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Terms of Reference of Board Committees
Company Information
 

TORs of Board Committees

BOARD AUDIT COMMITTEE (BAC)

The BAC comprises of the following:

  • Ms. Shazia Syed -Chairperson
  • Mr. Haider Zameer Choudrey - Member
  • Mr. Rizwan Pervez - Member

TERMS OF REFERENCE:

The primary activity of the audit committee is to provide oversight of the financial reporting process, the audit process, the company’s system of internal controls and compliance with laws and regulations.

The audit committee keeps an eye on the significant accounting and reporting issues and recent professional and regulatory changes to understand the potential impact on financial position.

The committee reviews the results of an audit with management and external auditors, including matters required to be communicated to the committee under generally accepted auditing standards. Controls over financial reporting, information technology security and operational matters fall under the purview of the committee.

The audit committee is responsible for the appointment, compensation and oversight of the work of the auditor. As such, CPAs report directly to the audit committee, not management.

Audit committees meet separately with external auditors to discuss matters that the committee or auditors believe should be discussed privately. The committee also reviews proposed audit approaches and handle coordination of the audit effort with internal audit staff. When an internal audit function exists, the committee will review and approve the audit plan, review staffing and organization of the function, and meet with internal auditors and management on a periodic basis to discuss matters of concern that may arise.

Audit committees must have authority over their own budgets and over external auditors. It is through these protections that investors will come to trust the financial reports released by companies.

While boards should seek members who can provide a diverse range of competent perspectives based on their experience and expertise, it is nevertheless imperative that board members are knowledgeable and conversant in the language of finance and accounting. This need is particularly acute for the audit committee.

BOARD HUMAN RESOURCE & COMPENSATION COMMITTEE (HRCC):

The HRCC comprises of the following:

  • Mr. Tariq Rashid - Chairman
  • Sir Mohammed Anwar Pervez, OBE, HPk- Member
  • Mr. Arshad Ahmad Mir - Member
  • Mr. Rizwan Pervez- Member

TERMS OF REFERENCE:

Recommend to the board for consideration and approval a policy framework for determining remuneration of directors (both executive and non-executive directors) and members of senior management in accordance with relevant prevailing regulatory guidelines. The definition of senior management will be determined by the board which shall normally include the first layer of management below the chief executive officer level.

Assess whether the remuneration policy is aligned with the significant regulatory requirements including Guidelines on Remuneration Practices issued by the State Bank of Pakistan (SBP)

Undertaking, semi-annually and annually a formal process of evaluation of performance of the Board as a whole and its committees either directly or by engaging external independent consultant and if so appointed, a statement to that effect shall be made in the directors’ report disclosing therein name and qualifications of such consultant and major terms of his / its appointment.

Recommending human resource management policies to the Board.

Recommending to the Board the selection, evaluation, development, compensation (including retirement benefits) of chief operating officer, chief financial officer, company secretary and head of internal audit.

Consideration and approval on recommendations of chief executive officer on such matters for key management positions who report directly to chief executive officer or chief operating officer.

Where human resource and remuneration consultants are appointed, they shall disclose to the committee their credentials and as to whether they have any other connection with the company.

BOARD IT COMMITTEE (BITC):

The BITC comprises of the following:

  • Mr. Tariq Rashid - Chairman
  • Lord Zameer M. Choudrey, CBE, SI,Pk - Member
  • Mr. Haider Zameer Choudrey - Member
  • Mr. Shazad G. Dada - Member

TERMS OF REFERENCE:

BITC committee ensure that the Bank’s technology programs enable organization’s business objectives and strategies, and management provides appropriate support for managing Information Technology (IT) and Cyber Security Risk.
BITC advises the Bank’s senior technology management team and apprise the Board on technology related matters.

BITC committee review and ensure the following:

  • It reviews and approve governance framework(s) to ensure that organization’s technology functions support and enable the achievement of corporate strategies and objectives.
  • Review IT, Information Security (IS) and Digital Strategies and relevant policies before submission to the Board.
  • Responsible for advising and reporting to the Board on the status of technology activities and digital initiatives at UBL. These reports should enable the Board to make decisions without having to be involved in routine activities.
  • Ensure that risk management strategies are designed and implemented to achieve resilience, such as the ability to effectively respond to wide-scale disruptions, including cyber-attacks and attacks on multiple critical infrastructure sectors.
  • Receive periodic updates from IT and IT Steering Committees to monitor all technology related projects approved by the Board to ensure timely delivery and compliance of the projects.
  • Ensure that technology procurements are aligned with IT Strategy approved by the Board.
  • Seek expert opinion from independent sources / subject matter experts where necessary.
  • Establish an efficient and effective technology organization structure.
  • Ensure that resource gaps (people, process & technology) identified by the management are adequately and timely fulfilled.
  • Ensure that the skills required for technology governance, service delivery, information security and risk management are sufficient and up-to-date.
  • Approve and receive periodic updates on major technology-related projects that may have significant impact on UBL operations. Further, it shall also define the criteria for major technology projects.
  • Ensure that appropriate support is provided to IT and IS functions by the stakeholders across the organization for these functions to operate effectively.
  • Provide oversight to ensure regulatory compliance is achieved by the technology setups of the organization (Information Technology, Information Security and Innovation).
  • Monitor budgets allocated to IT, IS and Innovation Projects and their utilization.
  • Ensure maintenance of an independent and effective technology audit function commensurate with the complexity of UBL technology risk profile.
  • Approve all cloud-based outsourcing arrangements in line with the policy approved by the Board and recommend the same to the Board for final approval

BOARD RISK AND COMPLIANCE COMMITTEE (BRCC):

The BRCC comprises of the following:

  • Mr. Arshad Ahmad Mir - Chairman
  • Lord Zameer M. Choudrey, CBE, SI Pk - Member
  • Ms. Shazia Syed - Member
  • Mr. Shazad G. Dada - Member

TERMS OF REFERENCE:

The BRCC committee to make layout risk management framework through risk management policies and to oversee the evolution of all Risk Policies by gauging its effectiveness in the fast changing economic scenario according to the requirement of the time and challenges ahead, for approval by the Board of Directors. Oversee risk management function across the bank and ensure compliance with risk management policy through Operational Risk & Basel Department (ORBD), Treasury & Market Risk Division (TMR), Credit Risk Management Division (CRM) and Credit Policy Division (CP). Further, the oversee compliance functions of the bank to take feedback on the implementation of policies / procedures/laws and regulations and review the effectiveness of system for monitoring compliance of the SBP Prudential regulations and the results of managements’ corrective actions and follow up of any instances of non-compliance.

BRCC require Risk Group to undertake portfolio evaluations covering Credit Risk, Market Risk, Operational Risk & Capital Adequacy in order to form a comprehensive view of risks handled by the bank. Ensure that management sets limit for acceptable level of various risks.

BRCC committee review the following:

  • Review the bank’s capital allocation in terms of market, credit and operational risks under the prevalent Basel II and III framework and further review NPLs for various portfolios including corporate, commercial and consumer also Review write offs of loans/advances in respect of Retail Bank, Agriculture, Consumer Bank, Corporate & Commercial Banking Group and SAM approved by the in house credit committee as per the approval authority delegated by the President.
  • Review fresh credits and enhancement in existing facilities in excess of Rs. 2000 Million approved by the President/CEO will be submitted to the BRCC and Board of Directors for review.
  • Review the status of compliance on exceptions/irregularities reported by regulating agencies of all countries and branches. Obtain regular updates on other Compliance matters. Monitor compliance with the best practices of corporate governance and identification of significant violations thereof.
  • Review quarterly report on Compliance activities prepared by the Compliance Group and provide input and guidance, wherever the BRCC may so desire.
  • Review and assess the adequacy of the committee’s Terms of Reference as and when necessary, requesting the Board of Directors approval for proposed changes.
  • Review Status of Shariah Compliance Activities of UBL Ameen, prepared by Shariah Compliance Department.
  • Oversee and review the significant noncompliance issues of IT polices, emerging through reviews and self-assessment process and keep the Board abreast with critical IT and Cyber security issues.

Board Nomination Committee (BNC):

The BNC comprises of the following:

  • Sir Muhammad Anwar Pervez OBE HPk - Chairman
  • Lord Zameer M. Choudrey, CBE, SI Pk - Member
  • Mr. Arshad Ahmad Mir - Member

TERMS OF REFERENCE:

The BNC committee review the profiles of the persons, including the academic background, skills, knowledge and experience at the time of induction of the directors as and when it deems appropriate, the structure, size and composition of the Board and its Committees to make recommendations to the Board for any change, if required.

It will also assess and encourage the independence of independent non-executive directors and keep a watch on the succession planning of the directors and the President & CEO, it will also formulate the recommendations to fill the casual vacancies on the Board and Board Committees in a timely manner.

BNC describe roles and responsibilities for each of the above appointments and to review and make recommendations to the Board on appointment of members of any other Board Committee, including appointment of market experts/professionals, as mandated by the Board subject to permissible in regulatory guidelines.

BNC monitor the arrangements for orientation and training programs for members of the Board and to monitor the process of annual Board Evaluation process as per regulatory requirements. It is also carry out any other function that may be mutually agreed upon by the Committee with the approval of the Board.