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1. :Presented to
Sir Usama Iqbal

2. Corporate Governance
Group Members

3. TARGET
Achiving taget with standard KPIs
Officially launched as a fully owned
subsidiary of Engro Corp. in 2004.
Listed in August 2011.
Among the biggest and fastest
growing conglomerates in Pakistan.
Their product portfolio comprises
some of the country's biggest and best
selling brands including
Olper's, Olper's Lite, Olfrute, O'more,
Omung, Omung Lassi and Tarang.
Over 1,300 milk collection units
providing livelihood to 160,000
farmers across Pakistan.

4. Engro Foods Corporation
Company Profile
Engro Foods Corporation
Company Profile
Contribute 11% of GDP in Agri-business sector.
Footprint in 310 cities of Pakistan
More than 1500 employees
Rs.44.3Billion Sales Revenue(2016)
62% Market Share
12 Million people use Engro food’s Products every day.
First Pakistani company to produce
1Billion Tetra Packs in a single year

6. Core Values
 Ethics and Integrity
 Health , Safety and
Envirement
 Innovation and Risk-
Taking
 Our people
 Community and Society

7. The Board
The Board comprises of four independent Directors,
5 non-executive Directors of whom three are
executives in other Engro companies
Primarily responsible for:
Ensuring the appropriate review of future
company plans
Good governance
Effective control systems to protect shareholder
value.
In essence the Board establishes corporate
strategy and the company's business objectives.

8. Board of Directors Statement of
Director Responsability
1. The financial statements, prepared by the management of the
company, present fairly its state of affairs, the result of its
operations, cash flows and changes in equity.
2. Proper books of accounts of the company have been maintained.
3. International Financial Reporting Standards, as applicable in
Pakistan, have been followed in preparation of the financial
statements.
4. The system of internal control is sound in design and has been
effectively implemented and monitored.
5. There are no significant doubts upon the company's ability to
continue as a going concern

9. Human Resources and Remunation committee
All elements of Compensation
Policies relating to the senior executives remuneration
Approve all matters relating to the remunerations of the
executive directors and members of the management
committee.

10. Board Audit Committee
Assists the board in reviewing and reporting financial and
non-financial information to share-holders, systems of
internal control and risk management and the audit
process.
It has the autonomy to call for information from
management and to consult directly with the external
auditors or their advisors as considered appropriate.
The Chief Financial Officer regularly attends the Board
Audit Committee meetings by invitation .
After each meeting, the Chairman of the Committee
reports to the Board. The Committee met 4 times
during 2017

11. Management Committee
Responsible for devising the overall business
strategy
Overseeing operations to ensure that annual
business plans are aligned with the company's
long-term growth vision.

12. Corporate Committee for Food Safety,
Health, Personnel Safety and Environment
Develops and implements the HSE policy
ensuring that all Company operations
adhere to the policy.
The Committee met 5 times during 2017.

13. Compliance Statement
The Board of Directors has throughout the year
2017 complied with the “Code of Corporate
Governance” as per the listing requirements of
the stock exchanges and the “Corporate and
Financial Reporting Framework” of the
Securities and Exchange Commission of
Pakistan.

14. Internal Control Framework
Directors
Board comprises of four
independent Directors, 5 non-
executive Directors of whom three
are executives in other Engro
companies, who have the collective
responsibility for ensuring that the
affairs of Engro Foods are managed
competently and with integrity.
Governance Principles
.
Framework
The company maintains an
established control
framework comprising clear
structures, authority limits
and accountabilities, well
understood policies and
procedures and budgeting for
review processes.
All policies and control
procedures are documented
in manuals.

15. Internal Control Framework
Audit
Engro has an Internal Audit function.
The Board Audit Committee annually
reviews the appropriateness of
resources and authority of this
function.
The Internal Audit function carries out
reviews on the financial, operational
and compliance controls and reports
to the Audit Committee.
.
Review
The Board meets quarterly
to consider Engro's financial
performance, financial and
operating budgets and
forecasts, business growth
and development plans,
capital expenditure
proposals and other key
performance indicators.

16. Governance Principles
Trade Practices
Engro Corporation Limited believes in
fair trade and competition.
Therefore it is the policy of the Company
that all of its directors and employees
shall, in carrying out their duties to the
Company, comply with relevant laws.
.
Conflict of Interest
Employees should avoid any
conflict between their own
interest and the interests of the
Company, in dealing with
suppliers, customers, and all
others.
.
ADMINISTRATION
Directorships in Other Companies
Employees are generally restricted
from serving as directors of companies
that are not subsidiaries or joint
ventures of Engro Corporation.
.
Exceptions exists.
Ethics and Business Practices
No over-ambition to SOMEHOW get
the results.
We DO care how we get results
.

17. Governance Principles
Health, Safety and Environment
Conduct business in a manner that
protects the health and safety of
employees, contractors, others involved
in our operations and the community in
which we operate.
.
Gifts & Business Entertainment
Giving and receiving gifts in the form
of cash, commissions, abnormal loans,
shares in profit, free travel tickets or
hotel/other accommodation,
membership in clubs and such other
facilities are strictly prohibited.
Insider Trading
It applies to all employees of the
Company, and all members of the
Company’s Board of Directors, any
person who receive or have access
to Material Non-public Information
.
Speak Out
The Corporation expects employees,
customers, suppliers and contractors at
all affiliated companies to speak out
about any concerns they have regarding
business ethics, safety, environmental
performance, harassment and other
employment related matters or other
possible breaches of compliance.

18. Social Investments
Engro Foundation
- Single Corporate Social Responsibility front for all Engro
companies.Together with its partners, worked in the areas
of education, health, infrastructure, livelihoods and
disaster management to provide Socio-economic
opportunities to a multitude of individuals and households.
Engro Foundation manages all the social investments and
contributed Rs.12.4 Million for social causes in 2012.

19. WELD (Women Empowerment Through
Livestock Development)
WELD (Women Empowerment Through Livestock Development) program, sought to
increase the capacity of small-scale producers and strengthened the institutional
framework for dairy production and milk collection network.
Female Livestock Extension Workers (FLEW) program provides trainings to Females
associated with Live Stock.
In 2012, the WELD program registered over 5,600 milk producers’ beneficiaries, and
trained over 3,800 milk producer beneficiaries.

20. Health, Safety and Environment
Engro Foods is proud to emphasize that their
consideration for their people and the planet
goes well beyond the need to fixate on
profits. They recognize the need to protect
and preserve the planet by going extra mile
to prevent unnecessary wastage of natural
resources.

21. Employee Safety at the Workplace
HSE management systems and processes have been designed
keeping in view international best practices including
Occupational Safety and Health Administration (OSHA).
Safety culture is fostered and incident reporting at work place
is highly encouraged to identify safety hazards and ensure that
the possibility of further risk is duly minimized. During 2012,
there were 2 work injuries.

22. Responsible Environmental Practices
To preserve natural habitat, they have over 9,500 plants at the
processing units.
As an Energy Saving initiative they have installed 297 solar water
heaters.
Equipped 554 milk chillers with environment friendly refrigerant gas.
Winning the G-20 Award

23. Responsible Environmental Practices
Winning global recognition for Pakistan, Engro Foods won the
G-20 Award for ‘Inclusive Business Innovation’ at the
prestigious G20 leaders’ 2012 summit in Mexico.
With competition from 290 business models across the globe,
Engro Foods was among the 15 businesses selected for their
innovative, scalable and commercially viable methods of
working with low-income people in neglected communities.

24. Corporate Governance Theories
Stewardship Theory
People have special importance which is explicitly mentioned
in the core values of the company.
Employees are loyal
Employees are trained frequently and have high attachment
with the company.

25. Employees Are Loyal…….
“ As an employer, we go the extra mile to invest in our people
by equipping them with skills necessary for their professional
growth and development, rewarding them for outstanding
performance and providing them with a world-class
environment and the relevant tools to optimize performance
and motivate them to deliver their very best. " (Engro Foods
Annual Report, 2012)

26. Stakeholder theory
Whilst we consolidate our resources to deliver this excellence
through 2013, our pursuit of value creation for a broad
category of our stakeholders will be fuelled with a strategic
focus on three key areas: capability, scale and efficiency.”
(Message of CEO in Annual Report 2012)