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

BPRD Circular Letter No. 21 — November 07, 2025

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.”

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

Enclosed:

• Appendix - V

Yours sincerely,

Ghulam Muhammad
Director

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)