Terms of Reference:
Primary responsibilities of Audit Committee of the Board are to determine appropriateness of measures taken by the Management to safeguard the Bank’s assets, review financial statements focusing on major judgmental areas, significant adjustments, going concern assumption, any change in accounting policies, compliance with applicable statutory and regulatory requirements and related party transactions. The Committee recommends appointment of the external auditors and also coordinates with them to fulfill statutory and Code of Corporate Governance requirements. The Committee is inter-alia responsible to ascertain the effectiveness of the Internal Control System including financial and operational controls, ensuring adequate and effective accounting and reporting structure and monitoring compliance with the best practices of the corporate governance. The Committee is also responsible to facilitate Board of the Directors in establishing an unambiguous and observable ‘tone at the top’ for strong and effective system of internal controls based on and supported by strong ethical practices, culture, comprehensive policies, procedures, processes and technological systems; keeping an oversight and quarterly review of the Internal Controls over Financial Reporting and review of all findings of State Bank of Pakistan (SBP) Inspection Report, Management Letter by external auditors and weaknesses identified in internal controls by Audit and Risk Review along with review of Bank’s Statement of Internal Controls prior to endorsement by the Board of Directors. The other function of the Committee includes assurance that an independent and effective internal audit function is in place.
Constitution:
Mr. Sheikh Mukhtar Ahmad (Chairman)
Mr. Abdul Aziz Khan – Member
Nazrat Bashir – Member
Mr. Aizid Razzaq Gill (CEO) – Member
Terms of Reference:
The primary functions of Board Risk Management Committee include monitoring of Management’s adherence to prudent and sound risk policies, assessing the everchanging risk profile and determining Risk Acceptance Criteria (RAC) of the Bank. The Committee ensures development of risk management principles to build stakeholders confidence, safeguard and enhance reputation. The Committee also monitors quality of asset portfolio and suggest measures to keep the infected portfolio at the minimum level. The Committee approves risk limits for credit, market and operational risks, credit approval grid and proposals regarding write-offs above certain limits. The Committee approves acquisition of properties against settlement of Non-Performing Loans (NPLs) and their resale. It also reviews and approve acquisition, development and upgrade of Risk Management Systems except InfoSec Systems. Overseeing of Asset Liability Committee, Risk Management Committee, Compliance Committee, Risk Management, Special Asset Management and Compliance functions is also undertaken by the Committee. The Committee also monitors the risk profile of the Bank and reviews various risk reports including loss event reports, Stress test Results, NPLs and provisions. In addition, it reviews compliance status of Anti- Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing Regulations, especially the major threats and vulnerabilities emanating from the assessment of Money Laundering, Terror Financing and Proliferation Financing threats based on the risk criteria and the findings of National Risk Assessment. It also oversees the Bank’s transition to IFRS-9.
Major functions of e-Vision Committee are to review and recommend IT related policies to the Board of Directors for approval and to provide strategic direction for e-banking and adoption of evolving technologies for providing new products and better services to its customers and to improve internal control environment. Review of strategic plans to improve Information Technology infrastructure and automation of processes and systems including alternate digital channels are within the scope of the responsibilities of the e-Vision Committee. The Committee provides assistance to the Board of Directors with insights regarding international developments in the field of e-banking evolving technologies for adoption; keeping in view the Bank’s requirements. It also oversees performance of IT Steering Committee and Information Technology and Digital Banking functions. The Committee also reviews information security governance initiatives and periodical risk assessments to ensure that Risk Management strategies are designed and implemented to achieve resilience, respond to wide-scale disruptions, including cyber-attacks and attacks on multiple critical infrastructure. Besides the above, the Committee also decides in principle on matters related to acquiring, replacing / upgrading of technology, software and hardware relating to banking solutions
Human Resource and Remuneration Committee defines the organizational structure and functional responsibilities of all areas of the Bank. It approves staff strength, key appointments, salary revisions, bonuses and special allowances and recommends to the Board of Directors regarding appointment, remuneration, bonuses and performance awards, terms and conditions of employment and other benefits of the Chief Financial Officer and Company Secretary. The Committee also monitors the utilization of training and development budget and implementation of approved training and development policy. The Committee nominates the Bank’s Directors and management personnel on the Board of Directors of other companies and subsidiaries. The Committee also recommends Remuneration Policy formulated for Employees, Directors and other Human Resource related policies to the Board of Directors, besides monitoring performance of Human Resource Committee and Human Resource function. In addition to the above, the Committee also ensures that a fair, transparent and competitive remuneration mechanism is developed and put in place to encourage the culture of ‘pay for performance’.
Constitution:
Strategic Planning and Monitoring Committee is responsible to review medium to long term strategic plans, operational plan and budget of the Bank before Board of Director’s consideration and approval. The Committee monitors progress against above referred plans and budget. The Committee is also responsible to approve capital expenditure over Rs. 30 million and donations of over Rs. 1 million up to Rs. 5 million. It approves disposal and write-off of fixed assets as per amount and limits prescribed in Expenditure Policy of the Bank; and write-off pertaining to other assets (other than Loans & Fixed Assets) exceeding Rs. 1.5 million and up to Rs. 5 million. The Committee is also responsible to assist the Board of Directors on corporate development activities and new initiatives including, but not limited to acquisitions, mergers, alliances, joint ventures and divestitures. The Committee also oversees performance of Management Committee and Fair Treatment of Customers Committee, Corporate Investment Banking, Commercial and Retail Banking, Islamic Banking, Treasury, Finance, Banking Services, Corporate Affairs, Digital Banking, General Services and Real-Estate functions of the Bank.