The Presidents/ Chief Executive Officers
Dear Sirs / Madams,
Minutes of Board of Directors/ General Meetings
State Bank of Pakistan has always stressed upon proper and detailed recording of minutes of the Board of Directors and General meetings so as to reflect a comprehensive picture of the deliberations held and decisions taken during these meetings. However, it has been observed that the instructions are not being followed in letter and spirit by some of the banks/MFBs/DFIs.
2. Therefore, in order to address the issue, it has been decided to further elaborate and consolidate all instructions issued from time to time on the subject. Accordingly, all banks/MFBs/DFIs are advised to follow the below instructions:
- The board must ensure accurate recording of minutes of Board of Directors and General meetings reflecting the key deliberations, rationale for each decision made, and any significant concerns or dissenting views. Further, minutes of the Board meetings should include details of matters decided/resolved through circulation.
- Ensure that the deliberations made by the participating Board member(s) are duly reflected in the minutes of the meeting(s) using name-tags.
- Note of dissent on any matter by Board member(s), rejection or deferral of any proposal of the management must be fully elaborated and recorded accordingly in the minutes.
- Ensure that recording of Minutes of the Board Committees’ meetings must also be given as much care and attention as those of the full Board meetings.
- In the event of conflict of interest, the Board should detail in minutes as to how they have complied with the organization’s conflict of interest policy.
- The Company Secretary shall submit duly certified copies of the draft minutes of the Board of Directors and General meetings within twenty-one days of the date of such meetings through Data Acquisition Portal (DAP) of State Bank of Pakistan.
- In case there is any change in the approved/final minutes, from the draft minutes submitted earlier, the Company Secretary shall also submit certified copies of such approved/final minutes within ten days of the approval through DAP. Further, any change from the draft minutes must be underlined and mentioned in bold.
- The Company Secretary shall also ensure to scan the certified copies of minutes in PDF format using OCR (Optical Character Recognition) option, upload it on DAP after necessary encryption/ password protection and communicate the password to the relevant unit head at Offsite Supervision & Enforcement Department, SBP via email and cc to [email protected].
3. The instructions covered in the following circulars/circular letters (relevant to the subject only) stand superseded with the above instructions:
- Paras 8 & 9 of Section B of PR G-1 of Prudential Regulations for Corporate & Commercial Banking
- BPRD Circular No. 3 of 2000 dated 31st January 2000
- BSD Circular No. 15 of 2002 dated 13th June 2002
- BSD Circular Letter No. 6 of 2003 dated 10th April 2003
- BSD Circular No. 5 of 2006 dated 20th April 2006
- SME & MFD Circular Letter No. 1 of 2007 dated 2nd February 2007
- BPRD Circular No. 2 of 2013 dated 19th March 2013
- OSED Circular No. 1 of 2016 dated 6th June 2016
4. The above instructions shall be applicable with immediate effect. The banks/MFBs/DFIs are advised to ensure strict compliance of the instructions in letter and spirit.
5. Please acknowledge receipt.