Governance
Board of Directors
-
Mr. Zahid Majeed
Chairman
Mr. Zahid Majeed joined National Foods Limited in 1987 and pioneered its transformation from a small food enterprise into a leading foods brand in Pakistan. Since then he has served in various capacities at NFL from heading the Corporate Marketing function to most recently establishing the International Business subsidiary, National Foods DMCC. He also introduced the concept of sustainability by establishing a Corporate Social Responsibility (CSR) platform here at NFL. Mr. Zahid Majeed played a significant role in initiating a Public-Private Partnership with UNICEF to launch the first Iodized Salt in the mid 1990’s under the CSR umbrella along with various other education, health and nutrition initiatives with focused efforts to address women empowerment. Mr. Zahid Majeed also heads the Textile, Energy, Environment Business and Investment Divisions with in the Associated Technology Consultants Private Limited (ATC). Mr. Zahid Majeed studied Philosophy, Politics and Economics at Magdalen College, Oxford University and later acquired a Masters Degree in Textile Technology at University of New South Wales, Australia. Recently, Mr. Zahid Majeed also qualified for the Certificate in Company Direction from the Institute of Directors (IOD), London, an International Certification that proves his commitment to the highest standards of Corporate Governance.
-
Mr. Abrar Hasan
Chief Executive Officer
Abrar Hasan is the Chief Executive Officer of National Foods Limited, the leading multi-category food company in Pakistan producing over 250 different products, marketed both in Pakistan and exported to 40 countries worldwide. Under his leadership, NFL has become a Rs. 50 billion conglomerate, with ISO: 9001, ISO: 22000, HACCP & BRC certifications along with numerous industry awards.
Mr. Hasan joined NFL as Plant Director in 1993 and held that position for 4 years. He was elected Deputy Managing Director in 1997 and then as Chief Executive shortly thereafter. In 1996, he led the development of a comprehensive Human Resource Management System which was the first of its kind for any national company in the country. He also led the development of an international marketing infrastructure starting in 1999.
As the Chief Executive, Mr. Hasan is providing direction and leadership to the Company by setting a clear vision for future growth, which aims to create food that enriches the lives of people every where; not just geographically but through multiple customer touchpoints. The Company is set to deliver its long-term goals by focusing on top brands, growing customer base and aggressive international expansion.
Mr. Hasan has actively pursued new market opportunities and delivered successful strategies to drive NFL’s vision, focusing on continuous innovation, highest standards of quality and superior consumer value. He has steered the company to deliver steady sales growth year on year, clearly evident from the dramatic expansion in sales, from only Rs. 200 million in 1993 to Rs. 50 billion today; an enviable growth rate, ranging from 20% to 30% each year; despite tough economic conditions. This is a result of foresightedness into providing dedicated focus to each category through a customer-centric approach.
Recognizing the vital role of Information Technology in business development, Mr. Hasan brought about an IT revolution in the Company. In February 2003, NFL became the first local food company to put in an ERP system (Scala) which was subsequently upgraded to SAP ERP system, in a record 6-month deployment. Currently, National Foods is in the process of incorporating SAP S/4HANA which is the latest ERP by SAP and enables to take quicker and more accurate business decisions.
Through the platform of the Pakistan Advertisers Society (PAS), Mr. Hasan was part of the team which launched TAM Peoplesmeter in Pakistan in September 2007 and the MEMRB Consumer 14 insight Survey, in August 2008, both first-of their kind tools in Pakistan. He has also pushed for regulating advertisement ethics via PAS. As past Chairperson, Anti-counterfeit and Infringement Forum (ACIF), Mr. Hasan strongly supports creating awareness about counterfeit and IP infringement among consumers and other stakeholders.
Mr. Hasan is a staunch supporter of Environmental, Social & Governance (ESG) matters; an Adult Literacy Program for women was started at NFL as early as the year 2000. In 2007, he spearheaded the development of a Sustainability Strategy, which is guiding all business functions across the board till today and focuses on Responsible Business Practices and Triple Bottom Line.
As a visionary and marketing leader, Mr. Hasan has addressed audiences of a diverse section of marketing organizations, conferences, seminars, educational institutions, and various publications. He has appeared on several business TV talk shows discussing the business environment and economy in general. He has been the recipient of numerous accolades, including Marketing Excellence Award 2008 from the Marketing Association of Pakistan (MAP).
Mr. Hasan has also played a leading role in the establishment and working of Pakistan’s first Collateral Management company, Naymat Collateral Management Company, that will bring formal credit to the farmers through financial institutions. He currently is the Chairman of the Board.
His local and national activities include:
Board Memberships
- National Foods Limited (Public Listed)
- National Foods DMCC UAE (Private)
- National Epicure International, Canada (Private)
- A1 Cash and Carry, Canada (Private)
- ATC Holdings Ltd (Private)
- ATC Technology Consultants Ltd (Private)
- Associated Energy and Environment Solutions Ltd (Private)
- Cherat Cement Ltd (Public Listed)
- Friesland Campina Engro Pakistan Ltd (Public Listed)
- Chairman, Naymat Collateral Management Company (Private)
- Pakistan Business Council (Section 42)
Other Associations
- (Past) Chairperson, Anti Counterfeit and Infringement Forum
- (Past) President, Pakistan Advertisers Society
- (Past) Member, The Health Foundation
- Member, Management Association of Pakistan
- Member, Marketing Association of Pakistan, and
- Founder member, Editorial Advisory Board, Triple Bottom Line magazine.
Mr. Hasan resides in Karachi, Pakistan, and is a graduate of the Krannert School of Management at the Purdue University in Indiana.
-
Mrs. Noreen Hasan
Non-Executive Director
Mrs. Noreen Hasan graduated in 1991 after completing her Bachelor’s Degree with HONS in “Medieval and Modern World History” from the University of Birmingham, UK; being awarded with two First classes for her dissertation on “The Guatemalan Crisis of 1956 and Anglo American Relations”, it was published by the University. Mrs. Hasan’s experience is well focused on CSR and philanthropic activities. Her present involvement includes activities for the “Children’s Cancer Foundation Pakistan Trust”. She has actively organized and raised funds on a continuous basis for the Trust which is now affiliated with the Indus Hospital to increase sustainability and awareness. On a smaller scale, Mrs. Hasan has also been involved in various other charity groups some of which include financially supporting the Education and Children’s Health Organization (Echo) Foundations in Gharo and sponsoring underprivileged children for a school in Rashidabad.
-
Mrs. Saadia Naveed
Non-Executive Director
Saadia Naveed is the Deputy Managing Director of English Biscuit Manufacturers (Pvt.) Ltd. (EBM). She was also the President of the Management Association of Pakistan (MAP), the first ever female President, since June 2013 till March 2015. Mrs. Saadia Naveed after completing her graduation moved to the field of chartered accountancy and was associated with A.F Ferguson & Co. for over four years, conducting and supervising audits as a senior in various national and multinational organizations. She joined EBM in the year 2002 and held the challenging position of Director Operations prior to her appointment as Deputy Managing Director in 2008. Under her leadership, EBM has witnessed exponential growth from sales of 11,000 tons in 2001 to 115,000 tons in 2014. The company has also undergone numerous upgrades and expansions in its production capabilities as well as its technical and human resources. Saadia is a true team leader who works closely with Departmental Heads to further improve organizational systems, processes and policies. It is her contribution and sound knowledge of finance that made EBM a self-sufficient and debt-free organisation. As President of MAP also she had contributed significantly to raise the profile of what is already one of the most acclaimed management organisations in the country. She focused on creating greater awareness of good management practices, and promoted the recognition of companies who actively engage in them. Saadia is a great example of a dynamic leader and an inspiration for Pakistani women aspiring to take leadership roles. In 2012, she received Marketing Excellence and Wonder Women of the Year Award for her contributions to business excellence in Pakistan. Soft-spoken and deeply interested in uplifting the lives of those around her, she is a keen supporter of various philanthropic initiatives in addition to her professional role. She is also an active member of several professional organizations including Pakistan Business Council (PBC), Institute of Directors (IOD) London, National Academy of Performing Arts (NAPA), Korangi Association of Trade and Industry, Karachi Chamber of Commerce and Industry, Arts Council of Pakistan and Chairman, AKUH Cancer Society.
-
Mr. Ehsan A. Malik
Independent Director
Mr. Ehsan A. Malik is currently serving as the Chief Executive Officer of Pakistan Business Council. From 1st September 2006 to 31 October 2014 Mr. Malik was the Chief Executive Officer of Unilever Pakistan Limited and a director of Unilever Pakistan Foods Limited. Prior to this he was Chairman and CEO, Unilever Sri Lanka Limited. His earlier international appointments covered Unilever’s regional business in Egypt, Lebanon, Jordan, Syria and Sudan as well as Unilever’s Head Office in UK. These preceded senior commercial and financial roles at Unilever Pakistan. He is also a Member of the Board of Directors of Abbott Laboratories Pakistan Limited and IGI Life Insurance Limited. Mr. Malik is a Fellow of the Institute of Chartered Accountants of England and Wales and alumni of the Wharton and Harvard Business Schools.
-
Mr. Ali H. Shirazi
Independent Director
Mr. Ali H. Shirazi graduated with a BA from Yale University, U.S.A. in 2000 and thereafter completed his Masters in Law from Bristol University, U.K. in 2005. He has worked with the Bank of Tokyo-Mitsubishi in New York as well as American Honda in Torrance, California. He is member of the Group Executive Committee, responsible for Group’s financial services and President & Chief Executive Officer of Atlas Battery Limited. He is on the Board of Atlas Asset Management Limited, Atlas Insurance Limited, Techlogix International Limited, National Management Foundation (sponsoring body of LUMS), Cherat Packaging Limited, Pakistan Cables Limited. He also enjoys membership of Young Presidents Organization (Treasurer) and Pakistan Society for Training and Development. He is a ‘Certified Director’ from the Pakistan Institute of Corporate Governance and in 2018 completed the Owner / President Management Program (OPM) from Harvard Business School.
-
Mr. Adam Fahy Majeed
Executive Director
Adam Fahy-Majeed received his Master’s degree in Modern and Contemporary Art History, from the School of the Art Institute of Chicago in 2021. He graduated from the University of Leeds in 2019, receiving a first class Joint Honours BA in History of Art and Italian. Adam has been involved in a wide variety of artistic projects relating to his field of academic expertise, including: the first Karachi Biennale in 2017 (curatorial team member); Amin Gulgee’s 7 and 7.7 solo-exhibitions, Rome, 2018 (assistant curator); The Trojan Donkey, 2020 (curator); Healing II, Karachi, 2020 (curator); The Q Rickshaw Project, Karachi, 2022 (curator). He was the curator of Amin Gulgee’s most recent solo-exhibition, The Spider Speaketh in Tongues, at the South Asia Institute, Chicago, 2022. His writing has been published in numerous catalogues, as well as in the form of feature-length articles for The Friday Times.
Adam is Executive Director at National Foods Limited and Non-Executive Director at ATC Holdings (Private) Limited. Adam’s role allows him to traverse all aspects of the group in the endeavour of maximising growth opportunities and expanding the business locally and internationally. This includes innovations, international expansion, new product development, and the pursual of new business ventures. Adam’s current title at NFL is Chief Growth Officer.
A1 Cash & Carry
-
Mr. Amjad Parvaiz
Chief Executive Officer
Mr. Amjad Parvaiz - a renowned Canadian/Pakistani businessman is the founder of A1 Cash + Carry, who led this venture to become the largest Foodservice Cash & Carry in Ontario. Its 6 locations, built on 250,000 square feet of area, stock more than 5000 products, besides selling through a convenient E-commerce platform, along with 9 Full-Range categories for Restaurateurs. Mr. Amjad Parvaiz set out on his entrepreneurial journey more than 40 years ago, with a mission to establish something bigger and better than; what the small village of Mian Wali offered. 10-year-old Amjad persuaded his father to let him travel to Lahore alone. As the big city promised a new world of opportunities and quickly transformed his personality, he was inspired for extra-ordinary success and growth in life. Only one year later, the diligent performance of Amjad and his father, soon led to the establishment of one small business after another, to generate wealth and capital for the family. Amjad moved to Canada at the age of 22 and had to do laborious odd-jobs to meet his family needs. Within 5 years, Amjad got the opportunity to set up a business, selling shopping-bags. Despite his lack of knowledge about this industry and its customer-segments, his passion enabled him to quickly learn the dynamics of this trade and become his own boss. He focuses completely on this new venture: A1 Bags & Supplies Inc. His father-in-law’s garage served as the first warehouse for the bags business, which grew rapidly to afford a self-storage unit and shortly after that Amjad signed his first lease of a big warehouse, measuring 1,800 square feet. Over the next 18 years, the business location had to be strategically moved 10 times. In 2011, he availed the opportunity for a One-Stop restaurant-based - cash and carry, in Mississauga. It was the first 50,000 square feet cash and carry in Ontario, with a complete range of frozen-foods, fresh ingredients, Dry-foods, food-packaging and janitorial supplies. Today, the same business has a capacity to serve more than 500 customers, every day. Since then, Amjad has grown as a leader and businessman, because of his father’s memorable words of wisdom, saying: “Always work hard with honesty, integrity and take care of the customers and employees.
Auditors | |
---|---|
Messrs. KPMG Taseer Hadi & Co. Chartered Accountants | Sheikh Sultan Trust Building No.2, Road, Karachi |
Legal Advisor | |
---|---|
Mr. Jawad Ahmed Qureshi | 153-K, Sufi Street, Block 2, PECHS, Karachi |
Policies
The policy aims to ensure fair remuneration for non-executive directors, including independent directors, maintaining their independence while supporting the Board in overseeing contributions to the company's objectives, corporate governance, and long-term shareholder value creation.
The Board, in consultation with the HR&RC, establishes remuneration for Directors, ensuring alignment with expertise, market standards, shareholder interests, and long-term company success. If HR&RC cannot decide, the matter will be referred to the Board. Directors do not determine their own remuneration; it is annually benchmarked by the HR&RC or independent consultants. They receive meeting fees based on their roles.
The purpose of this policy by National Foods Limited is to ensure transparency in disclosing material information to shareholders, potential investors, stakeholders, public, and regulators in a timely manner. The aim is to provide a level playing field for all investors to make informed investment decisions. This policy aligns with applicable laws, regulations, including those of the Pakistan Stock Exchange, the Listed Companies (Code of Corporate Governance) Regulations 2019, Companies Act 2017, and leading industry practices.
The company prioritizes timely disclosure of information affecting share price and designates specific individuals for communication with stakeholders. Non-Disclosure Agreements are implemented for future-oriented information, and responses to market rumors are made only when necessary for investors. Investor participation in general meetings is encouraged, with board and management attendance to address queries. A grievance handling channel for investors is established, ensuring provision of accurate information to shareholders, investors, and regulators as required by law. Closed periods are announced before significant announcements to prevent insider trading, and employees are trained accordingly. All necessary information is made available on the company's website, with strict adherence to applicable laws, regulations, and corporate governance standards.
The purpose of this policy is to maintain stakeholders' trust by identifying, disclosing, and managing conflicts of interest effectively to uphold the Company's reputation and integrity. It covers personal and business conflicts and applies to all directors, officers, managers, employees, their immediate/close family members, and any other individuals or entities working for or on behalf of the Company.
The company defines conflicts of interest as actual, potential, or perceived situations where individuals' interests diverge from the Company's, including examples like holding interests in competing organizations or accepting gifts that may compromise the Company's interests. Employees are obligated to act in the Company's best interests and promptly disclose all conflicts. Business is conducted to uphold stakeholders' rights and interests, with a focus on prioritizing and internally escalating conflict disclosures. Conflicts of interest are reported to Human Resources and records are kept, with disciplinary actions in place for policy violations, including potential dismissal.
The purpose of this policy is to establish guidelines for financial and other authorities defined in the Limit of Authority (LOA) schedule. The main objectives are to ensure smooth operations, prevent duplication of efforts, decentralize authority to an appropriate level, and enable employees to focus on their core responsibilities. This aims to streamline routine operational tasks in a controlled and efficient manner, reducing time spent on such matters.
The policy outlines guidelines for delegating financial powers within the company, emphasizing materiality's impact on operations and financial health. Financial powers are delegated to the CEO and direct reporters via the Schedule of Authority (SOA) for statutory, banking, and vendor approvals. Activities not covered require review by the CFO or MANCOM, and approval by the CEO for legal or ethical risks. Board-granted powers are limited and periodically reviewed by the CEO for alignment with organizational changes. Signing authority reassignment during vacancies or withdrawals adheres to laws and regulations.
The purpose is to align marketing strategies with the company's vision, aiming to promote the brand consistently for positive public perception and stakeholder relationships, fostering brand advocacy. The marketing policy emphasizes alignment of strategies with the corporate vision, annual plan approval by the Board, and informed decisions backed by market research. It stresses the importance of maintaining brand integrity, truthful advertising, and nutritionally sound health benefit claims.
The policy aims to drive long-term growth and competitive advantage by focusing on value creation, leveraging technology to enhance supply chain operations, and fostering strong partnerships with vendors and internal stakeholders.
The procurement policy prioritizes competition and total cost consideration, promoting fairness, integrity, and transparency. It emphasizes a resilient supply chain and transparent vendor selection based on predetermined criteria and a vendor Code of Conduct. Zero tolerance for non-compliance and corruption is enforced, with consideration for vendor interests. Competitive bidding, reduced reliance on single sourcing, and adaptation to technological changes are key goals. Centralized procurement management ensures cost efficiencies, supported by valid purchase orders and contracts while protecting proprietary information. The policy establishes a compliant procurement framework, with oversight possibly through a Procurement Committee, adhering to laws and regulations.
The Board of Directors of National Foods Limited intends to implement this Policy in accordance with relevant laws and regulations, including the Companies Act 2017 and Listed Companies (Code of Corporate Governance) Regulations 2019. The Policy aims to ensure proper identification, review, approval, governance, monitoring, and reporting of transactions between the Company and its Related Parties.
The policy mandates directors to declare interests, employees to identify related parties, and ensures commercially viable documentation for such arrangements. It outlines approved pricing methods for arm's length transactions and requires justification for non-arm's length ones. Related party transactions are reviewed by the Board Audit Committee and approved by the Board, with unapproved transactions reviewed within 90 days. Compliance with internal policies, laws, and accounting standards is emphasized, along with mechanisms for disclosure and review by the Financial Reporting department. Additionally, local laws take precedence in case of conflicts with the policy.
The policy aims to assess the accountability, transparency, and effectiveness of the Board of Directors and its committees at National Foods Limited, ensuring their dedication to effective corporate governance and alignment with the company's strategy and objectives.
The policy establishes a formal mechanism overseen by the Board Secretary to evaluate the performance of the Board, individual members, and committees. This evaluation aims to assess behavioral attributes, cultural aspects, and overall effectiveness through a comprehensive questionnaire covering areas such as Board composition, leadership, planning, effectiveness, accountability, company strategy, and committee performance. Evaluations will be conducted annually by the Company and facilitated by an external independent evaluator at least once every three years.
The policy aims to help National Foods Limited achieve its strategic goals and business objectives by establishing an integrated risk management framework. This framework will facilitate the proactive identification, mitigation, and monitoring of business risks in a collaborative manner.
The Board sets risk appetite and oversees the framework, with possible assistance. Business Units manage risks and make decisions, while Risk Management designs and monitors the framework, escalating issues. Internal Audit provides assurance. The company adopts a structured approach, defining risk appetite to achieve objectives. It maintains systems, provides training, maintains registers, and establishes monitoring/reporting mechanisms. Management analyzes roles, and employees participate in minimizing risks, ensuring adherence to laws/regulations.
National Foods Limited is committed to sustainable development through business practices and partnerships, aiming for a sustainable and equitable future. The CSR and sustainability policy guides ethical culture and a sustainable business model. Management drives sustainable development goals through environmental, social, and governance priorities, funded from profit after tax with Board approval for additional efforts. Stakeholder collaboration and innovative, regulation-compliant CSR initiatives are encouraged. Expenditures follow an approval process outlined in the Schedule of Authority Matrix. A dedicated Sustainability Committee oversees frameworks and procedures, fostering innovation and continuous improvement through employee training. Monitoring, reporting, and communication systems ensure compliance and progress tracking, with initiatives disclosed in the Annual Report. The Culture and Sustainability team implements the policy within a governance structure.
National Foods Limited prioritizes the safety of employees, vendors, contractors, and the public. They aim to integrate effective environmental, health, and safety programs into their business to minimize risks and ensure compliance with international standards. The company commits to providing resources and support for continuous improvement in health, safety, and environmental management.
The company's HSE policy prioritizes a safe work environment and environmental responsibility through continuous improvement. It fosters a culture of accountability, transparency, and dialogue, integrating HSE considerations into all decisions and operations. The goal is zero accidents through HSE training at all levels. Supervisors and managers ensure health and safety, with all expected to work safely and environmentally friendly. Robust reporting and monitoring, along with a management system, improve HSE performance. Non-compliance results in disciplinary action, with communication ensuring stakeholder compliance.
The purpose of this policy is to guide National Foods Limited in effectively planning, sanctioning, monitoring, and controlling capital expenditure to ensure the enduring benefits of such investments.
The company's capital expenditure policy focuses on strategic planning and management of assets. It aligns with overall strategic direction, supported by feasibility studies and financial projections, following accounting standards. It evaluates projects against management disciplines, distinguishes between capital and operating expenditure, and adopts a cost model. Proper asset management includes unique identification numbers, asset registers, and physical verifications. Emphasis is placed on physical security, procurement policy compliance, and maintaining a framework aligned with the policy.
Notices
Proxies in number and value
Details of proxies in number and value deposited by each candidate.
-
Form of Proxy (English)
Format: PDF | filesize: 2 MB -
Form of Proxy (Urdu)
Format: PDF | filesize: 2 MB -
E Dividend Mandate Letter (English)
Format: PDF | filesize: 2 MB -
E Dividend Mandate Letter (Urdu)
Format: PDF | filesize: 2 MB -
Undertaking for determination of
Format: PDF | filesize: 2 MB
Residential Status for the Purpose of Tax Deduction on Dividend -
Affidavit for Zakat Exemption
Format: PDF | filesize: 2 MB