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Constitution:

  • Mr. Muhammad Kamran Shehzad (Chairman)

  • Ms. Nazrat Bashir (Member)

  • Mr. Mian Ikram Ul Haq (Member)

Terms of Reference:

The Audit Committee of the Board (ACOB) is responsible for assessing the adequacy of measures taken by management to safeguard the Bank’s assets. It reviews financial statements, focusing on key judgmental areas, significant adjustments, the going concern assumption, changes in accounting policies, and compliance with statutory and regulatory requirements, including related party transactions.

The Committee recommends the appointment of external auditors and coordinates with them to fulfill statutory obligations and the requirements of the Code of Corporate Governance. It is responsible for evaluating the effectiveness of the internal control system, including financial and operational controls, and ensuring an adequate reporting structure.

The Committee supports the Board of Directors in establishing a clear ‘tone at the top’ by promoting strong ethical practices, a robust control environment, and effective policies, procedures, and technological systems. It regularly reviews the status of Internal Controls over Financial Reporting (ICFR), the State Bank of Pakistan (SBP) Inspection Report, external auditors’ management letters, and weaknesses identified through internal audit.

Additionally, it ensures that an independent and effective internal audit function is in place.

Constitution:

  • Mr. Sheikh Mukhtar Ahmad (Chairman)

  • Mr. Zafar Iqbal (Member)

  • Ms. Nazrat Bashir (Member)

  • Mr. Aizid Razzaq Gill (Member)

Terms of Reference:

The Board Risk Management Committee (BRMC) is responsible for monitoring management’s adherence to risk policies, frameworks, and asset product programs, and for evaluating the Bank’s changing risk profile. It defines the Bank’s Risk Acceptance Criteria (RAC) and oversees the development of risk management principles that enhance stakeholder confidence.

The Committee reviews the quality of the asset portfolio, recommends strategies to reduce infected assets, and approves risk limits for credit, market, and operational risks. It also approves the credit approval matrix, write-offs, and the acquisition and resale of properties in settlement of Non-Performing Loans (NPLs).

It reviews and approves the acquisition, development, and upgrading of Risk Management Systems, excluding Information Security (InfoSec) Systems. The Committee oversees various risk-related functions, including the Asset Liability Committee, Compliance Committee, Risk Management, and Special Asset Management.

BRMC reviews multiple risk reports such as loss events, interest rate risk reports, stress testing results, and updates on NPLs and provisions. It also monitors compliance with Anti-Money Laundering (AML), Combating the Financing of Terrorism (CFT), and Countering Proliferation Financing (CPF) requirements, including risks identified through the National Risk Assessment.

As the Bank’s Sustainability Committee, it oversees sustainability-related risks, strategies, and initiatives. BRMC also reviews and recommends the Internal Capital Adequacy Assessment Report (ICAAP), Financial Stability Recovery Plan (FSRP), and the Business Continuity Planning (BCP) Activity Report to the Board on an annual basis.

Constitution:

  • Mr. Mohammad Naeem Mukhtar (Chairman)

  • Mr. Muhammad Waseem Mukhtar (Member)

  • Mr. Muhammad Kamran Shehzad (Member)

  • Mr. Aizid Razzaq Gill (Member)

Terms of Reference:

The e-Vision Committee reviews and recommends Information Technology (IT), Information Security, and Digital Banking policies, frameworks, and product programs to the Board of Directors. It provides strategic direction for digital transformation to improve customer experience and strengthen internal controls.

The Committee evaluates and recommends strategic plans related to IT, Information Security, and Digital Banking, including the automation of processes and alternate digital channels. It offers insights on international digital banking trends relevant to the Bank’s goals.

It oversees the IT Steering Committee, the IT Group, and the Digital Banking Group. The Committee monitors cybersecurity risk assessments, resilience strategies, and recovery planning against disruptions such as cyberattacks.

It also approves the acquisition, replacement, or upgrading of core technologies and outsourcing arrangements related to IT, Digital Banking, and cloud-based services. Furthermore, the Committee reviews Service Level Agreements (SLAs), information security awareness programs, and the Cybersecurity Action Plan, in accordance with the Bank’s Information Security Policy.

Constitution:

  • Mr. Mian Ikram Ul Haq (Chairman)

  • Mr. Muhammad Waseem Mukhtar (Member)

  • Mr. Zafar Iqbal (Member)

  • Chief Executive Officer (Permanent Invitee)

Terms of Reference:

The Human Resource & Remuneration Committee (HR&RC) defines the organizational structure and functional responsibilities across the Bank. It approves staff strength, key appointments, salary adjustments, bonuses, and special allowances.

It recommends to the Board of Directors matters relating to the appointment, compensation, and performance evaluation of key officers, including the Chief Financial Officer and Company Secretary. The Committee oversees training and development budget utilization and policy implementation.

It nominates executives to the boards of subsidiaries and affiliated companies and recommends remuneration and HR policies for both employees and directors. It monitors the Human Resource function and HR Committee performance and ensures a fair and transparent remuneration system that supports a pay-for-performance culture.

It is also responsible for recommending the appointment and contract renewal of Shariah Board Members to the Board.

Constitution:

  • Mr. Muhammad Waseem Mukhtar (Chairman)

  • Mr. Zafar Iqbal (Member)

  • Ms. Nazrat Bashir (Member)

  • Mr. Aizid Razzaq Gill (Member)

Terms of Reference:

The Strategic Planning & Monitoring Committee (SPMC) reviews the Bank’s medium- to long-term strategic plans, operational plans, and budgets prior to submission to the Board of Directors.

It monitors progress against approved plans and authorizes capital expenditures exceeding Rs. 30 million and donations between Rs. 1 million and Rs. 5 million. It approves the disposal and write-off of fixed assets as per the Expenditure Policy, and write-offs for other non-loan assets between Rs. 1.5 million and Rs. 5 million.

The Committee assists the Board in corporate development activities and strategic initiatives, including mergers, acquisitions, alliances, joint ventures, and divestitures. It also reviews Customer Service Standards and Service Quality, and oversees the Management Committee, the Fair Treatment of Customers Committee, and all business groups of the Bank.

Additionally, the Committee reviews and recommends policies, product programs, and frameworks that do not fall under the Terms of Reference of any other Board Committee.

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