Management Report 2016 EXCELLENCE THROUGH
Management Report 2016EXCELLENCE THROUGHPRODUCTIVITY
EXCELLENCE THROUGHPRODUCTIVITYUpholding nutrition and health as the hallmarks of Nestlé Pakistan, our prime focus has been on creating delicious,nutritious and healthy products for our consumers. In our continuing quest to provide the absolute best quality, wehave developed with them an unbreakable bond of trust.This year, our report illuminates the quality standards at Nestlé Pakistan’s core. Successfully achieving outstandingleadership, sustainable financial growth, and heartfelt community values, Nestlé Pakistan always endeavors toprovide the greatest value to its consumers and stakeholders across the board.
CONTENTSBUSINESS REVIEW0205131416Vision, Missionand AmbitionDirectors’ Report to theShareholdersAnnexure to Directors’Report on CorporateGovernanceCompany Performance2016Statement of WealthCreation and itsDistribution1718212324Key Financial Data(Six Years at a Glance)Pattern of ShareholdingStatement of Compliancewith the Code ofCorporate GovernanceReview Report to theMembersNotice of Annual GeneralMeetingCOMPANY REVIEW2830313234About NestléBoard of DirectorsCompany DirectoryManagementCommitteeHuman Resource3738404446Milk Collection andDairy DevelopmentSupply ChainTechnicalQuality ControlNestlé ContinuousExcellence4951525556Finance & Controland GlobeSalesConsumerCommunicationNutrition, Health andWellnessAmbient Dairy5960616263Chilled DairyNestlé Juices,Nectars and DrinksBeveragesNestlé WatersNestlé Coffee64656668Breakfast CerealsCulinaryInfant NutritionNestlé Professional1
OUR VISIONNestlé’s vision is to be the globally recognised leading Nutrition, Health andWellness (NHW) Company. Nestlé Pakistan subscribes fully to this vision and thevalues that come with it.In particular, we envision: Leading a dynamic, passionate and professional workforce, proud of ourheritage and positive about the future Meeting the nutritional needs of consumers of all ages – from infancyto old age, from nutrition to pleasure, through an innovative portfolio ofbranded food and beverage products of the highest quality Delivering shareholder value through profitable long-term growth,while continuing to play a significant and responsible role in thesocial, economic, and environmental sectors of PakistanOUR MISSIONA better and healthier future for all Pakistanis.OUR AMBITIONTo be the leading Nutrition, Health and Wellness Company inPakistan.2
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DIRECTORS’ REPORTTO THE SHAREHOLDERSThe Directors of the Company are pleased to present the Annual Report along withthe audited financial statements for the year ended December 31, 2016.FINANCIALPERFORMANCE:SUMMARY OF FINANCIAL PERFORMANCE:The Pakistan economy is showing signs ofimprovement in the year 2016 on the back of astable currency, better law & order situations,easing energy crisis and improved politicalsituation coupled with continued low inflation.However, we are still operating in an uncertainenvironment which can result in disruptions ofbusiness.SalesIn view of above, the Company achieved thetop line growth of 9.1% through effectiveproduct mix, numeric distribution expansion andinvestment behind brands. The Company alsoimproved its gross margins by 226 bps on theback of favorable input costs and optimizationof value chain through Nestlé ContinuousExcellence (NCE) initiatives.Nestlé Pakistan is committed to enhance itsproduct base through innovation & renovationwhich remains an integral part of the Company’svision to positively enhance the quality of life ofour consumers. The major new product launchesduring 2016 included: MAGGI CHOTOO, NESTLÉYOGURT (Mango), NESCAFÉ 3 in 1, NESTLÉACTICOL, NESTLÉ NESVITA YOGURT, FITNESSECEREALS, NESTLÉ DOCELLO DESSERT MAGIC,NESTLÉ FRUITA VITALS (White Grape Lychee),and NESTLÉ EVERYDAY Double Creamy.KEY FINANCIALINDICATORS: Sales grew by PKR 9.4 billion, a growth of9.1%. Gross Profit (GP) margin improved by 2.3%resultant of favorable input prices andeffective control on total delivered costthrough the NCE mindset.PKR Million20162015Change112,393102,986 9.1%Gross Profit margin35.4%33.1% 2.3%Operating Profit margin17.0%15.8% 1.2%Net Profit after tax (%)10.5%8.5% 2.0%Net Profit after tax11,8478,761 35.2%Earnings per share261.23193.18 35.2% Net Profit margin increased by 2% throughcontinuous focus on operational costs.DIVIDENDS:Keeping in view the good financial performanceof the Company, the Board of Directors hasrecommended to pay final cash dividend of Rs.170 per share, in addition to the interim cashdividend of Rs. 255 per share, which brings thetotal dividend for the year to Rs. 425 per sharefor 2016 compared to Rs.190 per share in 2015.INVESTMENT PROJECTS:With a market driven approach and commitmentto satisfy the needs of our consumers, in 2016Nestlé Pakistan has made investments of PKR4.1 billion including expansion & developmentprojects, with the most significant projects listedbelow:Project DescriptionPKR MillionSheikhupura - Extension andOperational reliability1,511Kabirwala - Extension andOperational reliability1,554Water Factories - Extension andOperational reliability284Milk collection infrastructure development 241Extension of Distributionand Sales facilities272Investments, of approximately PKR 6.6 billion,are planned in 2017, primarily in respect ofautomation, operational reliability and capacityincrease in order to meet consumer demands.CORPORATE GOVERNANCE:Nestlé Pakistan is committed to maintain highstandards of good corporate governance withoutany exception. The Directors are pleased tostate that the Company is compliant with theprovisions of the Code of Corporate Governanceas required by SECP and formed as part of stockexchange listing regulations. Statement ofcompliance with Code of Corporate Governanceis as under:STATEMENT OFCOMPLIANCE WITHCODE OF CORPORATEGOVERNANCEThe Directors confirm that:a)The financial statements prepared by themanagement of the Company presentfairly its state of affairs, the results of itsoperations, cash flows and changes inequity.b)Proper books of accounts of the Companyhave been maintained.5
c)d)Appropriate accounting policies havebeen consistently applied in preparationof financial statements and accountingestimates are based on reasonable andprudent judgment.International Financial ReportingStandards, as applicable in Pakistan, havebeen followed in preparation of financialstatements and any departure therefrom has been adequately disclosed andexplained.e)The system of internal control is soundin design and has been effectivelyimplemented and monitored.f)There are no significant doubts upon theCompany’s ability to continue as a goingconcern.g)There has been no material departurefrom the best practices of corporategovernance, as detailed in the listingregulations.h)The value of investments of employeesfunds are as follows (PKR millions):Provident FundGratuity FundPension 42,023i)Statements regarding the followingare annexed or disclosed in thenotes to the accounts(i)Key financial data for the last sixyears(ii)Pattern of shareholdings(iii)Trading in shares of the Company byits Directors, CEO, CFO and CompanySecretary(iv)Number of Board meetings heldduring the year and attendance byeach directorEXTERNAL AUDITORS:Messrs KPMG Taseer Hadi & Company,Chartered Accountants have completed theirassignment for the year 2016 and retire at theconclusion of the 39th Annual General Meeting.Being eligible, they have offered themselves forre-appointment.6HOLDING COMPANY:Nestlé S.A., a Company incorporated inSwitzerland (the holding company), holds26,778,229 ordinary shares representing 59%equity interest in the Company.HUMAN RESOURCESMANAGEMENT &EMPLOYEES RELATIONS:In 2016, we continued to strengthen our peopleprocesses to sustain an edge over competition.Key focus areas included leadershipdevelopment, capability enhancementand employee relations management forbuilding high performance teams to achieveorganisational goals while diversity andcommitment to compliance continued to remainat the heart of our agenda.At factories, Employee Relations and CommunityEngagement remained top priority in additionto Non-Management Staff (NMS) developmentleading to an overall NMS Training hoursof 19,834. To enhance leadership skills,People Manager Toolkit & Nestlé LeadershipDevelopment Experience were continued during2016 as major learning initiatives leading upto total Management Training hours of 28,700.Special focus was given to career coaching andin this context, 60 line managers were trained ascareer coaches across the Company. Moreover,186 Three-Party PDG sessions were conductedfor fruitful development discussions.Gauging the pulse of the organisation, EmployeeEngagement Survey – Nestlé & I was conductedwith an unprecedented 99% participation rate.For the first time this year: NiM (Nestlé in Market) Connect andCoffee Corner sessions were conductedacross the organisation to engage andenergise our employees LEAN IN Lahore Chapter (SherylSandberg’s concept) was introduced byNestlé Pakistan whereby females fromacross the industry gathered to discusscommon challenges and ways to managethem Employee Relations Lahore Chapterconducted two sessions with crossindustry experts to exchange views oncommon issues and share best practices 15 Nestlé Managers were trained forcertification as master coaches throughInternational Coaching Federation whowill now help to strengthen the coachingculture To promote e-learning, 100 Skill SoftLicenses were distributed in addition tothe launch of diversified developmentthrough functional competencies trainingpyramids as part of our OD training booklet To improve operational efficiency inemployee services, Request ManagementSystem (RMS) and KRONOS timemanagement system were introducedacross the market along with a completerevamp of HR’s internal websiteFew other highlights 2016 include: 15 universities were targeted for CampusDrives and Job Fairs 565 internships were offered 31 apprentices were taken onboard 26 apprentices were inducted underour program Kero Aitemaad - WomenEmpowerment Platform 21 Management Trainees were inducted CV clinics were conducted nationwide forone-on-one career counselling sessionsCREATING SHARED VALUE(CSV) AND COMMUNITYWORK:For a company to be successful over time andcreate value for its shareholders, it must alsocreate value for society. At Nestlé, this is called“Creating Shared Value” (CSV). Given the natureof our activities and our ambition to be theworld’s leading Nutrition, Health and WellnessCompany, Nestlé has identified the followingfocus areas where it can optimise the creationof shared value: NutritionWaterEnvironmental SustainabilityRural DevelopmentOur PeopleIn line with this global vision and for “Enhancingthe Quality of Life of the People of Pakistan”
Nestlé Pakistan continues to positivelyengage with farmers as well as rural andunderprivileged communities in its area ofoperations.Our inspiration is governed by the NestléCorporate Business Principals and also as asignatory to the UN Global Compact for EthicalBusiness, the Company is committed to thestakeholders and the communities for mutualgrowth and sustainability.This year, Nestlé Pakistan was awardedwith the first prize for “Living the GlobalCompact Business Excellence 2014-15”, in theMultinational category, Engaging Private Sectorin implementing the Decent Work Agenda &United Nation Sustainable Development Goals.Nestlé Pakistan has won this award due to itskey positioning in its Creating Shared Valuefocus areas of Nutrition, Water, EnvironmentalSustainability, Rural Development, and OurPeople.From offering quality products to the consumers,to providing a fair and diverse work environmentfor our employees; from capacity building andknowledge transfer to our partners and rawmaterial providers, to implementing responsiblesourcing models into our relationships; fromsupporting under privileged communities toworking with small farmers; from enhancingsustainability and environmental friendlinessof our operations to embedding ethicaland transparent business practices, CSV isentrenched into the entire value chain.In 2016, the company started the “Seeing isBelieving” initiative to showcase our DairyValue chain from Grass to Glass thus to createadvocates among our stakeholders and to makethem aware of the quality and safety standardsthat we adhere to.The Key CSV initiatives completed during 2016are: Nutrition awareness extended anotherto 30,000 school children in the rural,suburban and urban areas under NestléHealthy Kids Program extending theoverall outreach to more than 100,000 kidsacross the country Nestlé Healthy Women, a nutritionawareness programme to motivate youngwomen of age 19-24 years to adopt ahealthy lifestyle by educating them abouttheir nutritional needs and its futureimpact Continued product support throughNutrition Support Program for theunderprivileged institutions and to theareas affected by natural calamities Clean Drinking Water facilities in ouroperational areas providing clean drinkingwater to more than 60,000 people on adaily basis Implementation of Alliance for WaterStewardship standard, in collaborationwith WWF, at our Sheikhupura Factory Endeavoring to achieve the least possibleenvironmental impact throughout itsoperational stages by complying withenvironmental laws and regulations Continued support, training and advisoryservices to dairy farmers under our FarmerSupport Program Continued support for the Dairy and RuralDevelopment Foundation training programinvolving 45,000 dairy farmers, 6,000 ruralwomen livestock workers & trained 2,500artificial inseminates related to dairy& livestock sector. Farmer training wasdone on 118 upgraded dairy farms in thevillages. Continuation of the Chaunsa Project forimplementation of Best Farm Practices inthe Chaunsa Mango Sector Entrepreneurship Development Programat Lahore University of Managementsciences (LUMS) and Institute of BusinessAdministration, Karachi (IBA), with a focuson Agri Business Management. Support for Driver Training Facility at theNational Highways & Motorway PoliceTraining Institute KarachiFUTURE OUTLOOK:power shortages coming to an end as wellas reduction in the cost of energy, which willeventually cut business cost pledging long termcommitment of the Company. Furthermore,Nestlé is committed to positively enhance thequality of life of Pakistani people by bringingNutrition, Health & Wellness products and willcontinue to drive sustainable profitable growthon the back of strong brands, I&R capabilitiesand operational excellence with NCE mindset.ACKNOWLEDGMENTS:We take this opportunity to thank our valuedcustomers and consumers who have trust in ourproducts and continued to provide sustainedsupport in ensuring the progress of theCompany. The Company is also immensely proudof and thankful to employees for their committedand passionate efforts, loyalty and dedication.We greatly value the support and cooperationreceived from our esteemed suppliers, tradingpartners, bankers and all stakeholders who arehelping and contributing towards the continuedgrowth of our Company and contributing topositively enhancing the quality of life of thepeople of Pakistan.Nestlé Pakistan, whilst bringing internationalexpertise and standards into its products,processes and manufacturing sites, remains a“Har Dam Pakistani” company, very proud of itsachievements in Pakistan.FOR AND ON BEHALF OF THEBOARD OF DIRECTORSBRUNO OLIERHOEKChief ExecutiveLahore: February 22, 2017We are hopeful to see Pakistan entering intothe “hot zone” of high economic activity and webelieve it will continue to offer huge investmentpotential driven by its growing population,increasing per capita income, massiveinfrastructure development under China-PakistanEconomic Corridor (CPEC) and other favorableindicators. Nestlé Pakistan is optimistic about7
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ANNEXURE TODIRECTORS’ REPORTON CORPORATE GOVERNANCEBOARD OF DIRECTORS’ MEETINGSAUDIT COMMITTEEDuring the year under review, the Board of Directors had the following meetings:The Audit Committee comprises threemembers including the Chairman of theCommittee, who is an Independent Director.Two members are Non-Executive Directors.The terms of reference of the Committee,which is in line with the Code of CorporateGovernance, has been presented andapproved by the Board of Directors.Number of Board Meetings held for the financial year 5Date of MeetingTimePlaceFebruary 16, 2016April 25, 2016May 28, 2016August 19, 2016October 20, 201610:30 am10:30 am09:00 am10:00 am10:00 am308-Upper Mall, Lahore308-Upper Mall, Lahore308-Upper Mall, Lahore308-Upper Mall, Lahore308-Upper Mall, LahoreThe Audit Committee held four meetings in2015. The Chief Financial Officer, InternalDetail of attendance of Directors at Board meetings is summarised below:Auditors as well as External Auditors wereNo. ofDate ofinvited to the meetings.Name of DirectorsMeetingsAppointmentAttendedSyed Yawar AliBruno Boris OlierhoekSyed Babar AliSyed Hyder AliJohn Martin MillerNaveed A. KhanOsman Khalid WaheedJuan AranolsJohn DavisPierre Schaufelberger (resigned w.e.f. April 25, 2016)ROLE AND RESPONSIBILITIESOF THE CHAIRMAN ANDTHE CHIEF EXECUTIVEThe role of the Chairman and the ChiefExecutive are segregated and they havedistinct responsibilities. The Chairman of theBoard has responsibilities and powers vestedin him by law and the Articles of Associationof the Company, as well as duties assigned tohim by the Board. In particular, the Chairmancoordinates the activities of the Board andpresides over the meetings of the Board ofDirectors and 01601.07.20135555543352The Managing Director is the Chief ExecutiveOfficer of the Company and is responsiblefor the day-to-day operations and conductof its business in accordance with thepowers vested in him by law, the Articles ofAssociation of the Company and authoritydelegated to him through the Board ofDirectors’ resolutions from time to time. TheManaging Director recommends policy andstrategic direction and annual business plansfor the Board of Directors’ approval and isresponsible for exercising the overall control,discretion, administration and supervision forsound and efficient management and conductof the business of the Company.HUMAN RESOURCEAND REMUNERATIONCOMMITTEEThe Company has established this Committeein accordance with requirements of theCode of Corporate Governance. All issues ofremuneration are fully disclosed, deliberatedand decided at the meetings of the Directors.STRATEGIC PLANNINGThe Company’s strategic direction wasreviewed at the meeting of the Directors.A process has been put in place wherebylong term Market Business Strategies andAnnual Operational Plans established by theManagement are regularly reviewed by theDirectors in line with the Company’s overallbusiness objectives. Part of the processinvolves the setting of measurable KeyPerformance Indicators (KPls).13
COMPANY PERFORMANCE 2016EARNINGS PER SHARESALESRs. in 29.32129.3720122013102.940201120142015MARKET CAPITALISATIONSHAREHOLDERS’ FUND & RETURN ON EQUITY50, 000014,000Rs. in millionRs. in 49.5%10,0000402,0000201120122013201420152016MARKET PRICE PER SHARE VS. NET ASSETS PER 04,0001,0002791947,0295,668Market price2500Net assets per 00201120122013Return on equityShareholders’ fundsRs. in million9,0009,0000DIVIDEND PAYOUT 1Dividend20122013Dividend payout ratio2014201520160
NET FIXED ASSETS, FIXED CAPITAL EXPENDITURE AND DEPRECIATIONOPERATING PROFIT & % OF SALES3500020,000Rs. in million31,46830,55030000Rs. in 3,0022,132201120122013Capital expenditureNet fixed 4,0803,49611020162011Operating profit20122013% of 6.8%62,00051,000201311,0099,00073,00020112012% of saleProfit before tax15.1%1512,52012,0001785,8674,00010Rs. in million11,8478,0002016PROFIT BEFORE TAX & % OF SALESRs. in million013.3%4,000PROFIT AFTER TAX & % OF 012Profit before tax% of sale9.4%2013201420152016915
STATEMENT OF WEALTH CREATIONAND ITS DISTRIBUTION(Rupees in 000)20162015Net turnover including sales tax118,089,764107,842,411Less: Purchased materials and services(71,433,654)(73,136,425)Value Added46,656,11034,705,986Other Income394,753137,742WEALTH GENERATED / VALUE ADDED:Wealth ,335,18923.9%16,716,65735.5%12,716,65436.5%WEALTH DISTRIBUTION:TO EMPLOYEES:Salaries, benefits and other costsTO GOVERNMENT:Income tax, sales tax, excise & custom duty, WWF, WPPFTO SOCIETY AND DEVELOPMENT INITATIVES:Donations and CSR Projects*Dairy Development (Non-business 728100%TO PROVIDERS OF CAPITAL:Dividend to ShareholdersMark-up/ interest expenses on borrowed fundsTO COMPANY:Depreciation, amortisation and retained profit* This represents contribution of the Company towards development of the society and dairy sector in Pakistan.16
KEY FINANCIAL DATASIX YEARS AT A GLANCE(Rupees in 5886,22779,08864,824- Gross Profit39,78334,12727,32424,16121,52316,725- Operating Profit19,14816,31714,11311,47110,9668,458- Profit Before Tax17,02012,52011,0098,1137,9786,503- Profit After Tax11,8478,7617,9295,8675,8654,668- Shareholders’ Funds8,81212,63812,62811,85911,5607,612- Reserves8,35912,18412,17411,40611,1077,159- Operating Fixed Assets28,04629,99630,55031,46821,88216,089- Net Current 0)(3,352)8,94211,48711,32622,42919,35110,821- Gross Profit Ratio35%33%28%28%27%26%- Operating Profit Ratio17%16%15%13%14%13%- Profit Before Tax Ratio15%12%11%9%10%10%- Profit After Tax Ratio11%9%8%7%7%7%- Inventory Turnover Ratio7:17.2 : 17.8 : 17.8 : 17.7 : 18.2 : 12.2 : 12:11.9 : 11.7 : 11.8 : 12.2 : 134.540.452.158.436.634.9TRADING RESULTS- SalesBALANCE SHEET- Long Term Liabilities*INVESTOR INFORMATION FOR SIX YEARS- Total Assets Turnover Ratio- Price Earning Ratio- Return on Capital Employed122%61%55%27%31%43.0%- Market Value Per Share9,0007,8009,1007,5504,7333,597- Debt Equity Ratio58 : 4253 : 4761 : 3968 : 3269 : 3169 : 31- Current Ratio0.6 : 10.7 : 10.7 : 11:10.8 : 10.9 : 118.7 : 19.5 : 16.5 : 14.9 : 15.4 : 17.8 : 1- Interest Cover Ratio* Net current assets/liabilities do not include current portion of long term liabilities.17
PATTERN OFSHAREHOLDINGOF NESTLÉ PAKISTAN LIMITED AS AT DECEMBER 31, 2016No. 1901,001185,00162Total 026,778,22985845,349,584
CLASSIFICATION OFSHARES BY CATEGORIESAS AT DECEMBER 31, 2016CATEGORIES OF SHAREHOLDERSNUMBERSSHARES HELDPERCENTAGEDirectors and their spouse(s) and minor children62,028,2134.47Executives97900.00Associated Companies, undertakings and related parties735,577,46478.45NIT11,7600.00Financial Institution245,0800.10Insurance ritable Trust617,4450.04Foreign ESTLÉ S.A.26,778,22959.05IGI INSURANCE LIMITED4,364,6669.62PACKAGES LIMITED3,649,2488.05Joint Stock CompaniesGeneral Public (Individual)a. Localb. ForeignPublic Sectors Companies & CorporationsShareholders’ Holding 5% or above19
KEY SHAREHOLDINGAND SHARES TRADEDAS AT DECEMEBER 31, 2016NAME OF SHAREHOLDERNUMBER OF SHARESPER %ASSOCIATED COMPANIES, UNDERTAKINGS AND RELATED PARTIES *Nestlé S. A.26,778,229IGI INSURANCE LIMITED4,364,666PACKAGES LIMITED3,649,248GURMANI FOUNDATION538,235NATIONAL MANAGEMENT FOUNDATION224,720INDUSTRIAL TECHNICAL & EDUCATIONAL INSTITUTE21,666TRUSTEES Nestlé PAKISTAN LTD EMPLOYEES PROVIDENT FUND70035,577,464MUTUAL FUNDCDC - TRUSTEE NATIONAL INVESTMENT (UNIT) TRUSTCDC - TRUSTEE ATLAS STOCK MARKET FUNDCDC - TRUSTEE AKD INDEX TRACKER FUNDCDC - TRUSTEE APF-EQUITY SUB 0.050.0078.450.220.010.000.000.24DIRECTORS AND THEIR SPOUSE(S) AND MINOR CHILDRENSYED BABAR ALI1,365,956SYED HYDER ALI428,052SYED YAWAR ALI23,220OSMAN KHALID WAHEED60PERWIN BABAR ALI (W/o Syed Babar Ali)210,865SYEDA NIGHAT ALI (W/o Syed Yawar 4797900.00PUBLIC SECTOR COMPANIESZARAI TARAQIATI BANK LIMITED430,5510.95EMPLOYEES OLD AGE BENEFITS INSTITUTION10,5600.02NATIONAL INVESTMENT TRUST LIMITED1,7600.00NATIONAL BANK OF PAKISTAN560.00442,9270.98BANKS, DEVELOPMENT FINANCIAL INSTITUTIONS, NON-BANKING FINANCE COMPANIES, INSURANCE COMPANIES, TAKAFUL, MODARABAS AND PENSION FUNDS1764,071SHARE HOLDERS HOLDING 5% OR MORE* Nestlé S. A.* IGI INSURANCE LIMITED* PACKAGES 9.059.628.0576.72Details of Purchase/Sale of shares by Directors/Company Secretary/Executives and their spouses/ minor children during the year 2016 : NIL20
STATEMENT OF COMPLIANCEWITH THE CODE OF CORPORATE GOVERNANCE FOR THE YEAR ENDED DECEMBER 31, 2016This Statement is being presented to comply with the Code of CorporateGovernance (CCG) as contained in Regulation No. 5.19.24 of listing regulations ofPakistan Stock Exchange Limited for the purpose of establishing a framework ofgood governance, whereby a listed company is managed in compliance with thebest practices of corporate governance.The Company has applied the principlescontained in the CCG in the following manner:1.3.All the resident Directors of theCompany are registered as taxpayersand none of them has defaulted inpayment of any loan to a bankingcompany, a DFI or an NBFI or, being abroker of a Stock Exchange, has beendeclared as a defaulter by that StockExchange.4.A Casual vacancy occurring on theBoard on April 25, 2016 was filled up bythe Directors on the same day.5.The Company has prepared a “Codeof Conduct” and has ensured thatappropriate steps have been taken todisseminate it throughout the Companyalongwith its supporting policies andprocedures.6.The Board has developed a Vision/Mission Statement, overall CorporateStrategy and significant policies ofthe Company. A complete recordof particulars of significant policiesalongwith the dates on which theywere approved or amended has beenmaintained.The Company encouragesrepresentation of independent nonexecutive directors and directorsrepresenting minority interests on itsBoard of Directors. At present the Boardincludes:Independent Director1. Osman Khalid WaheedExecutive Directors1. Bruno Boris Olierhoek2. John Micheal Davis3. Naveed A. KhanNon-Executive Directors1. Syed Yawar Ali2. Syed Babar Ali3. Syed Hyder Ali4. John Martin Miller5. Juan Jose Aranols CampilloThe Independent Director meets thecriteria of independence under clause5.19.1. (b) of the CCG.2.The Directors have confirmed that noneof them is serving as a director on morethan seven listed companies, includingthis Company (excluding the listedsubsidiaries of listed holding companieswhere applicable).7.All the powers of the Board have beenduly exercised and decisions on materialtransactions including appointmentand determination of remuneration andterms and conditions of employment ofthe CEO, other Executive and NonExecutive Directors, have been taken bythe Board/ Shareholders.8.The Meetings of the Board werepresided over by the Chairman and,in his absence, by a Director electedby the Board for this purpose and theBoard met at least once in every quarter.Written notices of the Board meetings,along with agenda and working papers,were circulated at least seven daysbefore the meetings. The Minutes of theMeetings were appropriately recordedand circulated.9.The Board of the Company is alreadyin compliance with requirements ofDirectors’ Training Program as stated inclause 5.19.7 of the listing regulations,accordingly no training was arrangedduring the year.10. There was no new appointment of ChiefFinancial Officer/ Company Secretary/Head of Internal Audit made during theyear.11. The Directors’ Report for this year hasbeen prepared in compliance withthe requirements of the CCG and fullydescribes the salient matters required tobe disclosed.12. The Financial Statements of theCompany were duly endorsed by theCEO and CFO before approval of theBoard.13. The Directors, CEO and Ex
Upholding nutrition and health as the hallmarks of Nestlé Pakistan, our prime focus has been on creating delicious, nutritious and healthy products for our consumers. In our continuing quest to provide the absolute best quality, we . Nestlé Waters 62 Nestlé Professional 68 Human Resource 34 Ambient Dairy 56 Nestlé Continuous Excellence 46 .
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