The Presidents/ Chief Executives,

All Banks/DFIs

Dear Sir/Madam,

AMENDMENT IN REG. G-4 OF CORPORATE GOVERNANCE REGULATORY FRAMEWORK

1. Please refer to BPRD Circular No. 5 of 2021 on Corporate Governance Regulatory Framework.
2. To strengthen institutional arrangements among banks and their wholly-owned subsidiaries, it has been decided to allow the board member(s) of a bank to work as board member(s) of its associated exchange company by introducing an amendment in para 1(f) of Reg. G-4 of Corporate Governance Regulatory Framework as under:

“Reg G-4, Para 1(f): No person can serve as a Director and/or President/CEO of a bank/DFI, if he/she is holding substantial interest or is working as Chairman, Director, CEO, Chief Financial Officer, Chief Internal Auditor, Financial Advisor, Research Analyst, Trader or member (by whatever name/designation called) of a:

1. Exchange Company except that President/CEO or Director of a bank may serve as a director of exchange company wholly owned by that bank subject to submission of additional affidavit as per Appendix - V;
2. Stock Exchange;
3. Corporate Brokerage firm/entity;
4. Credit Information Bureau;
5. Any company/entity owned and controlled by the persons mentioned at (i) to (iv) above.

Explanation: A board member of Pakistan Stock Exchange (PSX) may be appointed as board member of any bank/DFI if he/she is an independent director of PSX, provided that he/she does not have any association with other categories mentioned above.”

1. All other instructions on the subject shall remain unchanged.