Board HR Committee

Board HR Committee

Sr. No. Name & Designation Role
1 Ms. Sonia Karim (Independent Director) Chairperson
2 Mr. Tayyeb Afzal Member
3 Mr. Mubashar Maqbool (Independent Director) Member
4 Ms. Mehreen Ahmed Member

Terms of Reference:

Composition: The Board Human Resource Management Committee (BHRC) shall comprise three members. The Chairperson of the BHRC shall be an Independent Director. The Chairperson of the Board may serve as either a member or the Chairperson of the BHRC. MD/CEO shall be invited by the BHRC to attend the meetings with the permission of the Chair. The Head of HR & Admin shall serve as the Secretary to the Committee.

Frequency of Meetings: The BHRC shall meet at least twice a year or as and when required.

Notice of Meetings: Meetings of the BHRC shall be convened by the Secretary or at the request of one or more members. Notice of each meeting shall be provided at least seven days in advance to every member and any other person required to attend, with the approval of the Chairperson, during/before the meeting as deemed necessary. The notice shall specify the venue, time, date, and agenda of the meeting. However, if required and mutually agreed upon by the BHRC members, a meeting may be held with a shorter notice period.

Minutes of the Meeting

The minutes of the meeting shall be prepared by the Secretary and circulated no later than 7 business days after each meeting. These minutes shall be shared via email for review and preliminary approval by the Chairperson, and shall be formally approved at the subsequent BHRC meeting. The minutes shall also be included as part of the agenda for the following BHRC meeting.

Quorum: Attendance of at least two members shall constitute a quorum. Members are allowed to attend meetings via conference call or video conferencing.

Attendance at Meetings: Absence not more than once for all the members of BHRC. Members are allowed to attend meetings via conference call or video conferencing.

 

Responsibilities:The Board of Directors, through the BHRC, provides governance, guidance, and oversight to Management. The HR Department makes recommendations to BHRC on matters relating to HR for specific approval.

The BHRC responsibilities include the following:

  1. Review the Company’s HR policies, including employee remuneration, and recommend them to the Board of Directors for approval.
  2. Report on BHRC activities to the Board of Directors from time to time.
  3. Recommend the selection, evaluation, and compensation (including retirement benefits) of the MD/CEO.
  4. Recommend to the Board the selection, evaluation, and compensation (including retirement benefits) of the Key Executives.
  5. Consider and approve the MD/CEO’s recommendations concerning Key Executive positions.
  6. Recommend criteria for performance-based annual salary increments to the Board, ensuring they are well within the approved budget.
  7. Recommend criteria for performance-based staff bonuses linked to the Company’s profitability. The total amount to be disbursed shall be proposed to the Board for approval.
  8. Ensure that the Company complies with the Rules and Regulations issued by the regulatory bodies from time to time on HR matters.
  9. Review and recommend succession plans for Key Executives, including MD/CEO.
  10. Ensure that policies to promote diversity, equity, and inclusion (DE&I) are in place to encourage gender mainstreaming, gender equality, and the participation of women in management and the workforce of the Company.
  11. The BHRC can seek independent external advice /expert opinion. Where human resource and remuneration consultants are appointed, they shall disclose to the Committee their credentials and whether they have any connection with the Company.
  12. Any case involving disciplinary action, harassment, or breach of conduct by any employee shall be reported to BHRC on a post-facto basis.

Accountability and Reporting Procedure: The Chairperson of the BHRC shall update the Board on the proceedings of BHRC meetings.

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Last Updated on:January 30, 2026 at 7:32 am