January 10, 2020: 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.
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.