انتظام

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.