Governance

Terms of Reference:

The Board Human Resources, Remuneration & Compensation Committee (BHRR&CC) ensures that the Bank manages its Human Resources in light of the best practices of the industry. It reviews and recommends Human Resource Management policies to the Board of Directors including but not limited to remuneration practices defined by the State Bank of Pakistan, the selection, evaluation, compensation (including retirement benefits), succession planning as well as the recommendation of structure of compensation package of Executive Directors, President & CEO, Key Executives and of any other employee(s) along with ensuring implementation of the same. The (BHRR&CC) also monitors the training activities, utilization and implementation of training & development budget and policy of the Bank.

Subsequent to Election of Directors on November 18, 2024, the new composition of the Board Committees will be updated in due course.

Terms of Reference:

The Board Risk Management Committee (BRMC) is responsible for assessing Bank’s policies on all major risk categories including credit, market, liquidity and operational risk and adequacy of the risk management function of the Bank. The BRMC reviews adequacy of the Bank’s capital in accordance with laid down rules and regulations as per Basel Accord. It also reviews the techniques developed and implemented to measure the Bank’s risk exposure. Its responsibilities include evaluation of the risk profile and appetite of the Bank and ensuring that systems are in place for monitoring overall risk of the Bank. The Committee reviews exception reports highlighting deviations from the approved policies as well as deliberates upon risk related reports including Shariah non-compliance and early warning signals of potential risks emerging from Bank’s activities.

Subsequent to Election of Directors on November 18, 2024, the new composition of the Board Committees will be updated in due course.

Terms of Reference:

The Audit Committee is responsible for determination of appropriate measures for safeguarding the Bank’s assets; review of quarterly, half-yearly and annual financial statements; review of management letter / assurance reports issued by external auditors and management’s response thereto; review and implementation of the scope, extent and plan of internal audit / Shariah audit; review of internal audit strategy; consideration of major findings, internal investigations of activities characterized by fraud, corruption and abuse of power, SBP inspection / supervisory assessment findings and management's response thereto; ascertaining that the internal control systems are adequate and effective; determination of compliance with relevant statutory requirements; audit observations; monitoring compliance with the best practices of corporate governance and oversight of implementation of Internal Controls over Financial Reporting (ICFR) program across the Bank, review effectiveness of whistle blowing procedures; ensure effectiveness of overall management of compliance and AML risk and consideration of any other issue or matter as may be assigned by the Board of Directors.

Subsequent to Election of Directors on November 18, 2024, the new composition of the Board Committees will be updated in due course.

Terms of Reference:

The Board Information Technology Committee (BoIT) advises and reports to the Board on status of technology activities and digital initiatives, reviews IT and digital strategies and relevant policies periodically considering major technological / regulatory developments. The BoIT ensures risk management strategies are designed and implemented to achieve resilience to respond to wide scale disruptions, including cyber-attacks. It receives periodic updates from IT Steering Committee to monitor all technology related projects and approves cloud-based outsourcing arrangements in line with the policy approved by the Board. If deemed necessary, the Committee seeks expert opinion from independent sources wherein the quorum comprises of any two members.

Subsequent to Election of Directors on November 18, 2024, the new composition of the Board Committees will be updated in due course.

Terms of Reference:

The Committee is responsible for reviewing and approving the Bank’s transition plan for IFRS9 implementation. It is required to review progress against the transition plan on a quarterly basis. The Committee is also responsible to ensure smooth implementation of IFRS9 within the timelines stipulated by the State Bank of Pakistan.

Subsequent to Election of Directors on November 18, 2024, the new composition of the Board Committees will be updated in due course.