
Specialized Committees Company Policies Related to Corporate Governance and Stewardship
In compliance with Article 42 of the Corporate Governance Regulations for Companies Listed on the Tehran Stock Exchange and Iran Fara Bourse, approved on July 17, 2018, by the Board of Directors of the Securities and Exchange Organization, the list of specialized and executive committees formed with the participation of some members of the board of directors and managers is as follows:
Appointments Committee
In line with the protection of investors’ rights, prevention of violations, and the organization and development of a transparent market, and considering that according to the Corporate Governance Regulations, companies listed on the Tehran Stock Exchange and Iran Fara Bourse are required to implement the principles of corporate governance in accordance with these regulations, all companies must establish an Appointments Committee under the supervision of the Board of Directors and oversee its performance.
The Appointments Committee is formed with the aim of strengthening the aspects of corporate governance. It is responsible for reviewing and verifying the qualifications of candidates for the Board of Directors, including assessing the independence of candidates as stipulated in these regulations. The Committee also proposes the appointment and dismissal of the CEO and senior executives of the parent company and members of the boards of directors of subsidiaries to the Board of Directors, proposes candidates for membership on specialized committees to the Board of Directors, makes decisions regarding the acceptance or rejection of job applicants, assesses skills and expertise, reviews work experience and necessary training upon employment, and proposes training programs and adopts policies to inform new board members, the CEO, and senior executives of their duties. The Committee is established by a resolution of the Board of Directors and operates in accordance with the Committee’s charter.
Members of the Appointments Committee and their backgrounds
| Tenure | Executive Experience | Executive/Non-Executive | Field of Study | Educational Degree | Position | Name and Surname |
|---|---|---|---|---|---|---|
| 35 years |
|
Non-Executive | Mechanical Engineering | Master’s degree | Chairman of the Appointments Committee | Majid Bavili Tabrizi |
| 34 years |
Held the position of CEO of the Forging Division at Iran Tractor Manufacturing |
Executive | Mechanical Engineering | Bachelor’s degree | Member of the Appointments Committee | Jalal Al-din Heyrat Angiz |
Risk Committee
Pursuant to the authority delegated by the Company’s Board of Directors, the Risk Committee has been established as a specialized committee to provide comprehensive support to management in risk management.
The primary objectives of the Risk Committee are to assist the Board of Directors in implementing processes to identify, assess, and control various risks at the company level. Since the Board of Directors is responsible for risk management, the accurate identification of risks and the adoption of appropriate procedures to mitigate potential consequences, in compliance with internal and legal regulations, is delegated to the Risk Committee. The Risk Committee is required to assist the Board in identifying and assessing various types of risks.
The primary objectives of forming the Risk Committee are:
- Identification, evaluation, analysis, control, monitoring, and timely reporting of risks.
- Conducting ongoing monitoring and reporting on the status of various risks threatening the company’s operations.
- Creating a conducive environment to promote and institutionalize a risk management culture within the company.
- Implementing approved risk management approaches and policies within the company.
- Conducting an annual review of the company’s risk management policies to ensure the achievement of objectives and progress towards the vision.
Risk Committee Members and Their Experience:
| Tenure | Executive Experience | Board Member Status | Field of Study | Educational Degree | Position | Name and Surname |
|---|---|---|---|---|---|---|
| years 34 |
3. CEO of Iran Tractor Manufacturing Forging Company |
Inside | Mechanical Engineering | Bachelor’s degree | Chairman of the Risk Committee | Jalal Al-din Heyrat Angiz |
|
30 years |
|
Outside | Accounting | Bachelor’s degree | Member of the Risk Committee | Mohammad Samaei |
|
26 years |
2. Official Agent of the Central Insurance Company |
Outside | Accounting | PhD | Member of the Risk Committee | Asgar Mohammadi |
Internal Audit Committee
In compliance with the requirements of the Securities and Exchange Organization and the requirements of internal controls over financial reporting, the company’s Audit Committee has been formed under the chairmanship of the non-executive Vice Chairman of the Board of Directors. Regular meetings are held to ensure the design, implementation, and effectiveness of internal controls.
The members of the Audit Committee and the Committee’s charter have been approved by the Board of Directors. The purpose of establishing this committee is to obtain reasonable assurance regarding the performance of management and various company departments, to ensure that the company’s activities comply with the rights of stakeholders, to ensure the accuracy of financial reporting and production operations, to ensure the accuracy of budgeting and performance monitoring against the approved budget, to assist the Board of Directors in fulfilling its oversight responsibilities and to improve it in order to obtain reasonable assurance regarding the effectiveness of governance processes, to ensure that the company’s activities comply with the rights of stakeholders, compliance with internal controls and risk management in accordance with stock exchange regulations, the soundness of financial reporting, the effectiveness of internal audit, the independence of the independent auditor, and the effectiveness of the independent audit, and compliance with laws, regulations, and requirements.
The company’s annual internal audit plan and its meetings are developed based on an assessment of the company’s activities and other priorities determined by the Board of Directors and the Audit Committee. After approval by the Audit Committee, the plan is submitted to the Board of Directors for final approval.
The members of the audit committee and their backgrounds are as follows:
| Years of Experience | Executive Experience | Board Member Status | Field of Study | Degree | Position | Name and Surname |
|---|---|---|---|---|---|---|
| 35 years |
|
Outside | Accounting and Economics | Master’s and PhD Candidate | Chairman of the Audit Committee | Abdolmajid Ghandriz |
| 30 years |
|
Outside | Accounting | Bachelor’s | Member of the Audit Committee | Mohammad Samaei |
| 26 years | 1.Certified Public Accountant
2. Official Agent of the Central Insurance Company |
Outside | Accounting | PhD | Member of the Audit Committee | Asgar Mohammadi |
