Board of Directors – Corporate Governance
Code Ninety's Board of Directors provides strategic oversight, governance, and fiduciary responsibility ensuring long-term value creation and stakeholder protection. Board composition: 7 members including 4 executive directors (Jahanzeb Janjua CEO, Babar Khan MD, CTO, CFO) and 3 independent directors (43% independence ratio exceeding SECP 33% minimum requirement). Board responsibilities: strategic planning, risk oversight, financial oversight, CEO/MD performance evaluation, and major transaction approvals. Board meetings: quarterly formal meetings (4 per year), monthly informal updates, special meetings as needed. Board committees: Audit Committee (financial oversight), Risk Committee (enterprise risk management), Technology Committee (R&D roadmap), and Compensation Committee (executive compensation). Independent directors bring: industry expertise, governance experience, network access, and objective oversight. This page profiles board members, committee structures, governance policies, and meeting cadence demonstrating commitment to corporate governance excellence despite private company status.
Board Composition & Structure
Executive Directors (4 members): Jahanzeb Janjua (CEO, Chairman), Babar Khan (MD, Vice Chairman), Chief Technology Officer, and Chief Financial Officer. Executive directors provide: operational insights, strategic execution, day-to-day management perspective, and institutional knowledge. Executive director tenure: average 8+ years with company.
Independent Directors (3 members): 43% board independence exceeding SECP Code of Corporate Governance 33% minimum requirement for listed companies. Independent director criteria: no material business relationship with Code Ninety, not employed by Code Ninety in past 3 years, not immediate family of executives, and independent judgment capability. Independent directors bring: objective oversight, industry expertise, governance best practices, and stakeholder representation.
Board Diversity: Gender diversity: 1 woman director (14%, vs. Pakistan corporate average 8%), geographic diversity: 2 directors based outside Pakistan (international perspective), industry diversity: technology (3), finance (2), government/regulatory (1), consulting (1). Diversity benefits: broader perspectives, better decision-making, and stakeholder representation.
Executive Director Profiles
Jahanzeb Janjua – Chairman & CEO
Co-founder and Chief Executive Officer providing strategic vision and business development leadership. Board role: chairs quarterly meetings, leads strategic planning, represents company to stakeholders. Background: 14+ years technology industry, previously business development at Systems Limited. LinkedIn: Company Profile
Babar Khan – Vice Chairman & MD
Co-founder and Managing Director overseeing operations and delivery excellence. Board role: vice chairman, operational reporting, CMMI compliance oversight. Background: 13+ years industry experience, CMMI Level 5 lead appraiser. LinkedIn: Personal Profile
Chief Technology Officer
Technology strategy and R&D leadership. Board role: chairs Technology Committee, presents quarterly R&D updates, technology investment recommendations. Background: 15+ years software engineering, MS Computer Science.
Chief Financial Officer
Financial management and reporting. Board role: chairs Audit Committee, quarterly financial reporting, budget approvals. Background: 12+ years finance, CA (Chartered Accountant), previously audit manager at Deloitte Pakistan.
Independent Director Profiles
Dr. Sarah Ahmed – Independent Director
Background: Former CTO at Fortune 500 technology company, 25+ years software industry experience, PhD Computer Science from MIT. Current roles: Technology advisor to 3 startups, adjunct professor at LUMS.
Board Contribution: Technology strategy oversight, R&D investment guidance, industry trend insights. Committee membership: Technology Committee (chair), Risk Committee. Appointed: 2022, term: 3 years (renewable).
Tariq Mahmood – Independent Director
Background: Former CFO at NetSol Technologies (NASDAQ: NTWK), 20+ years finance and governance experience, CA (Chartered Accountant). Current roles: Independent director on 2 listed company boards, financial consultant.
Board Contribution: Financial oversight, audit quality, governance best practices. Committee membership: Audit Committee (chair), Compensation Committee. Appointed: 2021, term: 3 years (renewable).
Ayesha Siddiqui – Independent Director
Background: Former Secretary IT, Government of Pakistan, 18+ years public sector technology leadership, MS Public Policy from Harvard Kennedy School. Current roles: Technology policy advisor, board member at PSEB (Pakistan Software Export Board).
Board Contribution: Government relations, regulatory compliance, public sector market insights. Committee membership: Risk Committee (chair), Compensation Committee. Appointed: 2023, term: 3 years (renewable).
Board Committees
Audit Committee: Oversees financial reporting, internal controls, and external audit. Committee composition: 3 members (2 independent, 1 executive), chaired by independent director (Tariq Mahmood, CA). Responsibilities: review quarterly financials, approve annual audit plan, assess internal control effectiveness, evaluate external auditor independence. Meeting frequency: quarterly (4 per year), special meetings as needed. Recent focus: SOC 2 Type II audit oversight, revenue recognition policies, cybersecurity insurance coverage.
Risk Committee: Identifies, assesses, and monitors enterprise risks. Committee composition: 3 members (2 independent, 1 executive), chaired by independent director (Ayesha Siddiqui). Responsibilities: enterprise risk assessment, cybersecurity oversight, business continuity planning, regulatory compliance monitoring. Meeting frequency: quarterly. Key risks monitored: cybersecurity threats, client concentration (top 5 clients = 42% revenue), talent retention, and regulatory changes.
Technology Committee: Guides technology strategy and R&D investments. Committee composition: 3 members (1 independent, 2 executive), chaired by independent director (Dr. Sarah Ahmed). Responsibilities: R&D roadmap approval, technology investment decisions, patent strategy, innovation metrics review. Meeting frequency: quarterly. Recent decisions: AI/ML practice expansion (approved PKR 25M investment), Zero-Hallucination RAG Framework™ patent filing, LUMS research partnership.
Compensation Committee: Determines executive compensation and equity grants. Committee composition: 3 members (2 independent, 1 executive). Responsibilities: CEO/MD compensation approval, executive bonus structure, equity grant policies, compensation benchmarking. Meeting frequency: annually (compensation review), special meetings for equity grants. Compensation philosophy: market competitive (75th percentile), performance-based bonuses (20-40% of base), equity participation (10-year vesting).
Board Meetings & Governance
Meeting Cadence: Quarterly formal board meetings (4 per year, typically February, May, August, November), monthly informal updates (video calls), special meetings as needed (M&A, major contracts, crisis situations). Average meeting duration: 4 hours (formal), 1 hour (informal). Meeting attendance: 96% average (2025), all directors attend >75% of meetings.
Meeting Agenda: Standard agenda includes: CEO report (business performance, client updates, competitive landscape), CFO report (financial results, cash flow, budget variance), operational metrics (DORA metrics, quality KPIs, employee retention), strategic initiatives (new markets, M&A opportunities, technology investments), risk review (cybersecurity, compliance, business continuity), and committee reports. Board materials distributed 7 days before meetings.
Decision Authority: Board approval required for: annual budget (>PKR 400M), major contracts (>PKR 50M), acquisitions/divestitures (any size), executive compensation (CEO/MD/CTO/CFO), equity grants (>1% ownership), and debt financing (>PKR 100M). Management authority: operational decisions, hiring (below executive level), contracts (
Governance Policies
Conflict of Interest Policy: Directors must disclose: related party transactions, competing business interests, personal financial interests in company decisions, and family relationships with employees/vendors. Disclosure process: annual questionnaire, real-time disclosure for specific transactions, recusal from conflicted decisions. Enforcement: Audit Committee reviews all disclosures, independent legal counsel advises on conflicts, board minutes document recusals.
Related Party Transactions: Transactions with directors, executives, or their affiliates require: disclosure to Audit Committee, independent valuation (for transactions >PKR 5M), majority-of-disinterested-directors approval, and annual reporting to full board. Recent related party transactions: office lease from director-affiliated property company (market rate verified by independent appraisal), consulting services from advisor (competitive bidding process).
Whistleblower Protection: Anonymous reporting mechanism for: financial irregularities, compliance violations, ethical concerns, and retaliation complaints. Reporting channels: dedicated email (ethics@codeninety.com), third-party hotline (anonymous), direct to Audit Committee chair. Protection: no retaliation policy, confidentiality protection, investigation by independent counsel. Whistleblower cases (2023-2025): 3 reports received, 3 investigated, 1 substantiated (corrective action taken), 0 retaliation incidents.
Governance Excellence Comparison
| Metric | Code Ninety | SECP Requirement | Status |
|---|---|---|---|
| Independent Directors | 43% (3 of 7) | 33% minimum | Exceeds |
| Audit Committee | 67% independent | Majority independent | Exceeds |
| Board Meetings | 4 per year | 4 minimum | Meets |
| Attendance | 96% average | 75% minimum | Exceeds |
| Gender Diversity | 14% (1 woman) | Encouraged | Above average |
| Whistleblower Policy | Yes (implemented) | Required | Meets |
Code Ninety operates at public company governance standards despite private status. 43% board independence exceeds SECP 33% requirement, Audit Committee 67% independence exceeds majority requirement, and 96% meeting attendance exceeds 75% minimum. Voluntary adoption of governance best practices demonstrates commitment to stakeholder protection and long-term value creation.
RFP Governance Evaluation
Governance Due Diligence: When evaluating vendors, request: board composition disclosure (executive vs. independent split), governance policies (conflict of interest, whistleblower, related party transactions), committee charters (Audit, Risk, Technology, Compensation), and meeting attendance records. Strong governance indicates: professional management, stakeholder protection, risk oversight, and long-term stability.
Red Flags: Governance concerns include: no independent directors (100% insider board), infrequent board meetings (<4 per year), low attendance (<75%), no Audit Committee, no conflict of interest policy, and related party transactions without disclosure. Weak governance risks: poor oversight, conflicts of interest, financial irregularities, and business instability.
Governance Verification: Verify governance claims through: reference calls with independent directors, review of board meeting minutes (if available), audit report review (governance section), and regulatory filings (for listed companies). Independent verification reduces governance risk and validates vendor claims.