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. Furthermore, the Committee evaluates sustainability risks, ESG considerations, and their financial implications, submitting annual progress reports to the Board.
Terms of Reference:
The Board Risk Management Committee (BRMC) is responsible for assessing the Bank's policies on all major risk categories including credit, market, liquidity and operational risk as well as the 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 BRMC 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.
Terms of Reference:
The Board Audit Committee (BAC) is responsible for determining appropriate measures to safeguard the Bank's assets; reviewing quarterly, half-yearly and annual financial statements; reviewing management letters/assurance reports issued by external auditors and management's response thereto; reviewing and implementing the scope, extent and plan of internal audit/Shariah audit; reviewing the internal audit strategy; considering 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; determining compliance with relevant statutory requirements; addressing audit observations; monitoring compliance with the best practices of corporate governance and overseeing the implementation of Internal Controls over Financial Reporting (ICFR) program across the Bank, reviewing the effectiveness of whistleblowing procedures; ensure the effectiveness of overall management of compliance and AML risk; and considering any other issues or matters as may be assigned by the Board of Directors.
Terms of Reference:
The Board Information Technology Committee (BITC) advises and reports to the Board on the status of technology activities and digital initiatives. It periodically reviews IT and digital strategies, as well as relevant policies, in light of major technological and regulatory developments, and makes recommendations to the Board of Directors. The BITC ensures that risk management strategies are designed and implemented to achieve resilience, enabling the Bank to respond effectively to large-scale disruptions, including cyber-attacks. The Committee receives periodic updates from the IT Steering Committee to monitor major technology-related projects and ensures that technology procurements align with the IT strategy. It also approves cloud-based outsourcing arrangements in accordance with the policy approved by the Board. If deemed necessary, the Committee seeks expert opinions from independent sources, with the quorum comprising any two members.
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.
As at December 31, 2024
M/s. A. F. Ferguson & Co., Chartered Accountants
Haidermota & Co. Advocates
