Page 43 - InterloopAnnualReport2021

The overall performance of the Board and its sub- addresses any specific questions by the Board members.
committees measured on the basis of approved criteria The performance of the CEO is assessed through the
remained satisfactory. evaluation system set by the company. The principle factors
of evaluation include financial performance, business
DIRECTORS' TRAINING PROGRAM processes, compliance, business excellence and people
management.
All Directors are fully conversant with their duties and
responsibilities as Directors of corporate bodies. By
CHAIRMAN'S REVIEW
June 30, 2021, all Directors had acquired the prescribed
certification under Directors Training Program or are The Chairman’s review included in the Annual Report deals
exempt from the Directors’ Training Program by virtue inter-alia with the economic outlook, performance of the
of experience as per the requirements of the Companies company, role of the Board of Directors & future prospects
Listed (Code of Corporate Governance) Regulations, 2019 and uncertainties.
that meet the criteria specified by the Commission and
approved by it. REVIEW OF RELATED PARTIES
TRANSACTIONS
The Board is kept up-to-date on legal, regulatory
The company has executed all transactions with its related
and governance matters through regular papers and
parties at an arm’s length price except where it has been
briefings from the company Secretary and presentations
disclosed in the financial statements. In compliance with
by internal and external advisors. Directors are
the Companies Listed (Code of Corporate Governance)
responsible for upholding the Corporate Governance
Regulations, 2019 and applicable laws and regulations,
and giving the company a strategic direction. To
details of all related party transactions are placed before
optimize the effectiveness of the Board, it is pertinent
the Audit Committee and upon recommendation of the
for new members to learn about the dynamics and
Audit Committee, the same are placed before the Board
operations of the company. Your company conducts
for review and approval. For information on transaction
various training programs to make sure that the entire
with the related party in 20020-21, please refer to the
Board is aligned with the Organization’s Mission and
Notes to the Financial Statements.
Corporate Governance.
TRADING IN THE SHARES OF THE
DIRECTORS' REMUNERATION
COMPANY
The Directors’ Remuneration Policy for Independent
Trading and holdings of company’s shares by Directors &
Directors has been approved by the shareholders of the
Executives or their spouses were notified in writing to the
company. The policy includes transparent procedure
company Secretary along with the price, number of shares,
for remuneration of Directors in accordance with the
form of share certificates and nature of transaction which
Companies Act, 2017 and Companies Listed (Code of
were notified by the company Secretary to the Board,
Corporate Governance) Regulations, 2019. Independent
SECP & PSX, within the stipulated time. All such holdings
Directors are only entitled to receive fixed fees in lieu of
have been disclosed in the Pattern of Shareholding.
remuneration for attending the Board and Committee
Meetings and General Meetings of the company together
EMPLOYEE STOCK OPTION SCHEME
with travelling and lodging costs borne by the company. No
Director is involved in deciding his/her own remuneration. The company had introduced “Interloop Limited
Employees Stock Option Scheme, 2016 (ESOS)” to offer
Appropriate disclosure of remuneration paid during the company Shares to its eligible Executive Employees,
year to Directors and Chief Executive Officer has been pursuant to the Public Companies (Employees Stock
provided in Note no. 46 to the Financial Statements. Option Scheme) Rules, 2001, transforming them from
Stakeholders to Shareholders. These shares qualify for
REVIEW OF CEO'S PERFORMANCE bonus shares, dividends, or similar corporate benefits
announced by the company from time to time. The scheme
The Chief Executive Officer (CEO), being part of the Board,
is flexible, voluntary, and focused on long term growth and
is present in every meeting of the Board. He provides an
prosperity of the employees.
overview of the company’s performance to the Board and

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