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Corporate Governance

Submitted To:
Prof. Yaseen Jamal
Submitted By:
Group 1
1- Sidra Saleem ( 11 )
2- Noor-ul-ain (09 )
3- Bano Shah ( )
Program:
MBA (semester 6)
Date:

11-Feb-14

UNIVERSITY OF CENTRAL PUNJAB

Table of contents:
Preface ----------------------------------------------- 7
Acknowledgment -------------------------------------- 8
Project objectives-------------------------------------- 9
2

Introduction to banking in Pakistan----------------------- 10 Overview of


Bank of Punjab----------------------------- 12
Vision & Mission statement----------------------------- 15
Core values------------------------------------------ 16
Awards --------------------------------------------- 17
Organizational hierarchy chart-------------------------- 19
Business volume ------------------------------------- 20
Product line ----------------------------------------- 22-25

Deposit Products--------------------------------- 22
Profit & Loss sharing term account------------------ 22
Consumer finance-------------------------------- 22
Electronic banking-------------------------------- 23
Services---------------------------------------- 24
Agriculture credit-------------------------------- 25
Trade finance----------------------------------- 25

Competitors ----------------------------------------- 26
Introduction to all departments------------------------- 26

Retail Banking division---------------------------- 28


Social asset management division------------------ 28
Credit administration division---------------------- 28
Human resource division--------------------------28
Finance division----------------------------------- 28
Information technology division--------------------- 29
Operations division------------------------------- 29
Training, research, communication and public division-- 29
Audit and inspection division----------------------- 29
Law division------------------------------------- 29

Functional hierarchy of Bank of Punjab-------------------- 30


Comment on organizational structure of BOP-------------- 30

Division of labor--------------------------------- 30
Span of control---------------------------------- 30
Communication--------------------------------- 31
3

Management information system of BOP----------------- 31


Introduction to information technology (IT) -------------- 32
Master organogram of IT department------------------- 33
Functions of IT division------------------------------- 34

Support function-------------------------------- 34
ATM function----------------------------------- 35
Information security function---------------------- 36
Network functions------------------------------- 38
MIS/Web function-------------------------------- 39
Development function---------------------------- 40
Project development function---------------------- 42
Procurement function----------------------------- 42

Regional system administrator-------------------------- 43

Functions and responsibilities--------------------- 43


Branch administrator---------------------------------- 45

Primary responsibilities--------------------------- 45
Secondary responsibilities------------------------ 48
Hardware Software and Networking at BOP--------------- 49

Hardware-------------------------------------- 49
Software--------------------------------------- 59
Networks-------------------------------------- 52
How BOP uses its hardware software and networks---- 54

Online presence------------------------------------- 59
Information Technology Security-----------------------59

Branch office---------------------------------- 59
Head office----------------------------------- 63
Backup procedure----------------------------------64

SWIFT Disaster Recovery Process----------------- 65


Conclusion---------------------------------------- 70
Recommendations---------------------------------- 71
4

References ---------------------------------------- 72

IN THE NAME OF ALLAH THE MOST BENIFICIENT AND


MERCIFUL

DEDICATION

Dedicated to our venerable teachers beloved parents,


Who have always prayed for us,
And encouraged us
At every step in this project
As well as every step that we have taken,
In our life.

Preface
In this era of technology we cannot name even a single business
which can operate without information technology. In fact now a
days success of any business is dependent on proper utilization
and upgrading of its management information system.
The term is not new to the banking sector. Since the early 80s,
banks have been using this terminology to refer to the process of
generating various reports and analyses at the Corporate/Head
offices for decision making for own use as well as for convenience
to authorities in charge of regulation.
MIS in the present context of high availability of voluminous data
on electronic media at diverse locations and on diverse platforms
has become more pertinent to banks decision-making process,
thanks to the availability of new tools of technology such as data
warehousing, data mining. Management Information System would
thus be the end product of both the processes - data warehousing
and data mining.

For our project we selected Bank of Punjab to analyze its


Management Information System pattern, see the good aspects
and find out any flaws if present. This project contains a detailed
study of Management Information System and analysis of various
MIS components at Bank of Punjab along with recommendations
and suggestions.

Acknowledgments

One of the great pleasures of writing the report is acknowledging


the efforts of many people whose names may not appear on the
cover but whose hard work, cooperation, friendship and
understanding were crucial to the production of this report.
We would like to acknowledge the efforts of Prof. Javaid Akhtar,
whose continuous guidance helped us to complete this project
report.
A very special thanks to Mr. Qayoom Niazi and Miss sabahat
Nazeer who helped us finish this project report.

Sidra Saleem
Samreen Ejaz
Rabbia Shakeel
Shereen Salam Ghouri
Syeda Sana Zahra
DATE: 11.2.2015

Project Objectives
Every project is done with certain objectives kept in mind. Our
study on Management Information System at Bank of Punjab was
to determine:

To determine if MIS policies or practices, processes,


objectives, and internal controls are adequate.

To evaluate whether MIS applications provide users with


timely, accurate, consistent, complete, and relevant
information.
To assess the types and level of risk associated with MIS and
the quality of controls over those risks.
To determine whether MIS applications and enhancements
to existing systems adequately support corporate goals.
To determine if MIS is being developed in compliance with
an approved corporate MIS policy or practice statement.
To analyze various components of MIS being applied at the
Bank.
To know about the networking and database management
of the organization.

Introduction of Banking in Pakistan

Banking plays a major role in a countrys economy. After partition of


India and Pakistan British governments commission distribute the
reserves between Pakistan and India.
In August 1947, various Banks transferred their headquarters and
funds to India. Before partition of Pak-o-Hind, some Banks were
operated which were Chartered Bank, Grind-lays Bank, Imperial
Bank of India, Australasia Bank and Habib Bank. After the
independence of Pakistan, Muslim Commercial Bank Limited, Bank of
Bahawalpur Limited, Punjab National Bank and National Bank of
Pakistan were providing banking facilities to general public.
The State Bank of Pakistan was inaugurated by our great leader
Muhammad Ali Jinnah. On 1st July 1948. Australasia Bank and Habib
8

Bank were providing facilities to the Pakistans nation. After some


period, Australasia Bank Limited was converted into Allied Bank of
Pakistan.
State Bank of Pakistan is a Central Bank of Pakistan. Other Banks are
Commercial Banks, Specialized Bank and Investment Banks.
Now a day in Pakistan, fifty four banks are operated with thousands
of branches. Banks are providing Banking facilities to their
customers and clients by offering different services and packages.

Pakistans banking sector consisting of Islamic Banks, Private Banks,


Public Sector Banks, and Micro Finance Banks. These Banks are
doing Corporate Banking, Trade Financing, Lease Financing and
some Banks are providing online banking facilities, ATM facility and
money transfer facilities also.
Banking sector is a back bone of our economy. If this sector is
making progress than whole economy is also growing a lot. Our
Agricultural sector, Industrial sector, Mining sector, Export sector all
depend on the banking industry because Banks provide long term
funds as well as short term funds to all these sectors to meet out
their short term as well as long term requirement. Hence, banking
progress is necessary indeed.

Overview of the Organization

History

The Bank of Punjab started functioning with the inauguration of its


first branch of 7-Egerton Road, Lahore on November 15, 1989. The
founder of the bank Mr. Nawaz Sharif performed the inauguration.
The Bank of Punjab is working as a scheduled bank with its 273
branches in all major cities of the country. The bank provides all
types of banking services such as Deposit in Local currency, Client
Deposits in Foreign currency, Remittances and Advances to
businesses, trade, industry and agriculture. The Bank of Punjab has
entered into a new era of science to the nation under the
experienced and professional hands of its management.
The Bank of Punjab has played a vital role in the national economy
through mobilization of untapped local resources, promoting savings
and providing funds for investments.
The Bank of Punjab has played a vital role in the economy through
mobilization of untapped local resources, promoting savings and
providing funds for investment.
The Bank of Punjab has the privilege to discharge its responsibilities
towards national prosperity and progress. Within the couple of years
of its scheduling, the bank has not only carved out for itself
prominent niche in the mainstream banking of the country but in
certain areas it has the distinction of taking the lead. In short span
of time the Bank has been able to evolve a distinct corporate culture
through of its owned-based policies, which are realistic and are on
highly professional footings.

10

Type

Public

Industry

Banking, insurance

Founded

1989
Lahore, Pakistan

Headquarters

Lahore, Pakistan

Key people

Naeemuddin Khan,
President
Khalid Timizey, Deputy
CEO
Moghis Bokhari, Head
HR
Shahid W. Mahmood,
Chief Risk Officer,
Mustafa Hamdani, Head
Transactional Banking
Azhar H. Dilawari, Head
Information Technology

Products

Financial services

Revenue

PKR 17,752
Million (2009)[1]

Net income

PKR 6,616
Million (2009)[1]

Number of
employees

6,092

Website

www.bop.com.pk

[2]

11

Vision and Mission statement

Vision Statement
To be a customer focused bank with service
Excellence

Mission Statement

12

To exceed the expectation of our


stakeholders by
Leveraging our relationship with the
government of
Punjab and delivering a complete range of
professional
Solutions with a focus on program driven
products
And services in the agriculture and middle
markets
Through a motivated team"

Our Core Values


These are the values we celebrate;

Our Customers:
As our first priority

Profitability:
For the prosperity of our stakeholders that allows us to
constantly invest, improve and succeed

Corporate Social Responsibility:


To enrich the Lives of community where we operate

Recognition and Reward:

13

For the talented and high performing employees

Excellence:
In everything we do

Integrity:
In all our dealings

Respect:
For our customers and each other

Awards:
14

Excellence Award by the Central Board of Revenue


The Central Board of Revenue presented "Excellence Award" to
the Bank of Punjab in recognition of the contribution made by
the bank towards Government exchequer.
3rd Kissan Time Awards
In recognition of Bank's contribution in development and
growth of agricultural sector, the Bank honoured with "Top
Bank for Agriculture Loans" and "Best Bank CropInsurance"
under 3rd Kissan Time Awards year 2006.
Best Corporate Report Award
Annual Report of the Bank for the year 2005 won 5th position
for "The Best Corporate Report Award" for the Financial sector,
adjudicated jointly by the Institute of Chartered Accountants of
Pakistan and the Institute of Cost and Management
Accountants of Pakistan.
16th Bolan Excellence Award
The Bank was awarded Best Bank Award under 15th Bolan
Excellence Awards distributed in 2006.
Achievement Award
The Lahore Chamber of Commerce & Industry (LCCI) awarded
the Bank "LCCI Achievement Award" 2006.

GOALS:
To achieve its objective the bank aims to:
Ensure that its performance in all facts of its operations more
than matches that of its competitors.
Maintains a comprehensive range of domestic and
international activities.
Maximize contributions from its key sources of personal
machines brands representation and capital.
Be innovative progressive and the need of its customers with
in the frame work of operational and prudent risk taker.
Act as a reputable efficient and responsible organization.
Pursue personal policies which recognize the aspirations and
performance of individual and which are suited to the devise
levels of skills.

15

Corporate Governance
INTRODUCTION
Corporate governance is the set of processes, customs, policies,
laws, and institutions affecting the way a corporation (or company)
is directed, administered or controlled. Corporate governance also
includes the relationships among the many stakeholders involved
and the goals for which the corporation is governed. In simpler
terms it means the extent to which companies are run in an open &
honest manner.

Corporate governance has three key constituents namely: the


Shareholders, the Board of Directors & the Management. Other
stakeholders include employees, customers, creditors, suppliers,
regulators, and the community at large. The concept of corporate
governance identifies their roles & responsibilities as well as their
rights in the context of the company. It emphasizes accountability,
transparency & fairness in the management of a company by its
Board, so as to achieve sustained prosperity for all the stakeholders.

Corporate governance is a synonym for sound management,


transparency & disclosure. Transparency refers to creation of an
16

environment whereby decisions & actions of the corporate are made


visible, accessible & understandable. Disclosure refers to the
process of providing information as well as its timely dissemination.

In A Board Culture of Corporate Governance, business author


Gabrielle O'Donovan defines corporate governance as An internal
system encompassing policies, processes and people, which serves
the needs of shareholders and other stakeholders, by directing and
controlling management activities with good business savvy,
objectivity, accountability and integrity. Sound corporate
governance is reliant on external marketplace commitment and
legislation, plus a healthy board culture which safeguards policies
and processes.

BACKGROUND
As mentioned earlier, the term corporate governance is related to
the extent to which the companies are transparent & accountable
about their business. Corporate governance today has become a
major issue of interest in most of the corporate boardrooms,
academic circles & even governments around the globe.

19th Century
In the 19th century, state corporation laws enhanced the rights of
corporate boards to govern without unanimous consent of
shareholders in exchange for statutory benefits like appraisal rights,
to make corporate governance more efficient. Since that time and
because most large publicly traded corporations in the US are
incorporated under corporate administration-friendly Delaware law
and because the US's wealth has been increasingly securitized into
various corporate entities and institutions, the rights of individual
owners and shareholders have become increasingly derivative and
dissipated. The concerns of shareholders over administration pay
and stock losses periodically has led to more frequent calls for
corporate governance reforms.

20th Century
17

In the 20th century, in the immediate aftermath of the Wall Street


Crash of 1929, legal scholars such as Adolf Augustus Berle, Edwin
Dodd, and Gardiner C. Means pondered on the changing role of the
modern corporation in society. From the Chicago school of
economics, Ronald Coase's "The Nature of the Firm" (1937)
introduced the notion of transaction costs into the understanding of
why firms are founded and how they continue to behave. Fifty years
later, Eugene Fama and Michael Jensen's "The Separation of
Ownership and Control" (1983, Journal of Law and Economics) firmly
established agency theory as a way of understanding corporate
governance: the firm is seen as a series of contracts. Agency
theory's dominance was highlighted in a 1989 article by Kathleen
Eisenhardt ("Agency theory: an assessement and review", Academy
of Management Review).

World War 2
The expansion of US after World War II through the emergence of
multinational corporations saw the establishment of the managerial
class. Accordingly, the following Harvard Business School
management professors published influential monographs studying
their prominence: Myles Mace (entrepreneurship), Alfred D.
Chandler, Jr. (business history), Jay Lorsch (organizational behavior)
and Elizabeth MacIver (organizational behaviour). According to
Lorsch and MacIver "Many large corporations have dominant control
over business affairs without sufficient accountability or monitoring
by their board of directors."

1970s
Since the late 1970s, corporate governance has been the subject of
significant debate in the U.S. and around the globe. Bold, broad
efforts to reform corporate governance have been driven, in part, by
the needs and desires of shareowners to exercise their rights of
corporate ownership and to increase the value of their shares and,
therefore, wealth. Over the past three decades, corporate directors
duties have expanded greatly beyond their traditional legal
responsibility of duty of loyalty to the corporation and its
shareowners.

1990s
18

In the first half of the 1990s, the issue of corporate governance in


the U.S. received considerable press attention due to the wave of
CEO dismissals (e.g.: IBM, Kodak, Honeywell) by their boards. The
California Public Employees' Retirement System (CalPERS) led a
wave of institutional shareholder activism (something only very
rarely seen before), as a way of ensuring that corporate value would
not be destroyed by the now traditionally cozy relationships between
the CEO and the board of directors (e.g., by the unrestrained
issuance of stock options, not infrequently back dated).

1997
In 1997, the East Asian Financial Crisis saw the economies of
Thailand, Indonesia, South Korea, Malaysia and The Philippines
severely affected by the exit of foreign capital after property assets
collapsed. The lack of corporate governance mechanisms in these
countries highlighted the weaknesses of the institutions in their
economies.

2000s
In the early 2000s, the massive bankruptcies (and criminal
malfeasance) of Enron and Worldcom, as well as lesser corporate
debacles, such as Adelphia Communications, AOL, Qwest, Arthur
Andersen, Global Crossing, Tyco, etc. led to increased shareholder
and governmental interest in corporate governance. Because these
triggered some of the largest insolvencies, the public confidence in
the corporate sector was sapped. The popular perception was that
corporate leadership was fraught with greed & excess. Inadequacies
& failure of the existing systems, brought to the fore, the need for
norms & codes to remedy them. This resulted in the passage of the
Sarbanes-Oxley Act of 2002, (popularly known as Sox) by the United
States.

DEFINITIONS OF CORPORATE
GOVERNANCE
19

"Corporate governance is a field in economics that investigates


how to secure/motivate efficient management of corporations
by the use of incentive mechanisms, such as contracts,
organizational designs and legislation. This is often limited to
the question of improving financial performance, for example,
how the corporate owners can secure/motivate that the
corporate managers will deliver a competitive rate of return"
- www.encycogov.com, Mathiesen [2002].
Corporate governance deals with the ways in which suppliers
of finance to corporations assure themselves of getting a
return on their investment.
-The Journal of Finance, Shleifer and Vishny [1997].

"Corporate governance is the system by which business


corporations are directed and controlled. The corporate
governance structure specifies the distribution of rights and
responsibilities among different participants in the corporation,
such as, the board, managers, shareholders and other
stakeholders, and spells out the rules and procedures for
making decisions on corporate affairs. By doing this, it also
provides the structure through which the company objectives
are set, and the means of attaining those objectives and
monitoring performance".
OECD April 1999. OECD's definition is consistent with the one
presented by Cadbury [1992, page 15].

"Corporate governance - which can be defined narrowly as the


relationship of a company to its shareholders or, more broadly,
as its relationship to society".
- From an article in Financial Times [1997].

"Corporate governance is about promoting corporate fairness,


transparency and accountability".
J. Wolfensohn, (President of the Word bank, as quoted by an
article in Financial Times, June 21, 1999).

20

Some commentators take too narrow a view, and say it


(corporate governance) is the fancy term for the way in which
directors and auditors handle their responsibilities towards
shareholders. Others use the expression as if it were
synonymous with shareholder democracy. Corporate
governance is a topic recently conceived, as yet ill-defined,
and consequently blurred at the edgescorporate governance
as a subject, as an objective, or as a regime to be followed for
the good of shareholders, employees, customers, bankers and
indeed for the reputation and standing of our nation and its
economy
Maw et al. [1994].

Sir Adrian Cadbury in his preface to the World Bank publication

Corporate Governance: A framework for implementation,


said, Corporate governance is holding the balance between
economic & social goals and between individual & community
goals. The aim is to align as nearly as possible, the interests of
individuals, corporations & society.

The Cadbury Committee U.K, defined corporate governance as


follows:
It is a system by which companies are directed & controlled.

SCOPE & IMPORTANCE OF CORPORATE


GOVERNANCE
Corporate governance is all about ethics in business. It is about
transparency, openness & fair play in all aspects of business
operations. The key aspects to corporate governance include:

Accountability of Board of Directors & their constituent


responsibilities to the ultimate owners- the shareholders.
21

Transparency, i.e. right to information, timeliness & integrity of


the information produced.
Clarity in responsibilities to enhance accountability.
Quality & competence of Directors and their track record.
Checks & balances in the process of governance.
Adherence to the rules, laws & spirit of codes.

An active & involved board consisting of professional & truly


independent directors plays an important role in creating trust
between a company & its investors and is the best guarantor of
good corporate governance.

Good corporate governance is integral to the very existence of a


company. It is important for the following reasons:

Corporate governance ensures that a properly structured


Board, capable of taking independent & objective decisions is
at the helm of affairs of the company. This lays down the
framework for creating long-term trust between the company
& external providers of capital.
It improves strategic thinking at the top by inducting
independent directors who bring a wealth of experience & a
host of new ideas.
It rationalizes the management & monitoring of risk that a
corporation faces globally.

22

Corporate governance emphasizes the adoption of transparent


procedures & practices by the Board, thereby ensuring
integrity in financial reports.
It limits the liability of top management & directors, by
carefully articulating the decision making process.
It inspires & strengthens investors confidence by ensuring that
there are adequate number of non-executive & independent
directors on the Board, to look after the interests & well-being
of all the stakeholders.
Corporate governance helps provide a degree of confidence
that is necessary for the proper functioning of a market
economy, as it contemplates adherence to ethical business
standards.
Finally, globalization of the market place has ushered in an era
wherein the quality of corporate governance has become a
crucial determinant of survival of corporates. Compatibility of
corporate governance practices with global standards has also
become an important constituent of corporate success. Thus,
good corporate governance is a necessary pre-requisite for the
success of Indian corporates.

THE SARBANES-OXLEY ACT


The Sarbanes-Oxley Act (often referred to as Sox) is a legislation
enacted in response to the high-profile financial scandals like Enron,
WorldCom, Tyco, AOL, etc. so as to protect the shareholders &
general public from accounting errors & fraudulent practices in the
enterprise. The Act is administered by the Securities & Exchange
Commission (SEC), which sets deadlines for compliance & publishes
rules on requirements. The Act is not a set of business practices &
does not specify how a business should store records; rather it
defines which records are to be stored & for how long. The
legislation not only affects the financial side of corporations but also
23

the IT Departments of these, whose job is to store their electronic


records. The Sarbanes-Oxley Act states that all business records,
including electronic records & electronic messages must be saved
for not less than five years. The consequences of non-compliance
are fines, imprisonment or both.

The following sections of the Act contain three rules that affect the
management of electronic records.
1) The first rule deals with destruction, alteration & falsification of
records.

Sec 802 (a) states that, Whoever knowingly alters, destroys,


mutilates, conceals, covers up, falsifies or makes a false entry in any
record, document or tangible object with the intent to impede,
obstruct or influence the investigation or proper administration of
any matter within the jurisdiction of any department or agency of
the United States or any case filed under Title 11, or in relation to or
contemplation of any such matter or case, shall be fined under this
title, imprisoned not more than 20 years, or both.

2) The second rule defines the retention period for storage of


records. Best practices indicate that corporations securely store all
business records using the same guidelines as set for public
accountants.
Sec 802 (a) (1) states that, Any accountant who conducts an audit
of an issuer of securities to which section 10 A (a) of Securities
Exchange Act of 1934 [15 U.S.C 78j- 1 (a)] applies, shall maintain all
audit or review work papers for a period of 5 years from the end of
the fiscal period in which the audit or review was concluded.

3) The third rule refers to the type of business records that need to
be stored, including all business records & communication, which
includes electronic communication also.

24

Sec 802 (a) (2) states that, The Securities & Exchange Commission
shall promulgate within 180 days , such as rules & regulations, as
are reasonably necessary relating to the retention of relevant
records such as work papers, documents that form the basis of an
audit or review, memoranda, correspondence, other documents &
records (including electronic records), which are created, sent or
received in connection with an audit or review & contain
conclusions, opinions, analyses or financial data relating to such an
audit or review.

SarbanesOxley Act contains 11 titles that describe specific


mandates and requirements for financial reporting. Each title
consists of several sections, summarized below.

1. Public Company Accounting Oversight Board


(PCAOB)
Title I consists of nine sections and establishes the Public Company
Accounting Oversight Board, to provide independent oversight of
public accounting firms providing audit services ("auditors"). It also
creates a central oversight board tasked with registering auditors,
defining the specific processes and procedures for compliance
audits, inspecting and policing conduct and quality control, and
enforcing compliance with the specific mandates of SOX.

2.

Auditor Independence

Title II consists of nine sections and establishes standards for


external auditor independence, to limit conflicts of interest. It also
addresses new auditor approval requirements, audit partner
rotation, and auditor reporting requirements. It restricts auditing
companies from providing non-audit services (e.g., consulting) for
the same clients.

3.

Corporate Responsibility

Title III consists of eight sections and mandates that senior


executives take individual responsibility for the accuracy and
25

completeness of corporate financial reports. It defines the


interaction of external auditors and corporate audit committees, and
specifies the responsibility of corporate officers for the accuracy and
validity of corporate financial reports. It enumerates specific limits
on the behaviors of corporate officers and describes specific
forfeitures of benefits and civil penalties for non-compliance. For
example, Section 302 requires that the company's "principal
officers" (typically the Chief Executive Officer and Chief Financial
Officer) certify and approve the integrity of their company financial
reports quarterly.

4.

Enhanced Financial Disclosures

Title IV consists of nine sections. It describes enhanced reporting


requirements for financial transactions, including off-balance-sheet
transactions, pro-forma figures and stock transactions of corporate
officers. It requires internal controls for assuring the accuracy of
financial reports and disclosures, and mandates both audits and
reports on those controls. It also requires timely reporting of
material changes in financial condition and specific enhanced
reviews by the SEC or its agents of corporate reports.

5.

Analyst Conflicts of Interest

Title V consists of only one section, which includes measures


designed to help restore investor confidence in the reporting of
securities analysts. It defines the codes of conduct for securities
analysts and requires disclosure of knowable conflicts of interest.

6.

Commission Resources and Authority

Title VI consists of four sections and defines practices to restore


investor confidence in securities analysts. It also defines the SECs
authority to censure or bar securities professionals from practice and
defines conditions under which a person can be barred from
practicing as a broker, advisor, or dealer.
26

7.

Studies and Reports

Title VII consists of five sections and requires the Comptroller


General and the SEC to perform various studies and report their
findings. Studies and reports include the effects of consolidation of
public accounting firms, the role of credit rating agencies in the
operation of securities markets, securities violations and
enforcement actions, and whether investment banks assisted Enron,
Global Crossing and others to manipulate earnings and obfuscate
true financial conditions.

8.

Corporate and Criminal Fraud Accountability

Title VIII consists of seven sections and is also referred to as the


Corporate and Criminal Fraud Act of 2002. It describes specific
criminal penalties for manipulation, destruction or alteration of
financial records or other interference with investigations, while
providing certain protections for whistle-blowers.

9.

White Collar Crime Penalty Enhancement

Title IX consists of six sections. This section is also called the White
Collar Crime Penalty Enhancement Act of 2002. This section
increases the criminal penalties associated with white-collar crimes
and conspiracies. It recommends stronger sentencing guidelines and
specifically adds failure to certify corporate financial reports as a
criminal offense.

10. Corporate Tax Returns


Title X consists of one section. Section 1001 states that the Chief
Executive Officer should sign the company tax return.

27

11. Corporate Fraud Accountability


Title XI consists of seven sections. Section 1101 recommends a
name for this title as Corporate Fraud Accountability Act of 2002. It
identifies corporate fraud and records tampering as criminal
offenses and joins those offenses to specific penalties. It also revises
sentencing guidelines and strengthens their penalties. This enables
the SEC the resort to temporarily freeze transactions or payments
that have been deemed "large" or "unusual".

Corporate Governance At Bank Of Punjab


Bank of Punjab comply with the Code of Corporate Governance (the
Code) contained in the Regulation No. 5.19 of the Rule Book of
Pakistan Stock Exchange (PSX)for the purpose of establishing a
framework of good governance, whereby a listed company is
managed in compliance with the best practices of corporate
governance.
The Bank has applied the principles contained in the code in the
following manner:
1. The Bank encourages representation of independent nonexecutive directors and directors representing minority
interests on its board of directors. At present the board
includes three independent and five non-executive directors.

The independent directors meet the criteria of independence under


clause 5.19.1.(b) of PSX Rule Book.
2. The directors have confirmed that none of them is serving as a
director on more than seven listed companies, including this Bank,
28

excluding the listed subsidiaries of listed holding companies where


applicable.
3. All the directors of the Bank are registered as taxpayers and none
of them has defaulted in payment of any loan to a banking
company, a DFI or an NBFI or, being a member of a stock exchange,
has been declared as a defaulter by the stock exchange.
4. The vacancies occurring on the Board due to retirement of three
directors were filled through election of directors in the Extra
Ordinary General Meeting of the bank held on 15.06.2015.
5. Bank has prepared a Code of Conduct and appropriate steps have
been taken to disseminate it throughout the Bank along with its
placement on Banks website.
6. The Board has developed a vision /mission statement and overall
corporate strategy. The Board has also developed significant policies
of the Bank and a complete record of particulars of significant
policies along with the dates on which they were approved or
amended has been maintained.
7. All the powers of the board have been duly exercised and
decisions on material transactions have been taken by the board.
However the President / CEO has been appointed and remuneration
and terms and conditions of his service have been determined by
the Government of the Punjab (Government) under section 11(1) of
The Bank of Punjab Act 1989.
8. The meetings of the board were presided over by the Chairman
and, in his absence, by a director elected by the board for this
purpose and the board met at least once in every quarter. Written
notices of the board meetings along with agenda and working
papers were circulated at-least seven days before the meetings,
except in circumstances where emergent meetings are called or
where time frame does not allow to serve notice/agenda to meet
seven days requirement. The minutes of the meeting were
appropriately recorded and circulated.
9. The Board has appropriate arrangements in place for orientation
of its directors to apprise them of their duties and responsibilities.
Three directors including Chairman of the Board attended the
training program during the period under review.
29

10. The officers having positions of CFO and Company Secretary


were appointed prior to the implementation of Code of Corporate
Governance. The appointment of Acting Head of Audit was approved
by the Board on 27.08.2015 as per requirement of Code of
Corporate Governance.
11. The directors report for this year has been prepared in
compliance with the requirements of the code and fully describes
the salient matters required to be disclosed.
12. The financial statements of the Bank were duly endorsed by CEO
and CFO before approval of the board.
13. The directors, CEO and executives do not hold any interest in the
shares of the Bank other than that disclosed in the pattern of
shareholding.
14. The Bank has complied with all the corporate and financial
reporting requirements of the CCG.
15. The board has formed an Audit Committee. It comprises of three
members, Chairman and members of the Committee are all
independent directors.
16. The meetings of the audit committee were held at least once
every quarter prior to approval of interim and final results of the
Bank and as required by the CCG. The Charter of the Audit
Committee has already been formed and approved by the Board.
17. The board has formed a Human Resource & Remuneration
Committee. It comprises of four members, of whom one is
Independent director and the Chairman & one other member of the
Committee are non-executive Directors. President/CEO in his ExOfficio capacity is an Executive Director/Member.
18. The board has set up an effective internal audit function manned
by suitably qualified and experienced personnel who are conversant
with the policies and procedures of the Bank and are involved in
internal audit function on full time basis.
19. The statutory auditors of the Bank have confirmed that they
have been given a satisfactory rating under the quality control
review program of the ICAP, that they or any of the partners of the
firm, their spouses and minor children do not hold shares of the
30

Bank and that the firm and all its partners are in compliance with
International Federation of Accountants (IFAC) guidelines on code of
ethics as adopted by the ICAP.
20. The statutory auditors or the persons associated with them have
not been appointed to provide other services except in accordance
with the Rule Book of Pakistan Stock Exchange (PSX) and the
auditors have confirmed that they have observed IFAC guidelines in
this regard.
21. The closed period, prior to the announcement of interim/final
results, and business decisions, which may materially affect the
market price of Banks securities, was determined and intimated to
directors, employees and stock exchange.
22. Material/price sensitive information has been disseminated
among all market participants at once through stock exchange.
23. We confirm that all other material principles enshrined in the
CCG have been complied with except for the following, where the
corresponding provision(s) of The Bank of Punjab Act, 1989 have
been complied.

Shareholders and Stakeholders


Any Company is a corporate body. However, in a broader sense only
public limited companies are taken to be the subject matter of CG.
So far the thrust of CG is only on listed companies. Greatest
emphasis is on those that are controlled by closed groups. In
developing, companies are even run by minority shareholders.
Hence, they require even greater degree of CG.
Stakeholders in a Company

Management and Employees

Lenders

Suppliers and Clients

Shareholders

Society at large (this includes government)

31

Individual Vs Collective Interest


Interests of various stakeholders differ and this is a common thing
and very well justified. So the question here arises how to balance
the interests of all the stakeholders of a business. The various
interests of different stakeholders are:

Shareholders:
Share Value & Profit

Management:
Survival & Job Security

Lenders:
Debt security, low risk

Society:
Environmental/Economic Issues

Need for a System


There is therefore a need for a system that would
ensure that:

Individual interest of each stakeholder is protected and served.

Collective interest of all stakeholders is protected and served.

No one usurps anyone elses rights.

32

SHAREHOLDERS RIGHTS
The shareholders enjoy the rights and benefits provided for in the
Commercial Companies Law which include but not limited to

Receiving dividends
Receiving share of total company assets on liquidation
Receiving annual report of the company balance sheet
Disposing of their shares and acquiring priority in subscription
to the new shares issued by the company
Filing suits for invalidating any resolution passed by the
General Meeting or the Board of Directors in violation of the
law
Public order or the Memorandum or Article of Association
Examining the record of the company and obtain copies of the
same in accordance with the terms and conditions of the
company regulations.
One of the major shareholders rights is participating in the
decision making and management of the company through the
shareholders meeting which has an important role to play in
the governance of the company.
Being the parliament of the company the shareholders
meeting is empowered by law to exercise control and
supervision over the company through hearing, discussing and
passing resolutions on various reports and recommendations
submitted by the Board or the auditors.
The Commercial Companies Law and the Corporate
Governance Code place sharper focus on the shareholders to
ensure that an effective and responsible control of the
company is being exercised by them.
This object is attainable through attendance of the
shareholders in greatest number to the shareholders meeting
and active participation in exercising the rights conferred on
them by the Law and the Code.

Controllers and Minority Shareholders


Controller
The term Controller refers to an individual or institution who holds
10% or more of the shares in the company or is able to exercise (or
control the exercise) of more than 10% of the voting power in the
company.

33

Minority Shareholders
The term Minority Shareholders means those who dont control the
management of the company or select its directors.
The decision making process for running the business of the Bank is
subject to the majority vote of the shareholders or directors as the
case may be; majority decision is expected to consider the rights of
the minority shareholders.
The following rules have been developed in compliance with the CBB
requirements in order to protect all shareholders in general and
minority shareholders in particular:
1- The Controllers shall make considered use of their position and
shall fully respect the rights of minority shareholders. The Chairman
and the Directors are required to encourage this attitude.
2- The Controllers and other shareholders shall understand their
responsibilities regarding their (a) duty of loyalty to the Bank, (b)
responsibilities regarding conflicts of interest, and (c) the right of
minority shareholders to elect specific Directors under the Company
Law.
3- The shareholders or the directors resolution shall not violate the
shareholders rights and obligations as set out in the Commercial
Companies Law or the Memorandum and Articles of Association of
the Bank.
4- The business of the Bank shall be conducted in a fair manner in
accordance with its Memorandum and Articles of Association and the
conduct of the business shall not prejudice the interests of the
shareholders in general or of the minority shareholders.
5- The resolutions of the majority shall at all times aim at achieving
and safeguarding the best interests of the shareholders
6- The majority shall not pass or ratify resolutions which are likely to
expose the Bank or any of its assets to unnecessary risk or grant a
Director a direct or indirect personal interest in contracts or
transactions to which the Bank is party, without approval of the
shareholders.

34

7- The restriction in point 6 above does not apply to transactions or


contracts entered into on arms length basis between such Director
in his personal capacity and the Bank in the Banks ordinary course
of business.
8- The minority shareholders are allowed to seek legal protection in
case their rights are jeopardized; provided that the minority
shareholders or any other shareholder seeking legal remedy shall
establish that he has or they have resorted to the legal protection
with clean hands i.e. they are not themselves in breach of the law.
For further clarifications on any of the above, Directors are
encouraged to contact the Banks legal advisor.

Notice Of Annual General Meetings


Notice is hereby given that the 25th Annual General Meeting of the
members of The Bank of Punjab will be held at Sapphire Banquet
Hall, New Garden Town, Lahore on Monday, 30th May, 2016 at 9:30
a.m. to transact the following business:
Ordinary Business:
1. To confirm the minutes of Extra Ordinary General Meeting held on
June 15, 2015.
2. To receive, consider and adopt the Annual Audited Financial
Statements of The Bank of Punjab for the year ended December 31,
2015 together with the Directors and the Auditors reports thereon.
3. To appoint Auditors for the year ending December 31, 2016 and to
fix their remuneration.
4. Any other item of business with the permission of the Chair.
By order of the Board
Raza Saeed
Secretary to the Board
Lahore: May 09, 2016

Notices

35

1. The Register of Members and the Share Transfer Books of the


Bank shall remain closed for transfer from 24-05-2016 to 30-05-2016
(both days inclusive).
2. All members are entitled to attend the meeting; however, the
right of vote is restricted to those who are registered as such for a
period of not less than three months prior to the date of the meeting
as per section 17(1) of The Bank of Punjab Act, 1989.
3. Proxies in order to be effective must be deposited at the
Corporate Affairs Department of the Bank, BOP Tower, 10-B, Block-EII, Main Boulevard, Gulberg-III, Lahore not less than 48 hours before
the meeting. The proxy form shall be witnessed by two persons
whose names, addresses and CNIC numbers shall be mentioned on
the form. In case of corporate entity, the Board of Directors
resolution/power of attorney with specimen signature shall be
submitted (unless it has been provided earlier) along with proxy
form to the Company.
4. A member is entitled to appoint another member as proxy to
attend the meeting.
5. The members should quote their Folio number in all
correspondence with the Bank and at the time of attending the
Meeting.
6. Members are requested to promptly notify any change in their
addresses to our Registrar M/s. CORPLINK (Pvt.) Limited, Wings
Arcade, 1-K, Commercial, Model Town, Lahore before book closure so
that entitlement, if any, be dispatched at the correct addresses.
7. CDC Account holders will further have to follow the under
mentioned guidelines as laid down in Circular 01 dated January 26,
2000 issued by the Securities & Exchange Commission of Pakistan:
A. FOR ATTENDING THE MEETING
i) In case of individual, the account holder or sub-account
holder shall authenticate his/her identity by showing his/her
original Computerized National Identity Card (CNIC) or original
Passport at the time of attending the meeting.
ii) In case of corporate entity, the Board of Directors;
resolution/power of attorney with specimen signature of the
36

nominee shall have to be produced (unless it has been


provided earlier) at the time of the meeting.
B. FOR APPOINTING PROXIES
i) In case of individual, the account holder or sub-account
holder shall submit the proxy form as per the above
requirement.
ii) The proxy form shall be witnessed by two persons whose
names, addresses and CNIC numbers shall be mentioned on
the form.
iii) Attested copies of CNIC or the Passport of the beneficial
owners and the proxy shall be furnished with the proxy form.
iv) The proxy shall produce his/her original CNIC or original
Passport at the time of the meeting.
v) In case of corporate entity, the Board of Directors
resolution/power of attorney with specimen signature shall
have to be submitted (unless it has been provided earlier)
along with proxy form to the Company.
08. Entry of the member or his/her duly authorized person will be on
strict identification as per specimen signature on the Banks record.
09. SECP vide SRO # 787 (I)/2014 dated 8th September, 2014 has
allowed companies to circulate Annual Audited Financial Statements
along with notice of Annual General Meeting to its members through
e.mail. Shareholders who desire to receive the Banks Annual
Audited Financial Statements and notice of Annual General Meeting
through e.mail, in future, are requested to fill the requisite form
available on Banks Website i.e. www.bop.com.pk.
In case any member who has provided consent to receive Annual
Audited Financial Statements and notice of Annual General Meeting
through e.mail subsequently requests for a hard copy, the same
shall be provided free of cost within 7 days of the receipt of such
request.
10. Pursuant to SECP Circular No.10 of 2014 dated May 21, 2014, if
Bank receives consent form from the members holding aggregate
10% or more shareholding residing at geographical location to
37

participate in the meeting through video conference at least 10 days


prior to the date of meeting, the Bank will arrange video conference
facility in that city subject to availability of such facility in that city.
To avail this facility please provide following information and submit
to the Corporate Affairs Department, Lahore.

The Bank will intimate members regarding venue of conference


facility at least 5 days before the date of general meeting along with
complete information necessary to enable them to access such
facility.
Note: The Annual Report-2015 has been placed on Banks website
www.bop.com.pk. Further, Banks Financial Statements for the year
ended December 31, 2015 have also been published in the daily
Business Recorder dated May 09, 2016.

Board Of Directors
A board of directors is a body of elected or appointed members who
jointly oversee the activities of a company or organization.
Other names include:

Board
Board
Board
Board
Board

of
of
of
of
of

governors
managers
regents
trustees
visitors.

Appointment of directors
The ultimate control as to the composition of the board of directors
rests with the shareholders, who can always appoint, and more
importantly, sometimes dismiss a director. The shareholders can
also fix the minimum and maximum number of directors. However,
the board can usually appoint (but not dismiss) a director to his
office as well. A director may be dismissed from office by a majority
vote of the shareholders, provided that a special procedure is
38

followed. The procedure is complex, and legal advice will always be


required.

Roles of the board of directors


The roles of the board of directors include:
Establish vision, mission and values
Determine the company's vision and mission to guide and set
the pace for its current operations and future development.
Determine the values to be promoted throughout the company.
Determine and review company goals.
Determine company policies

Set strategy and structure


Review and evaluate present and future opportunities, threats
and risks in the external environment and current and future
strengths, weaknesses and risks relating to the company.
Determine strategic options, select those to be pursued, and
decide the means to implement and support them.
Determine the business strategies and plans that underpin the
corporate strategy.
Ensure that the company's organizational structure and
capability are appropriate for implementing the chosen
strategies.

Delegate to management
Delegate authority to management, and monitor and evaluate
the implementation of policies, strategies and business plans.
Determine monitoring criteria to be used by the board.
Ensure that internal controls are effective.
Communicate with senior management.

Exercise accountability to shareholders and be responsible


to relevant stakeholders
39

Ensure that communications both to and from shareholders


and relevant stakeholders are effective.
Understand and take into account the interests of shareholders
and relevant stakeholders.
Monitor relations with shareholders and relevant stakeholders
by gathering and evaluation of appropriate information.
Promote the goodwill and support of shareholders and relevant
stakeholders.

Responsibilities of directors
Directors look after the affairs of the company, and are in a position
of trust. They might abuse their position in order to profit at the
expense of their company, and, therefore, at the expense of the
shareholders of the company.
Consequently, the law imposes a number of duties, burdens and
responsibilities upon directors, to prevent abuse. Much of company
law can be seen as a balance between allowing directors to manage
the company's business so as to make a profit, and preventing them
from abusing this freedom.

Directors are responsible for ensuring that proper books of


account are kept.
In some circumstances, a director can be required to help pay
the debts of his company, even though it is a separate legal
person. For example, directors of a company who try to 'trade
out of difficulty' and fail may be found guilty of 'wrongful
trading' and can be made personally liable. Directors are
particularly vulnerable if they have acted in a way which
benefits themselves.
The directors must always exercise their powers for a 'proper
purpose' that is, in furtherance of the reason for which they
were given those powers by the shareholders.

40

Directors must act in good faith in what they honestly believe


to be the best interests of the company, and not for any
collateral purpose. This means that, particularly in the event of
a conflict of interest between the company's interests and their
own, the directors must always favor the company.
Directors must act with due skill and care.
Directors must consider the interests of employees of the
company.

Calling a directors' meeting


A director, or the secretary at the request of a director, may call a
directors' meeting. A secretary may not call a meeting unless
requested to do so by a director or the directors. Some rules for
calling a meeting are:

Each director must be given reasonable notice of the meeting


Stating its date
Time and place.
Commonly, seven days is given but what is 'reasonable'
depends in the last resort on the circumstances

Board Of Directors At Bank of Punjab

41

42

(*) Ex-officio Director being Secretary Finance; transferred to Federal


Government.
During the year, 4 meetings of Central Audit Committee (CAC)
of Board of Directors were held with following attendance:

During the year, 4 meetings of Board Risk Management Committee


(BRMC) of Board of Directors were held with following attendance:

During the year, 2 meetings of Human Resource & Remuneration


Committee (HR&RC) of Board of Directors were held with following
attendance:

During the year, 4 meetings of NPL Review Committee (NRC) of


Board of Directors were held with following attendance:

43

Audit Committee
An audit committee is a selected number of members of a
company's board of directors whose responsibilities include helping
auditors remain independent of management.
PURPOSE
To assist the board of directors in fulfilling its oversight
responsibilities for
(1) The integrity of the companys financial statements,
(2) The companys compliance with legal and regulatory
requirements.
(3) The independent auditors qualifications and independence
(4) The performance of the companys internal audit function and
independent auditors.
The audit committee will also prepare the report that regulatory
rules require be included in the companys annual proxy statement.
AUTHORITY

44

The audit committee has authority to conduct or authorize


investigations into any matters within its scope of responsibility. It is
empowered to:
Appoint, compensate, and oversee the work of the public
accounting firm employed by the organization to conduct the
annual audit. This firm will report directly to the audit
committee.
Resolve any disagreements between management and the
auditor regarding financial reporting.
Pre-approve all auditing and permitted non-audit services
performed by the companys external audit firm.
Retain independent counsel, accountants, or others to advise
the committee or assist in the conduct of an investigation.
Seek any information it requires from employees all of whom
are directed to cooperate with the committees requests or
external parties.
Meet with company officers, external auditors, or outside
counsel, as necessary.
The committee may delegate authority to subcommittees,
including the authority to pre-approve all auditing and
permitted non-audit services, providing that such decisions are
presented to the full committee at its next scheduled meeting.
COMPOSITION
The audit committee will consist of at least three and no more than
six members of the board of directors. The board nominating
committee will appoint committee members and the committee
chair.
Each committee member will be both independent and financially
literate. At least one member shall be designated as the financial
expert, as defined by applicable legislation and regulation. No
committee member shall simultaneously serve on the audit
committees of more than two other public companies.
MEETINGS
The committee will meet at least four times a year, with authority to
convene additional meetings, as circumstances require. All
committee members are expected to attend each meeting, in
person or via tele- or video-conference. The committee will invite
members of management, auditors or others to attend meetings
and provide pertinent information, as necessary. It will meet
separately, periodically, with management, with internal auditors
45

and with external auditors. It will also meet periodically in executive


session. Meeting agendas will be prepared and provided in advance
to members, along with appropriate briefing materials. Minutes will
be prepared.
RESPONSIBILITIES
The committee will carry out the following responsibilities:
Financial Statements
Review significant accounting and reporting issues and
understand their impact on the financial statements. These
issues include:
Complex or unusual transactions and highly judgmental
areas
Major issues regarding accounting principles and financial
statement presentations, including any significant
changes in the companys selection or application of
accounting principles
The effect of regulatory and accounting initiatives, as well
as off-balance sheet structures, on the financial
statements of the company.
Review analyses prepared by management and/or the
independent auditor setting forth significant financial
reporting issues and judgments made in connection with
the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on
the financial statements.
Review with management and the external auditors the
results of the audit, including any difficulties
encountered. This review will include any restrictions on
the scope of the independent auditors activities or on
access to requested information, and any significant
disagreements with management.
Discuss the annual audited financial statements and
quarterly financial statements with management and the
external auditors, including the companys disclosures
under Managements Discussion and Analysis of
Financial Condition and Results of Operations.
Review disclosures made by CEO and CFO during the
Forms 10-K and 10-Q certification process about
significant deficiencies in the design or operation of
internal controls or any fraud that involves management
or other employees who have a significant role in the
companys internal controls.
46

Discuss earnings press releases (particularly use of


proforma, or adjusted non-GAAP, information), as
well as financial information and earnings guidance
provided to analysts and rating agencies. This review
may be general (i.e., the types of information to be
disclosed and the type of presentations to be made). The
audit committee does
not need to discuss each release in advance.
Internal Control
Consider the effectiveness of the companys internal control
system, including information technology security and control.
Understand the scope of internal and external auditors review
of internal control over financial reporting, and obtain reports
on significant findings and recommendations, together with
managements responses.
Internal Auditing
Review with management and the chief audit executive
the charter, plans, activities, staffing, and organizational
structure of the internal audit function.
Ensure there are no unjustified restrictions or limitations,
and review and concur in the appointment, replacement,
or dismissal of the chief audit executive.
Review the effectiveness of the internal audit function,
including compliance with The IIAs International
Standards for the Professional Practice of Internal
Auditing.
On a regular basis, meet separately with the chief audit
executive to discuss any matters that the committee or
internal auditing believes should be discussed privately.

External Auditing
o Review the external auditors proposed audit scope
and approach, including coordination of audit effort
with internal auditing.
o Review the performance of the external auditors,
and exercise final approval on the appointment or
discharge of the auditors. In performing this review,
the committee will:
At least annually, obtain and review a report
by the independent auditor describing the
firms internal quality-control procedures; any
47

o
o
o

material issues raised by the most recent


internal quality-control review, or peer review,
of the firm, or by any inquiry or investigation
by governmental or professional authorities,
within the preceding five years, respecting one
or more independent audits carried out by the
firm, and any steps taken to deal with any
such issues; and (to assess the auditors
independence) all relationships between the
independent auditor and the company.
Take into account the opinions of management
and internal auditing.
Review and evaluate the lead partner of the
independent auditor.
Present its conclusions with respect to the
external auditor to the board.
Ensure the rotation of the lead audit partner every
five years and other audit partners every seven
years, and consider whether there should be regular
rotation of the audit firm itself.
Present its conclusions with respect to the
independent auditor to the full board.
Set clear hiring policies for employees or former
employees of the independent auditors.
On a regular basis, meet separately with the
external auditors to discuss any matters that the
committee or auditors believe should be discussed
privately.

Compliance
o Review the effectiveness of the system for monitoring
compliance with laws and regulations and the results of
managements investigation and follow-up (including
disciplinary action) of any instances of noncompliance.
o Establish procedures for:
The receipt, retention, and treatment of complaints received by
the listed issuer regarding accounting, internal accounting
controls, or auditing matters.
The confidential, anonymous submission by employees of the
listed issuer of concerns regarding questionable accounting or
auditing matters.

48

o Review the findings of any examinations by regulatory


agencies, and any auditor observations.
o Review the process for communicating the code of
conduct to company personnel, and for monitoring
compliance therewith.
o Obtain regular updates from management and company
legal counsel regarding compliance matters.
Reporting Responsibilities
Regularly report to the board of directors about
committee activities and issues that arise with respect to
the quality or integrity of the companys financial
statements, the companys compliance with legal or
regulatory requirements, the performance and
independence of the companys independent auditors,
and the performance of the internal audit function.
Provide an open avenue of communication between
internal audit, the external auditors, and the board of
directors.
Report annually to the shareholders, describing the
committees composition, responsibilities and how they
were discharged, and any other information required by
rule, including approval of non-audit services.
Review any other reports the company issues that relate
to committee responsibilities.
What are the benefits of an audit committee?
Good management involves matching key tasks with the appropriate
people to achieve better results. Your company can derive the most
benefit from an audit committee by following these five steps:
1. Leverage your time. Financial reporting is becoming more
important and complicated every year. An audit committee should
be led by a designated financial expert and staffed with a select
group of people knowledgeable about financial matters.
2. Improve your internal control. Internal control may not be at the
top of your list of important objectives, but it should be. Internal
control is more than dual signatures on checks and segregation of
duties. Properly designed, it will support every aspect of your
company.
49

Proper internal controls will lead to higher efficiencies in all


processes, less waste of resources, more objective evaluation
methods and more timely and accurate management
measurements. Think how valuable such improvements would be for
your organization and how much you would be willing to pay a
consultant to guide you in the right direction. This is another role an
effective audit committee can fill.
3. Improve your financial management. The audit committee
focuses on the financial management and reporting of the company.
This group provides a high level of specific expertise in this critical
area of your company.
Financial management and reporting determine your
creditworthiness to outsiders and growth targets and successes to
insiders. They are the key determinants in establishing the market
value of your company the ultimate scoreboard for managements
results.
Does your board actively manage your companys financial and
reporting functions or delegate them to the outside auditor? You
and your board have the responsibility and are held accountable for
these functions.
4. Clarify the roles and responsibilities of your board of directors. A
common myth is that a company can get by without an audit
committee. The board of directors may be responsible for doing the
work of an audit committee.
But without clear responsibilities assigned, there is the risk that the
task may be inefficiently or ineffectively executed, or perhaps not
executed at all. Having a separate audit committee clarifies key
responsibilities for your board.
5. Bring value to your audit dollar. An audit is an expensive
endeavor that all too many view as a necessary evil or another
cost of borrowing. An active audit committee stays involved with the
auditors throughout the year. The audit committees relationship
with the auditor is similar to a willing and engaged patient who
50

makes the physician better and more effective. Hidden problems can
be discovered early and dealt with before they grow into something
dangerous.

Audit Committee of BOP


Auditors
The retiring auditors Deloitte Yousuf Adil, Chartered Accountants, a
member firm of M/s Deloitte Touche Thomatsu Ltd., being eligible,
have offered themselves for reappointment for the year ending
December 31, 2016.
The Board of Directors, on the suggestions of Audit Committee,
recommended reappointment of the above firm as statutory auditors
of the Bank for year 2016.

Board Risk Management Committee


Purpose and authority
The risk committee is established by and among the board to
properly align with management as it embarks a risk management
program. The primary responsibility of the risk committee is to
oversee and approve the company-wide risk management practices
to assist the board in:
Overseeing that the executive team has identified and
assessed all the risks that the organization faces and has
established a risk management infrastructure capable of
addressing those risks
Overseeing, in conjunction with other board-level
committees or the full board, if applicable, risks, such as
51

strategic, financial, credit, market, liquidity, security,


property, IT, legal, regulatory, reputational, and other
risks
Overseeing the division of risk-related responsibilities to
each board committee as clearly as possible and
performing a gap analysis to determine that the oversight
of any risks is not missed
In conjunction with the full board, approving the
companys enterprise wide risk management framework.
The risk committee may have the authority to conduct
investigations into any matters within its scope of responsibility and
obtain advice and assistance from outside legal, accounting, or
other advisors, as necessary, to perform its duties and
responsibilities.
In carrying out its duties and responsibilities, the risk committee
shall also have the authority to meet with and seek any information
it requires from employees, officers, directors, or external parties. In
addition, the risk committee could make sure to meet with other
board committees to avoid overlap as well as potential gaps in
overseeing the companies risks.
Composition and meetings
The risk committee will comprise three or more directors as
determined by the board. The membership will include a
combination of executive and non-executive directors. The
committee may include non-directors as members. Each member
will have an understanding of risk management expertise
commensurate with the companys size, complexity and capital
structure.
The risk committee will provide its members with annual continuing
education opportunities and customized training focusing on topics
such as leading practices with regard to risk governance and
oversight and risk management.
Committee members will be appointed by the board. Unless a
chairperson is elected by the full board, the members of the
committee may designate a chairperson by majority vote.
Additionally, the risk committee, in conjunction with the full board
52

and with the nominations committee, may do well to consider and


plan for succession of risk committee members.
The risk committee will report to the full board. The risk committee
will consider the appropriate reporting lines for the CEO, the
companys chief risk officer (CRO) and the companys managementlevel risk committee -whether indirectly or directly - to the risk
committee.
The committee will meet at least quarterly, or more frequently as
circumstances dictate. The committee chairperson will approve the
agenda for the committees meetings, and any member may
suggest items for consideration. Briefing materials will be provided
to the committee as far in advance of meetings as practicable.
Each regularly scheduled meeting will begin or conclude with an
executive session of the committee, absent members of
management. As part of its responsibility to foster open
communication, the committee will meet periodically with
management, heads of business units, the CRO (if applicable), the
chief audit executive (director of the internal audit function), and the
independent auditor in separate executive sessions.

Responsibilities and duties


To fulfil its responsibilities and duties, the risk committee will:
Enterprise responsibilities
o Help to set the tone and develop a culture of the
enterprise vis--vis risk, promote open discussion
regarding risk, integrate risk management into the
organizations goals and compensation structure,
and create a corporate culture such that people at
all levels manage risks rather than reflexively avoid
or heedlessly take them
o Provide input to management regarding the
enterprises risk appetite and tolerance and,
ultimately, approve risk appetite and the statement
of risk appetite and tolerance messaged throughout
the company and by line of business

53

o Monitor the organizations risk profile - its on-going


and potential exposure to risks of various types.
o Approve the risk management policy and plan.
o The committee should review the risk management
plan at least once a year.
o Define risk review activities regarding the decisions
(e.g. acquisitions), initiatives (e.g. new products),
and transactions and exposures (e.g. by amount)
and priorities them prior to being sent to the
boards attention.
o Conduct an annual performance assessment
relative to the risk committees purpose, duties, and
responsibilities; consider a mix of self- and peer
evaluation, supplemented by evaluation facilitated
by external experts.

Reporting
o Understand and approve managements definition of the
risk-related reports that the committee could receive
regarding the full range of risks the organization faces, as
well as their form and frequency.
o Respond to reports from management so that
management understands the importance placed on such
reports by the committee and how the committee views
their content.
o Keep risk on both the full boards and managements
agenda on a regular basis.
o Coordinate (via meetings or overlap of membership),
along with the full board, relations and communications
with regard to risk among the various committees,
particularly between the audit and risk committees.
o Disclose in the companys Integrated Report how it has
satisfied itself that risk assessments, responses and
interventions are effective.

Board Risk Management Committee of BOP

Risk Management Framework


54

Risk management is a structured and disciplined approach aligning


strategy, processes, people, technology and knowledge for
evaluating and managing uncertainties that an organization faces as
it creates value.
The Bank's risk management strategy is based on a clear
understanding of various risks, disciplined risk assessment and
measurement procedures and continuous monitoring. The policies
and procedures established for
this purpose are continuously benchmarked with best practices &
SBP guidelines.
The Board of Directors of the Bank is primarily responsible for laying
down risk parameters and establishing an integrated risk
management and control system. The Banks Board approved Risk
Management policies and has
also set out exposure limits taking into account the risk appetite of
the Bank and the skills available for managing the risks. The Board
of Directors is supported by Board Risk Management Committee in
this respect.
The Banks Management has introduced a holistic approach towards
implementation of effective risk management framework and has
been engaged in extensive and detailed evaluation and assessment
of risk
management framework in all areas of banking operations in line
with the strategic direction set by the Board of Directors.
The credit risk mechanism consists of policies and procedures that
ensure credit risk is measured and monitored both at account and
portfolio levels. The Bank has standardized and well-defined
approval processes for all credit proposals to minimize the credit risk
associated with them. The Bank has also developed credit rating
models and the entire credit portfolio of the bank is subject to
internal credit rating. The Bank continuously monitors portfolio
concentrations by borrower, groups, industry, geographic locations,
etc. and constantly strives to improve credit quality and maintain a
risk profile that is
diverse in terms of borrowers, products, industry type and
geographic location.
55

Market risk is managed through the Market Risk Management


Committee (MRMC) that meets regularly and decides on the size,
mix, tenor, pricing and
composition of various assets and liabilities. The Committee is
primarily involved in identification, measurement, monitoring and
management of liquidity and interest rate risks using various tools
such as Ratio analysis, Gap analysis, Interest Rate Sensitivity etc. for
management of liquidity and interest rate risks.
Through Basel Steering Committee, the management keeps abreast
with effective deployment of capital and monitor regulatory
compliance of CAR in compliance with guidelines of SBP.
Comprehensive systems and procedures have been put in place for
managing Operational Risk. All new products introduced by the Bank
pass through an approval process to identify and address
operational risk issues.

Credit Rating
While acknowledging the improvement in financial health of the
Bank, M/s Pakistan Credit Rating Agency (PACRA) has assigned
Positive Outlook to long term and short term ratings of AA- and
A1+, respectively.
As per standard rating scale and definition AA long term rating
denotes a very low expectation of credit risk. It indicates a very
strong capacity for timely payment of financial commitments not
significantly vulnerable to foreseeable events. Similarly, A1+ short
term rating denotes obligations supported by the highest capacity
for timely repayment.

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Human Resource and Remuneration


Committee
Reporting
The Committee chair will provide a report of the actions of the
Committee to be included in the Board papers for the Board meeting
next following a meeting of the Committee. The report will include
provision of meeting agendas, papers and minutes of the
Committee.
The Committee chair will also, if requested, provide a report as to
any material matters arising out of the Committee meeting. All
directors will be permitted, within the Board meeting, to request
information of the Committee chair or members of the Committee.

Responsibilities of Human Resource and Remuneration


Committee
The responsibilities of the Committee are as follows:
Review and recommend arrangements for the executive
directors and the executives reporting to the CEO, including
contract terms, annual remuneration and participation in the
Companys short and long-term incentive plans.
Review and recommend remuneration arrangements for senior
management including contract terms, retention strategy,
termination policies, superannuation arrangements, annual
remuneration and participation in the Companys short and
long-term incentive plans.
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Review major changes and developments in the Companys


remuneration, recruitment, retention and termination policies
and procedures for senior management, remuneration policies,
superannuation arrangements, human resource practices and
employee relations strategies for the Group.
Review the senior management performance assessment
processes, and the annual results of those assessments.
Review and approve short-term incentive strategy,
performance targets and bonus payments.
Review and recommend to the Board major
changes/developments to the Companys employee equity
incentive plans.
Recommend whether offers are to be made under any or all of
the Companys employee equity incentive plans in respect of a
financial year.
In respect of the Companys employee equity incentive plans
in place from time to time:
review and determine the performance hurdles applicable
to the executive directors, the executives reporting to the
CEO and senior management;
review and approve the proposed terms of, and authorize
the making of, offers to eligible employees of the Group,
including determining the eligibility criteria applying in
respect of an offer, in respect of a financial year;
review and approve, within the parameters of the plans,
amendments to the terms of existing plans;
review and approve the terms of any trust deed applying
in relation to the plans and of any amendment to any
such trust deed, including authorizing the execution of
any such trust deed or amending deed on behalf of the
Group; and
administer the operation of the plans, including but not
limited to determining disputes and resolving questions
of fact or interpretation concerning the various plans.
Review and recommend to the Board the remuneration
arrangements for the Chairman and the non-executive
directors of the Board, including fees, travel and other benefits.
Be satisfied that the Board and management have available to
them sufficient information and external advice to ensure
informed decision-making regarding remuneration.
Review and recommend to the Board the remuneration report
prepared in accordance with the Corporations Act 2001 (Cth)
for inclusion in the annual directors report.
58

Review and facilitate shareholder and other stakeholder


engagement in relation to the Companys remuneration
policies and practices.
In respect of diversity, to review and recommend to the Board
in relation to:
the Companys diversity policy;
Establishment of measurable objectives for achieving
diversity across the group, and the annually assessment
of both the objectives and progress in achieving them.
Development and maintenance of strategies and
initiatives to promote diversity.
At least annually, to review and report on the relative
proportion of women and men in the workforce at all levels of
Myer.
Review remuneration by gender and consider whether any pay
gap exists as a result of gender difference and where relevant
provide any recommendations to the Board.
Remuneration policy
In discharging its responsibilities, the Committee must have regard
to the following policy objectives:
To ensure the Companys remuneration structures are
equitable and aligned with the long-term interests of the
Company and its shareholders;
To attract and retain skilled executives;
To structure short and long-term incentives that are
challenging and linked to the creation of sustainable
shareholder returns; and
To ensure any termination benefits are justified and
appropriate.
In the discharge of the Committees responsibilities, no director
or executive should be directly involved in determining their
own remuneration.
The Committee must at all times have regard to, and notify the
Board as appropriate of, all legal and regulatory requirements,
including any shareholder approvals which are necessary to
obtain.
The Committee chair or if they are not available, a Committee
member should attend the Annual General Meeting and make
themselves available to answer any questions from
shareholders about the Committees activities or, if
appropriate, the Companys remuneration arrangements.

Human Resource Management At BOP

59

Human Resource Management


HR strategy is an integral constituent of overall business strategy of
the Bank. In todays fast-paced era of high business competition,
organizational success massively depends not only on competitive
business strategy, but also on proper alignment of the HR strategy
with the Business strategies.

Banks Human Resource Management is based on a strategic and


coherent approach for management of the Banks most valued asset
its people. It has been ensured that recruitment process is
transparent and programs to hire, motivate and retain the best
employees are in place. Development of employee skills set has
been assured through comprehensive training programs with a view
to develop workforce which can support current and emerging
business goals of the Bank. Thereby, the Bank has been successful
in creating an environment of employee engagement,
empowerment and involvement where employees can perform their
best.

Banking Corporate Governance


Introduction:
Effective corporate governance is critical to the proper
functioning of the banking sector and the economy as a whole.
Banks perform a crucial role in the economy by intermediating
funds from savers and depositors to activities that support
enterprise and help drive economic growth. Banks safety and
soundness are key to financial stability, and the manner in
60

which they conduct their business, therefore, is central to


economic health. Governance weaknesses at banks that play a
significant role in the financial system can result in the
transmission of problems across the banking sector and the
economy as a whole.
The primary objective of corporate governance should be
safeguarding stakeholders interest in conformity with public
interest on a sustainable basis. Among stakeholders,
particularly with respect to retail banks, shareholders interest
would be secondary to depositors' interest.

Basel Committee:
The Basel Committees guidance draws from principles of
corporate governance published by the Organization for
Economic Co-operation and Development (OECD). The OECDs
widely accepted and long-established principles aim to assist
governments in their efforts to evaluate and improve their
frameworks for corporate governance and to provide guidance
for participants and regulators of financial markets.
The Basel Committees October 2010 Principles for enhancing
corporate governance represented a consistent development
in the Committees long-standing efforts to promote sound
corporate governance practices for banking organizations. The
2010 principles sought to reflect key lessons from the global
financial crisis that began in 2007, and enhance how banks
govern themselves and how supervisors oversee this critical
area.

Objective of Corporate governance in Banking Industry:


Corporate governance determines the allocation of authority
and responsibilities by which the business and affairs of a bank
are carried out by its board and senior management, including
how they:
1. Set the banks strategy and objectives;
2. Select and oversee personnel;
3. Operate the banks business on a day-to-day basis;
4. Protect the interests of depositors, meet shareholder
obligations, and take into account the interests of other
recognized stakeholders;

61

5. Align corporate culture, corporate activities and


behavior with the expectation that the bank will operate
in a safe and sound manner, with integrity and in
compliance with applicable laws and regulations.
6. Establish control functions

The Role of Public Disclosure & Transparency:


Transparency is consistent with sound and effective corporate
governance. As emphasized in existing Committee guidance on
bank transparency, 37 it is difficult for shareholders,
depositors, other relevant stakeholders and market
participants to effectively monitor and properly hold the board
and senior management accountable when there is insufficient
transparency.
The objective of transparency in the area of corporate
governance is therefore to provide these parties with the
information necessary to enable them to assess the
effectiveness of the board and senior management in
governing the bank.
Disclosure should be accurate, clear and presented such that
shareholders, depositors, other relevant stakeholders and
market participants can consult the information easily.
Supervisor and Transparency:
Supervisors should provide guidance for and supervise
corporate governance at banks, including through
comprehensive evaluations and regular interaction with boards
and senior management, should require improvement and
remedial action as necessary, and should share information on
corporate governance with other supervisors.
The board and senior management are primarily responsible
for the governance of the bank, and supervisors should assess
their performance in this regard.

CORPORATE GOVERNANCE IN BOP


Public Disclosure of BOP & ensuring
Transparency:
BOP discloses annually the following information:

62

1.
The recruitment approach for the selection of members of the
board and for ensuring an appropriate diversity of skills,
backgrounds and viewpoints
2.
Whether the bank has set up board committees and the
number of times key standing committees have met.
3.
All material developments that arise between regular reports
are disclosed to the bank supervisor and relevant stakeholders as
required by law without undue delay.
4.
Timely public disclosure is made on a banks public website, in
its annual and periodic financial reports, or by other appropriate
means. It is good practice to have an annual corporate governancespecific and comprehensive statement in a clearly identifiable
section of the annual report depending on the applicable financial
reporting framework.
5.
BOP discloses its risk exposures and risk management
strategies without breaching necessary confidentiality. When
involved in material and complex or non- transparent activities, BOP
discloses adequate information on their purpose, strategies,
structures, and related risks and controls.
6.
BOP appropriately discloses their incentive and compensation
policy. In particular, an annual report on compensation is disclosed
to the public.

Supervisor and Transparency at BOP:


Supervisors of BOP provide guidance for and supervise
corporate governance at bank, including through
comprehensive evaluations and regular interaction with boards
and senior management, should require improvement and
remedial action as necessary, and share information on
corporate governance with other supervisors.
Supervisors of BOP establish guidance or rules, requiring bank
to have robust corporate governance policies and practices.
Such guidance is especially important where national laws,
regulations, codes or listing requirements regarding corporate
governance are not sufficiently robust to address the unique
corporate governance needs of banks.
Regulatory guidance of BOP address, among other things,
expectations for checks and balances and a clear allocation of
responsibilities, accountability and transparency among the
members of the board and senior management and within the
bank.
63

Management of BOP do Cooperation and appropriate


information-sharing among relevant public authorities,
including bank supervisors and conduct authorities, can
significantly contribute to the effectiveness of these authorities
in their respective roles.

Corporate Governance Practices in BOP:


Risk Management Framework
Risk management is a structured and disciplined approach
aligning strategy, processes, people, technology and
knowledge for evaluating and managing uncertainties that an
organization faces as it creates value.
The Bank's risk management strategy is based on a clear
understanding of various risks, disciplined risk assessment and
measurement procedures and continuous monitoring.
The policies and procedures established for this purpose are
continuously benchmarked with best practices & SBP
guidelines.
The Board of Directors of the Bank is primarily responsible for
laying down risk parameters and establishing an integrated
risk management and control system. The
Banks Board approved Risk Management policies and has also
set out exposure limits taking into account the risk appetite of
the Bank and the skills available for managing the risks. The
Board of Directors is supported by Board Risk Management
Committee in this respect.
The Banks Management has introduced a holistic approach
towards implementation of effective risk management
framework and has been engaged in extensive and detailed
evaluation and assessment of risk management framework in
all areas of banking operations in line with the strategic
direction set by the Board of Directors.
The credit risk mechanism consists of policies and procedures
that ensure credit risk is measured and monitored both at
account and portfolio levels. The Bank has standardized and
well-defined approval processes for all credit proposals to
minimize the credit risk associated with them. The Bank has
also developed credit rating models and the entire credit
portfolio of the bank is subject to internal credit rating. The
Bank continuously monitors portfolio concentrations by
borrower, groups, industry, geographic locations, etc. and
constantly strives to improve credit quality and maintain a risk
profile that is diverse in terms of borrowers, products, industry
type and geographic location.
64

Market risk is managed through the Market Risk Management


Committee (MRMC) that meets regularly and decides on the
size, mix, tenor, pricing and composition of various assets and
liabilities. The Committee is primarily involved in identification,
measurement, monitoring and management of liquidity and
interest rate risks using various tools such as Ratio analysis,
Gap analysis, Interest Rate Sensitivity etc. for management of
liquidity and interest rate risks.
Through Basel Steering Committee, the management keeps
abreast with effective deployment of capital and monitor
regulatory compliance of CAR in compliance with guidelines of
SBP. Comprehensive systems and procedures have been put in
place for managing Operational Risk. All new products
introduced by the Bank pass through an approval process to
identify and address operational risk issues.

Information Technology
The bank fully acknowledges the importance of information
technology in developing more flexible structure that can
respond quickly to the dynamics of a fast changing market
scenario.
With focus on sophisticated product development, better
market infrastructure, implementation of reliable techniques
for control of risks and reach geographically distant and
diversified markets, the Bank has always endeavored to
benefit from technological advancements. During year 2015,
implementation of a state of the art core banking system
Flexcube Universal Banking System has been initiated, which
would not only bring efficiency in operations but also help in
attaining service excellence.
The Bank has a network of 406 online branches, including 1
sub-branch, along with 274 ATMs to help customers enjoy the
convenience of 24/7 banking services. In order to provide
seamless banking services to valued clients, branches have
been equipped with back-up connectivity, while a
comprehensive IT Security Policy has been put in place to
ensure safety of customers data and facilitate execution of
banking transactions in a secured environment.
In order to mitigate the risk involved in a disaster situation,
Disaster Recovery protocols are in place to ensure smooth
conduct of customer services. Besides, in order to assist the
management in decision making, a robust Management
Information System has been made available by the Banks IT
Division.
65

The Special Assets Management (SAM)


The Special Assets Management Group of the Bank hasbeen
entrusted with the task of recovery/regularization of NonPerforming Loans (NPLs) portfolio. In this regard, a
comprehensive strategy has been implemented to recover and
restructure the infected portfolio for early recovery and to
convert its stagnant portfolio into generating assets. With a
view to make the recovery exercise of NPLs result oriented, the
Management, apart from conventional recourse available for
resolution in and outside the Court, has also initiated search
and attachment of defaulters hidden assets to pursue them to
come to table of negotiations for amicable settlement.
Apart from placement of defaulters names on ECL, the Bank
has also initiated hard hitting legal actions against the
defaulters under National Accountability Ordinance, 1999 and
FIA Act, 1974. On the initiatives taken by the Banks
Management, NAB and FIA have commenced investigations
against several defaulters and it is expected that their efforts
would yield result in near future.

CODE OF CONDUCT AND BUSINESS PRACTICES of


BOP
Employees must raise concerns & suspicions, in confidence,
about any actual or operational illegal activity or misconduct
complying with the Whistle Blowing policy and Sexual
Harassment policy.
Failure to do so will result in employee being deemed a party
to the irregularity. All employees shall also not indulge in any of
the following activities except with the prior permission of the
Competent Authority:
1.
Borrow money from or in any way place them self
under pecuniary obligation to broker or moneylender or a
subordinate employee of the Bank or any firm or person
having dealings with the Bank.
2.
Buy or sell stock, shares or securities, of any
description without funds to meet the full cost in the case
of purchase or scripts for delivery in the case of sale.
However, he/she can make a bona-fide investment of
his/her own funds in such stocks, shares and securities as
he/she may wish to buy.

66

3.
Lend money in his/her private capacity to a
constituent of the Bank or have personal dealings with a
constituent in the purchase or sale of bills of exchange,
Government paper or any other securities.
4.
Guarantee in his/her private capacity the pecuniary
obligation of another person or agree to indemnify in such
capacity another person from loss.
5.
Act as agent for an insurance company, otherwise
than as agent for or on behalf of the Bank.
6.
Be connected with the formation or management of
a joint stock company.
7.
Engage in any other commercial business or pursuit
either on his/her own account as agent for another or
others.
8.
Accept or seek any outside employment or office
whether stipendiary or honorary.
9.
Undertake part-time work for a private or public
body or private person, or accept fee thereof.
10.
Open or maintain a Business Current Account with
any Bank or Banker of any description including BOP.

CORPORATE SOCIAL RESPONSIBILITY (CSR)


The Bank of Punjab, as a vibrant corporate entity, is fully
cognizant of its responsibilities towards thesociety. While the
commercial entities are supposed to generate best possible
return on shareholders equities by effectively mitigating risks,
the real success rests in contributing towards the uplift of all
segments of society. Besides cementing the organizations
position in the society, Corporate Social Responsibility (CSR)
initiatives always result into financial inclusion which ultimately
translates into healthy economic activities.
Accordingly, the Bank has been taking keen interest in
development of specially designed programs, products and
services to meet the requirements of under privileged
communities across the country.
Besides focusing the areas of education, sports, art & culture,
healthcare and social welfare under its
Corporate Social Responsibility (CSR) initiatives, the Bank has
been making calculated and conscious efforts for
empowerment of peoples.

67

Key CSR initiatives taken by the Bank:


Social Development through Banking Services:
The Bank has been making every effort to expand its reach to
every corner of the country with special emphasis on under
developed and unbanked areas to promote financial inclusion.
Besides offering easy access to state of the art banking
products and services to the residents of these areas, new
branches are also equipped with latest technologies, online
connectivity and 24/7 banking services through a vast network
of strategically located ATMs. Availability of top notch banking
services at the door steps of the residents of under privileged
areas, with easy access to specially designed credit lines; help
promote economic activities in these areas by uplifting
agriculture and SME sectors. The Bank takes pride in improving
the social lives of millions of peoples across the country by
addressing their financial woes through its vast network of
branches
The Bank has been fully supporting the Government of the
Punjab (GoPb) initiative for providing self employment
opportunities to educated unemployed youth through
providing vehicles for commercial use. While 20,000 vehicles
were distributed among educated unemployed youth in years
2011-2012, process for financing 50,000 more vehicles is
underway. Besides offering a unique earning opportunity to
educated unemployed youth, the scheme has also been hailed
as a major breakthrough towards improving transportation
system in the country.
Disbursement of Financial Assistance to the Farmers:
During the year 2015, the Government of Pakistan (GoP) initiated
financial assistance program for the farmers of the country under
PM Kissan Package. The Bank of Punjab has been playing pivotal
role in facilitating the Government in disbursement of financial
assistance to the eligible farmers in shortest possible time and in a
fully transparent manner.
Disbursement of Financial Assistance through Khidmat
Cards:
During the year 2015, the GoPb, under its poverty alleviation
program, initiated financial assistance program for the needy
persons of the province of Punjab. The Bank of Punjab has
introduced specially designed prepaid MasterCard, called Khidmat
68

Card, for disbursement of financial assistance to the needy persons


through ATMs network.
Culture, Sports and Heritage:
The Bank makes every possible effort to encourage promotion of
culture, sports and local heritage in the country. Accordingly, Bank
generously participates in activities promoting the culture, sports
and local heritage. Besides organizing and sponsoring different
sports events across the country, the Bank also extends financial
support to the cultural events at the\ Regional levels.
Environment protection and energy conservation:
The persistent energy crisis in the country has made it obligatory for
every individual and organization to play its role in preserving
energy. Accordingly, every effort is being made to keep energy
consumption at barest minimum level and ensure effective
utilization of day light in offices and branches of the Bank.
Further, the generators are being used rationally to avoid pollution
and help curtail fuel consumption. The Bank also realizes the
financing needs to help produce alternative energy. Besides
facilitating and financing large scale projects, the Bank has also
introduced Solar Penal Financing Scheme with an objective to reduce
energy woes of common man and help produce low cost
environment friendly energy.
Employees Relations:
The Bank takes pride in creating jobs for educated youth of the
country. While jobs are awarded through a completely transparent
and merit based system, the Bank also acts as an equal opportunity
employer to help promote women empowerment. The Bank also
takes due care of its lower cadre staff through award of concessional
staff finance facilities, award of scholarship to their children and
lending helping hand at dire need through benevolent fund scheme.
Special Care for Elderly and Special Persons:
Besides offering personalized and priority services to the senior
citizens, the Bank ensures hazard free services to the special
persons visiting the Bank. Senior citizens, pensioners and disabled
persons are duly taken care of in line with the directives of GoP and
State Bank of Pakistan.
69

References
https://na.theiia.org/aboutia/PublicDocuments/Aud_Comm_Brochure_1_.pdf
http://www.grfcpa.com/resources/publications/auditcommittee-responsibilities/
https://www.google.com.pk/url?
sa=t&rct=j&q=&esrc=s&source=web&cd=1&cad=rja&uact=8
&ved=0ahUKEwiElsKR_cDNAhVB1BoKHVSaBhUQFggZMAA&url
=http%3A%2F%2Fwww2.deloitte.com%2Fcontent%2Fdam
%2FDeloitte%2Fza%2FDocuments%2Fgovernance-riskcompliance
%2FZA_SampleRiskCommitteeCharter_24032014.pdf&usg=AF
QjCNHMwpZwGedTbVxxdILOcyCzukQQ3Q&bvm=bv.12522123
6,d.d2s

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