Corporate Governance

This statement is being presented to comply with the terms of the Code of Corporate Governance as contained in Regulation No. 5.19.24 of Rule Book of Pakistan Stock Exchange Limited for the purpose of establishing a framework of good governance, whereby a listed company is managed in compliance with the best practices of Corporate Governance.


  • Code of Corporate Governance (CCG)

    The Bank has complied with the requirements of the Regulations in the following manner:

    1. The total number of directors are eight (08) including the CEO (deemed director) as per the following:
    • Male: Seven (07)
    • Female: One (01)
    1. The Composition of Board is as follows
    Category Names
    Independent Director Dr. Muhammad Akram Sheikh

    Mr. Zafar Iqbal

    Ms. Nazrat Bashir

    Non-Executive Directors Mr. Mohammad Naeem Mukhtar

    Sheikh Mukhtar Ahmad

    Mr. Muhammad Waseem Mukhtar

    Mr. Aziz A. Khan

    Executive Director Mr. Tahir Hassan Qureshi, CEO
    1. The directors have confirmed that none of them is serving as a director on more than five listed companies, including Allied Bank Limited (excluding the listed subsidiaries of listed holding companies where applicable).
    2. The bank has prepared a Code of Conduct and has ensured that appropriate steps have been taken to disseminate it throughout the bank along with its supporting policies and procedures.
    3. The board has developed a vision/mission statement, overall corporate strategy and significant policies of the bank. A complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained.
    4. All the powers of the board have been duly exercised and decisions on relevant matters have been taken by board/ shareholders as empowered by the relevant provisions of the Act and these Regulations.
    5. The meetings of the board were presided over by the Chairman and, in his absence, by a director elected by the board for this purpose. The board has complied with the requirements of Act and the Regulations with respect to frequency, recording and circulating minutes of meeting of board.
    6. The board of directors have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations.
    7. Appropriate arrangements were made for orientation of Directors on their election with a view to acquaint them with their duties and responsibilities. Five members of the Board of Directors (Including the CEO) are Certified Directors from The Pakistan Institute of Corporate Governance (PICG) and Institute of Chartered Accountants of Pakistan (ICAP). Whereas three directors are exempted from such course on account of the experience and qualifications.
    8. The board has approved appointment of CFO, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of employment and complied with relevant requirements of the Regulations.
    9. CFO and CEO duly endorsed the financial statements before approval of the board.
    10. The board has formed committees comprising of members given below:a) Audit Committee of the Board (ACOB)
      • Mr. Zafar Iqbal – Chairman
      • Dr. Muhammad Akram Sheikh – Member
      • Mr. Muhammad Waseem Mukhtar – Member

      b) Human Resource & Remuneration Committee (HR&RC)

      • Mr. Abdul Aziz Khan – Chairman
      • Mr. Muhammad Waseem Mukhtar – Member
      • Dr. Muhammad Akram Sheikh – Member

      c) Board Risk Management Committee (BRMC)

      • Sheikh Mukhtar Ahmad – Chairman
      • Mr. Abdul Aziz Khan – Member
      • Dr. Muhammad Akram Sheikh – Member
      • Mr. Tahir Hassan Qureshi (CEO) – Member
    11. The terms of reference of the aforesaid committees have been formed, documented and advised to the committee for compliance.
    12. The frequency of meetings of the committee were as per following:
    13. a) Audit Committee of the Board at least once in every quarter.
    14. b) Human Resource & Remuneration Committee at least once in every quarter
    15. c) Board Risk Management Committee at least once in ever quarter.
    16. The board has set up an effective internal audit function who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Bank.
    17. The statutory auditors of the Bank have confirmed that they have been given a satisfactory rating under the quality control review program of the ICAP and registered with Audit Oversight Board of Pakistan, that they or any of the partners of the firm, their spouses and minor children do not hold shares of the bank and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP.
    18. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Act, these regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard.
    19. We confirm that all other requirements of the Regulations have been complied with.

    Mohammad Naeem Mukhtar

    Chairman

     

    Place & Dated:

    Faisalabad. February 13, 2019