2025-11-07 | BPRD Circular Letter No. 21

Amendment in Reg. G-4 of Corporate Governance Regulatory Framework: Affidavit by Director of a Bank and its Wholly-Owned Exchange Company

This affidavit mandates that directors serving concurrently on the boards of a bank and its wholly-owned exchange company formally commit to managing potential conflicts of interest. The director must perform their duties independently, strictly adhere to arm's-length transaction standards, and maintain rigid information barriers between the two entities. Furthermore, the signatory pledges to recuse themselves from any decisions involving inter-company dealings and to provide full cooperation to the State Bank of Pakistan regarding conflict management.

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APPENDIX- V

Affidavit by Director of a Bank and its Wholly-Owned Exchange Company

(On Non-Judicial Stamp Paper)

I, ________________ son/daughter/wife of _______________________ adult, resident of _______________________________________________________________________ and holding CNIC/Passport No. ______________________________ do hereby solemnly declare and undertake as follows:-

a. I acknowledge that my fiduciary duty to each entity is separate and distinct, and I shall not allow the interests of one entity to override or improperly influence my judgment in relation to the other.

b. I undertake that I will act in good faith and in the best interest of each entity independently, and shall avoid any action that gives, or may reasonably be perceived to give, rise to a conflict of interest.

c. I shall promptly disclose to both Boards any circumstance where my dual role may give rise, or be perceived to give rise, to a conflict of interest, and shall abstain from participation in deliberations or decisions on such matters.

d. I confirm that I shall recuse myself from voting, deliberation, or influencing any decision that directly or indirectly involves dealings, contracts, or policies between the Bank and the Exchange Company.

e. I undertake to ensure that all dealings and transactions between the Bank and the Exchange Company are conducted strictly on an arm’s-length basis, in compliance with applicable laws, regulations, and the directives of State Bank of Pakistan.

f. I undertake to respect information barriers and shall not share confidential or sensitive information of one entity with the other, except where explicitly required by law or regulation.

g. I shall maintain the confidentiality of all non-public information of both the Bank and the Exchange Company and shall not use such information for personal gain or to the detriment of either entity.

h. I undertake to fully cooperate with the State Bank of Pakistan in providing any information, explanation, or record relating to the management of conflicts of interest in my dual role.

Signature ______________________ DEPONENT

The Deponent is identified by me

Signature _______________________ ADVOCATE (Name and Seal)

Solemnly affirmed before me on this ______ day of _____________ at ______________ by the Deponent above named who is identified to me by ________________, Advocate, who is known to me personally.

Signature__________________________________________ OATH COMMISSIONER FOR TAKING AFFIDAVIT / NOTARY PUBLIC (Name and Seal)