Governance
Board of Directors
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Mr. Zahid Majeed
Chairman
Mr. Zahid Majeed joined National Foods Limited in 1987 and helped pioneer its transformation from a small food enterprise to a leading food brand in Pakistan as Plant Director and subsequently as Corporate Marketing Director.
From the year 2000 onwards he led the drive to Internationalize the business by establishing the first international subsidiary in DMCC, Dubai. Following the acquisition of the majority shareholding in A1 cash & Carry, Cananda in2017 he served as Chairman partnering with the original sponsors to drive business growth. He has also served in various group functions leading the Textile, Environmental and Investment activities.
Zahid Majeed studied Philosophy, Politics and Economics at Magdalen College, Oxford and also as a Masters in Textile Technology from the University of New South Wales, Australia. He is a Certified Director (IOD) London and has recently successfully completed the “Board Effectiveness” program from Havard Business School. -
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.
The degree was 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
Having an experience of almost two decades, working at a senior executive position at English Biscuit Manufacturers Pvt. Ltd. (EBM), Saadia Naveed being the Director and Shareholder in the Company, is currently the Deputy Managing Director of EBM.
Saadia held the challenging position of Director Operations in the year 2002, prior to her appointment as Deputy Managing Director in 2008. Under her stewardship, EBM has witnessed remarkable achievements like exponential volume growth, enhancement of Production capabilities and Technical Advancements such as Oracle based ERP system in 2003-04 enabling the team to adapt quickly and be more responsive to the current and future challenges leading to the successful implementation of SAP along with its business intelligence and other value-added models. 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.
Saadia also represents the Boards of Hoechst Pakistan Limited (Formerly Sanofi-Aventis Pakistan Ltd.), Shield Corporation, Employers Federation of Pakistan (EFP), AKUH Corporate Committee for University Advancement, and Management Association of Pakistan (MAP). She was the first ever female President of MAP from June 2013 till March 2015. As President of MAP, she 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 engaged 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 & Wonder Women of the Year awards for her contributions to business excellence in Pakistan. Soft-spoken, a true friend 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 other professional organizations including Institute of Directors (IOD) London, National Academy of Performing Arts (NAPA), Korangi Association of Trade & Industry (KATI), and Karachi Chamber of Commerce & Industry (KCCI). -
Mr. Zouhair Abdul Khaliq
Independent Director
An international business executive with experience in board level strategy, M&A, turnarounds, telecommunications, mobile financial services, microfinance and real estate, Mr. Khaliq has vast experience in diverse fields that he is now bringing to Friesland Campina Engro Pakistan Limited. He is the Managing Partner at ICE Advisory LLP, holding a portfolio of Advisory & Non-Executive Board positions. Previously, he has worked with Orascom Telecom Holdings, the GSMA, Gemini Holdings, Motorola UK, the Dhabi Group, Millicom International, the ICI Group and PWC. He was the CEO of Mobilink between 2003-2008, and grew the company from 1 million to 31 million customers. Mr. Khaliq has also served on the boards of mobile operators in Algeria, Tunisia, Egypt, Pakistan, Bangladesh and Jordan, and on the boards of the public sector at the Islamabad Stock Exchange and ICT R&D Fund. He was previously the Non-Executive Director on the board of Du Telecom – Emirates Integrated Telecom Investment Holdings Limited, along with being the Senior Advisor at Voltaire Capital UK & on the Advisory Board of Ding Ireland, a mobile top-up company. He is currently on the Advisory Board of Field Force LLC USA, a software analytics company. He is also a member of the Board of Regents of Harris Manchester College, Oxford University UK, a member of the Institute of Chartered Accountants in England and Wales, and an alumni of INSEAD, France.
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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. During this period, he worked for the Bank of Tokyo-California.-Mitsubishi in New York as well as American Honda in Torrance, California. He is Atlas Group Director Financial Service and President/Chief Executive of Atlas Battery Limited. He serves on the Board of Atlas Asset Management Limited, Atlas Insurance Limited, Shirazi Investment (Pvt.) Limited, National Management Foundation (sponsoring body of LUMS), Techlogix International Limited, Cherat Packaging Limited, Pakistan Cables Limited and Pakistan Society for Training and Development. Previously he has also served on the Board of National Clearing Company of Pakistan Limited (NCCPL).
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); He was the curator of Amin Gulgee’s most recent solo-exhibitions. The Spider Speaketh in Tongues, at the South Asia Institute, Chicago, 2022 and Spooky Action at a distance at Canvas Gallary, Karachi, 2023 . His writing has been included in numerous publications, as well as in the form of feature-length articles for The Friday Times. Adam is the Chief Growth Officer of ATC Holdings, a role which allows him to traverse all aspects of the group in the endeavour of maximising growth opportunities and expanding the business internationally. This includes innovations, expansion into the international mainstream, and the pursual of new business ventures.
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Mr. Abrar Hasan
Chief Executive Officer
Mr. Abrar Hasan is the Global Chief Executive Officer (CEO) at National Foods Limited (NFL) and has been a Director on the Board of NFL since 2000.
In 1993, Mr. Hasan joined NFL as Plant Director; in 1997, he was elected Deputy Managing Director, and shortly after as CEO. He has steered the company to deliver steady growth year on year, from PKR 200 million in 1993 to a PKR 50 billion leading multi-category food company in Pakistan, with over 250 different products, marketed in Pakistan and exported to 40 countries.
The company currently holds Global Food safety BRCGS, HALAL, Social Compliance SEDEX, QMS ISO 9001, Food Safety Management System 22000, Environment, Health and Safety 45001 and 14001 certifications, along with Laboratory accreditation by PNAC, reflecting NFL’s commitment to exceptional quality, food safety, ethical practices, workplace safety, and environmental sustainability.
Recognizing the vital role of Technology, under Mr. Hasan’s leadership, 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 six-month deployment. NFL has recently upgraded SAP Systems to S/4HANA on Cloud.
Mr. Hasan has played a pivotal role in NFL’s "Seed to Table" initiative in partnership with major seed, nutrition and crop protection companies, progressive farm management companies and agri-tech startups to revolutionize food crop farming through advanced agritech solutions, enhancing production, and implementing scalable, responsible practices to promote self-sufficiency goals.
He is also a Director at National Foods DMCC (NFDMCC), a wholly owned subsidiary of NFL; a Director at National Epicure Inc. Canada (NEI) and National Foods Pakistan UK Ltd., and a Director at A-1 Bags & Supplies Inc. Canada, a subsidiary of NEI.
Since 2018 he has been an Independent Director on the Board of Cherat Cement Company Ltd. Other Directorships Mr. Abrar Hasan currently holds are at:
ATC Holdings (Pvt) Ltd.
ATC Technology Consultants (Pvt) Ltd.
Associated Environment & Energy Solution (Pvt.) Ltd
Epicure DMCC
National Epicure USA Inc.
Associated Textile Consultants (Pvt.) Ltd.
Pakistan Business Council
Mr. Abrar Hasan studied Industrial Management and Industrial Engineering from Purdue University, Indiana, USA, and is a Certified Director from the Pakistan Institute of Corporate Governance.
A1 Cash & Carry
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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 | |
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Messrs. KPMG Taseer Hadi & Co. Chartered Accountants | Sheikh Sultan Trust Building No.2, Road, Karachi |
Legal Advisor | |
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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. Stakeholder collaboration and innovative, regulation-compliant CSR initiatives are encouraged. Monitoring, reporting, and communication systems ensure compliance and progress tracking, with initiatives disclosed in the Annual Report.
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.
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Form of Proxy (English)
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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