducing environmental footprint and increase of value creation potential is required to be monitored continuously to identify issues and take corrective actions. We have systems in place to ensure production safety to limit the impact of business activities on the health, safety and environment (HSE) as far as possible. Our products are environment friendly, however, we are focused to make the packaging as well as processes more environment friendly. One of the important corporate goal is to ensure human safety and protect the environment, therefore we have developed an extensive set of policies and measures as part of HSE management. Employee training sessions are held regularly in this connection and processes, procedures and measures are continually monitored, both in-house and by external audits of the management systems.

We are aware that the HSE management system is a component of process and strategy planning and includes an ongoing compliance audit of the corresponding rules and regulations. All employees are responsible for the efficiency of the HSE management system as it relates to their particular job, position, and qualifications. We observe and analyze all areas that could affect the precious capitals and the efficient use of resources, especially, material consumption, energy management, water and wastewater management, greenhouse gases emissions and potential impacts of planned activities.

All production plants are scrutinized on continuous basis for potential risks and optimization opportunities. The results of these activities are included in the risk control system, analyzed for urgency and relevance, and then implemented as per requirement. We are also making efforts to include HSE criteria in our business relationship with suppliers, contractors and service providers. The selection procedure that is part of procurement management currently takes into account only economic and UNGC Principles related aspects. We are keen to work with our supply chain on sustainability to manage our impacts in the supply chain as well as to improve the entire value chain.

The extensive information on potential dangers and opportunities relating to health, safety, environment, impacts on local community and ability to create value over time is shared with the management through the CE & MD. The Committees use the risk management system to record, analyze and present all relevant risks for consideration and action. The reporting is carried out throughout the year and discussed in the relevant Committees. The HSE related risks are communicated through the HSE department while other risks are reported separately through the Risk Management System of the company. The Audit Committee reviews major issues regarding the status of compliance with laws and regulations, and the code of conduct. The internal audit department reports to the Audit Committee with regard to the status of the compliance with laws but also with regard to the code of conduct violations that occurred in the course of the year, how they were investigated and, if necessary, how violators were disciplined and organizational measures were implemented to avoid similar violations in the future. Based on the inputs of different Board Committees, the Board of Directors formally review and discuss organizational impacts, risks and opportunities in its quarterly meetings.

Human Resource and Remuneration Committee of the Board of Directors evaluates on an annual basis the degree to which objectives of the company as a whole and particularly those of the Executive Committee have been met. Based on the evaluation of the performance against operational and sustainability related goals, recommendations are made for approval of the Board of Directors. This procedure ensures that bonus payments to employees, including executives, are also in line with FFC’s overall performance and objectives. The members of the Board of Directors and especially the Executive Committee have expertise in managing economic, environmental and social issues. To ensure they keep abreast of current trends and developments in the aforementioned areas, FFC ensures participation of its management and staff in relevant trainings and involvements in international and national conferences and meetings.

Our remuneration policy is focused to provide remuneration, which is competitive and in line with market conditions – high performance high reward – transparent and goal oriented. Remuneration policy of directors aims at encouraging and rewarding good performance/contribution to the objectives. The directors’ performance is evaluated by setting specific, measurable, achievable and realistic goals for the year and evaluation of the performance of each member against these goals. The evaluation of the Board of Directors performance is a self-assessment against defined goals, carried out quarterly and discussed in the Board meetings to take necessary actions to meet the defined objectives. There were no changes in membership or organizational practice as a result of performance evaluation. The remuneration of CE & MD is paid as recommended by the Human Resource and Remuneration Committee and approved by the Board of Directors and Shareholders. A fee is paid to the Directors to meet the expenses incurred by them in attending the Board meetings, which is also approved by the Board of Directors and is in accordance with applicable guidelines. The company does not pay remuneration to non-executive directors, except for the directors’ fee.

To retain the best talent, our compensation policies are structured in line with current industry standards and business practices. FFC is a good employer with a meager turnover rate despite of industry’s expansion. The appraisal system practiced is comprehensive in nature and includes a performance review on financial and nonfinancial parameters. FFC does not disclose some of the information, being sensitive and proprietary in nature, i.e. ratio of annual compensation within the organization and the ratio of percentage increase in annual compensation within the organization.

The Human Resource and Remuneration Committee analyzes and discusses market developments and their possible impact on FFC for providing recommendations to the Board. FFC’s decision-making processes are very open and also involve key stakeholders in important decisions. The stakeholders input with respect to the remunerations is collected through annual meetings as well as Collective Bargaining Agents (CBA).

We value the concerns/recommendations of our shareholders. The shareholders’ can give their feedback/recommendation in General Meetings of the company as well as by sending letters or emails to the corporate relations department using the address available on the company’s website. The concerned officials regularly evaluate the feedback and action is taken as per need.

The employees may submit requests or recommendations at any time to the company, its management, or the appropriate bodies through their supervisors or managers. The Board of Directors has delegated the collection of recommendations to the Executive Committee. FFC values the concerns of its employees with the aim to provide a balanced working environment for achieving the company’s objectives. Due consideration is given and suitable actions are taken on the suggestions/ideas of the shareholders and employees. However, this is subject to the suggestion being found practicable, appropriate and in the interests of the company.

The HR department at the head office and plant level provides support in connection with issues relating to the ethically correct and legally compliant conduct of employees as per the code of conduct and company policies. In this regard, regular checks and inquiries are carried out by the HR department depending on the number of queries received in relation to compliance topics, as well as particular issues and measures. The company has a dedicated system on intranet to further facilitate the process. In addition to the reporting of breaches of the code of conduct, it provides employees with the opportunity to ask questions anonymously via an intranet portal. These questions will then be answered by the concerned officers responsible within a reasonable period of time.