As per the Central Bank of Afghanistan (DAB) regulation, the term ‘’Corporate
Governance” means a set of relationships amongst the Board of Management, Board
of Supervisors, Shareholders, Audit Committee and other stakeholders to ensure
smooth, professional and compliant working of the organization.
These relationships, which involve various rules and incentives,
provide the structure through which the objectives of the banks are set, and
the means of attaining these objectives as well as monitoring performance are
determined. Thus, the key aspects of good corporate governance include
transparency of corporate structures and operations, accountability of Board of
Management and Board of Supervisors to General Assembly of Shareholders, safeguarding
interest of depositors, and meeting obligations toward shareholders after
considering the interest of other recognized stakeholders.
All the four Shareholders are well experienced businessmen having
exposure to diverse fields/ industries internationally and through their
regular interaction with the members of the Board of Supervisors, have been
guiding the bank for safeguarding the interests of all the stakeholders.
Presently the Board of
Supervisors (BoS) is composed of 3 distinguished professionals, all of whom
including the Chairman of the Board are independent directors. The Chairman of
the BoS is an Indian professional with over 40 years of experience in auditing
in India and Afghanistan at very high positions. The other board member is a British
national with over 40 years of experience in Banking, Asset Management,
Insurance and Regulations, having worked in the geographies of Asia &
Europe. The 3rd member is a Pakistani national having his
career in Internal Audit and commercial Banking.
The meetings of the BoS are held at regular intervals every month.
The BoS, approved the performance of the bank along with determined and
pre-defined targets while analyzing the performance in each of the respective
parameters. The BoS also monitors the entire gamut of internal controls,
process flows and monitors the exceptional reports.
It approves the entire set of policies after an exhaustive review.
It also enquires about any deviation in operations. Conducting monitoring at
regular intervals it ensures that the bank takes care of the interests of all
the stakeholders.
The Audit Committee is presently constituted of 3 members. The
Chairman of the Audit Committee is a Pakistan National with over 15 years of
experience in Auditing and Accounting. The other two members are Indian &
Afghan & are Chartered Accountants with good experience and have worked or
are working with top 4 Audit firms of the world and /or auditing the UN/World
Bank projects. Regular meetings of the Audit Committee are held and all internal
areas are reviewed by the committee.
The Chief Risk Officer (CRO), Chief Compliance Officer and Chief
Internal Auditor (CIA) are working independently. The CRO and Chief Compliance
Officer are directly reporting to the Board and the CIA is reporting to the
Audit Committee.
The banks Board of Management is composed of eminent individuals
with a wealth of experience in public policy, administration, industry and
commercial banking. The Management Board of the Bank comprises of professional
members duly approved by the regulator- Da Afghanistan Bank. The members are a
perfect blend of experience and youth. While ensuring implementation of the
policies approved by the BoS; they have been taking adequate care of the laws
of the land as also that of the stakeholders. Senior banking professionals with
substantial experience in India and abroad head various businesses and
functions and report to the CEO.
Various committees meetings reporting to the BOS and the BOM are
held on a regular basis to ensure fairness and robustness of the efficient
functioning of the bank.
The bank
understands that the good corporate governance inter alia encompasses variety
of issues, including the disclosure of information to Shareholders and Board
members, the remuneration of senior executives, potential conflicts of interest
among managers and directors, supervisory structures and other stakeholders
etc. which are being duly addressed by the concerned bodies in discharge of
their duties.