Investor Presentaiton
90
ANNUAL
REPORT
2018-2019
ANNUAL
REPORT
2018-2019
The Responsibilities of the
Board
To ensure effective maintenance of corporate
governance, the Board of Khulna Power Company
Ltd. (KPCL) formulates strategic objectives and
policies for the company, provides leadership and
supervises management actions in implementing
those objectives of the company. In KPCL, Board
of Directors is in full control of the company's
affairs and is also accountable to the shareholders.
The Board firmly believes that the success of
the company depends largely on the prevalence
of a credible corporate governance practice In
discharging its responsibilities, the Board fulfills
certain key functions, including:
Reviewing and guiding corporate strategy,
major plans of action, risk policy, annual
budgets and business plans; setting
performance objectives; monitoring
implementation and corporate performance.
Ensuring the integrity of the company's
accounting & financial reporting systems,
•
I particular, systems fo risk management,
financial and operational contro and
compliance with the law and relevant
standards.
Reviewing company's financial statements
and oversee its compliance with applicable
audit, accounting and reporting requirement.
• Monitoring implementation and effectiveness
of the approved strategic and operating plans.
• Establish company's value.
•
Oversee the corporate governance of the
company
The Board has appointed four Independent
Directors as per the Securities and Exchange
Commission's requirement. The short introduction
of the Directors has been described separately in
this Report. The Board ensures that the activities
of the Company are always conducted with
adherence to high ethical standard and in the
best interest of the shareholders.
Board meetings and
procedures
Four (4) meetings of the Board of Directors of
the Company were held during the financial year
ended on 30 June 2019. The procedures of the
board meeting are mentioned below:
(a) Selection of Agenda: The Chairman of
the Board, in consultation with Managing
Director sets the agenda for Board
meetings with the understanding that
the Board is responsible for providing
suggestions for agenda items that are
aligned with the advisor and monitoring
functions of the Board. Any member of the
Board may request that an item be included
on the agenda.
(b) Board Materials: Board materials related
to agenda items are provided to Board
members sufficiently in advance of Board
meetings to allow the Directors to prepare
for discussion of the items at the meeting.
(c) Senior Management in the Board meeting:
At the invitation of the Board, members
of senior management attended Board
meetings or portions thereof for the
purpose of participating in discussions.
Internal Control Framework
The Management recognizes its
responsibilities to present a balanced and
understandable assessment of the company's
position and prospect. The management has
accountability for reviewing and approving
the effectiveness of internal controls
operated by the company, including financial,
operational and compliance controls and risk
management.
The company has adequate system of
internal control in place. The well defined
organization structure, predefined authority
levels, documented policy guidelines and
an extensive system of internal controls
ensure optimal utilization and protection of
resources, reporting of financial transactions
and compliance with applicable laws and
regulations. The system also ensures that
assets are safeguarded against loss from
unauthorized use or disposition.View entire presentation