Board of Supervisor - Banking

Board of Supervisor - Banking, Female Candidates only

We are hiring a few BoS profile for our clients in Banking Industries.

Female Candidates only with vast experience in the Banking Industry, preferable General Managers Rank.

The Board of Supervisors of a bank shall have the following duties and powers :

1. Convene each session of the General Assembly and adopt the agenda for each session;

2. Approve the bank's organizational structure;

3. Make decisions regarding the establishment and dissolving of subsidiaries, branch offices and representative offices of the bank;

4. Appoint, dismiss and determine the remuneration of the members of Board of Management of the bank;

5. Oversee the performance of the bank's Board of Management;

6. Approve the bank's business strategy and annual budget;

7. Approve policies for the conduct of operation performance, including the bank's risk management policy, dealing with conflict of interest and issuance of guidance to Board of Management for implementation of those policies;

8. Determine the conditions under which credits may be granted by bank employees, and which credits require approval of the Board of Supervisors;

9. Ensure the establishment, functionality, appropriateness, adherence of DAB law and regulations and adequacy of internal controls and risk management for the bank;

10. Ensure the integrity of the bank's financial reporting, including financial reporting to Da Afghanistan Bank;

11. Ensure that appropriate Internal Audit function is established;

12. Make recommendations to the General Assembly on matters requiring shareholder approval;

13. Make recommendations to the General Assembly concerning appointment of the external audit firm for the bank;

14. Ensure execution of bank's annual external audit, which includes the auditor's opinion of the truth and accuracy of the bank's financial statements;

15. Make decisions concerning capital distributions, subject to requirements of Law and regulations of Da Afghanistan Bank, and what amount of the net profit of the bank shall be transferred to bank reserve;

16. Making decisions in accordance with the requirements of this law and related regulations regarding distribution of capital and net profit of bank which is determined as reserve fund.

17. Immediately inform Da Afghanistan Bank in writing, or require the Board of Management to do so, of any deterioration in the financial situation of the bank, or danger of such deterioration, and any other facts that may materially affect the financial situation of the bank, and in particular if the bank becomes undercapitalized;

18. Ensure implementations of directives and instructions of Da Afghanistan Bank.

19.Decide on other matters placed in the competence of the Board of Supervisors by

20. The bank's charter or by-laws.

21. The chairperson of Board of Supervisors is responsible to introduce members of Board of Management to DAB for approval in no more than three months after the positions becomes vacant.

The Board of Supervisors is ultimately responsible, and is accountable to all stakeholders (including the General Assembly, depositors, and DAB) for the conduct of the bank's affairs and condition. Although the board members cannot guarantee success, they are expected to supervise bank operations to ensure that they reflect sound planning, are effectively governed by comprehensive policies and internal control procedures, and are administered by competent management. While the Board of Supervisors may depend upon the Management Board's technical, industrial, and managerial expertise to run the bank's day-to-day operations, the board members remain responsible for ensuring that those operations are properly controlled, comply with the policies adopted by the Board of Supervisors and applicable laws and notifications, and are consistent with sound banking practices.In meeting its overall commitment to the bank's General Assembly, depositors, and community, the Board of Supervisors must:

1. Ensure competent management;

2. Ensure that appropriate plans and policies are in place;

3. Monitor operations, ensure adequate internal controls and compliance with laws and decisions;

4. Oversee financial performance of the bank;

5. Prevent Conflicts of Interest;

Ensuring Competent Management :

The Board of Supervisors hires the bank's executive officials, and must actively oversee the selection process. This includes developing strategies to attract and retain competent management and staff, such as appropriate compensation packages and training programs, developing a management succession policy to address possible vacancies, and determining the circumstances under which it is necessary to dismiss members of management for poor performance, dishonesty, conflicts of interest, or other reasons. The board should institute a formal performance appraisal process.

Ensuring Appropriate Policies and Procedures :

a. The Board of Supervisors must adopt and approve written policies and procedures that direct management on all significant banking activities and the management of risk, including what banking practices and levels and types of risk are acceptable. All major areas of the institution's business should be covered by appropriate policies and procedures, which must be in place before any new activity begins. Each bank should have additional written guidelines in at least the following areas:

1. Asset /Liability Management;

2. Risk Management Policy;

3. Code of Ethics

4. Conflicts of Interest Policy;

5. Credit Policy and its procedures;

6. Operation Policy;

7. Procurement Policy

8.Human Resources Policy;

9. Corporate Governance;

10. Internal Audit;

11. Information Technology;

12. Accounting Policy.

b. The policies should establish clear standards and responsiveness to changing business conditions. Associated procedures should detail how the policies will be implemented and include steps for getting appropriate approval of Board of Supervisors for exceptions.

Monitoring Operations, Ensuring Adequate Internal Controls and Compliance with :

Laws and Regulations :

a. The Board of Supervisors must ensure that the Board of Management implements the policies and procedures, as well as any corrective actions required by the Da Afghanistan Bank. To achieve this goal, the Board of Supervisors should ensure that management incorporates a sound system of internal controls into the bank's day-today operating procedures.

b. The Board of Supervisors should require periodic briefings and written reports from the Board of Management regarding the financial condition and operation of the bank, and recommendations for maintenance or improvement. The Board of Supervisors should closely examine such reports and recommendations to verify their accuracy and feasibility.

c. The Board of Supervisors or its committees must review and, if necessary, revise policies and procedures at least annually to ensure that they remain adequate and consistent with the bank's goals.

d. The Board of Supervisors should hold frequent, regularly scheduled meetings (not less frequently than monthly) in order to properly monitor the bank's operations. Special meetings should also be held if circumstances warrant the board's immediate attention between regularly scheduled meetings. At all Board of Supervisors meetings, complete minutes should be taken to record significant decisions and discussions.

Overseeing Financial Performance :

a. The Board of Supervisors should regularly review and evaluate the bank's financial statements and certain key financial ratios, including:

1. Return on Assets;

2. Return on Equity;

3. Net Interest Margin;

4. Non-Interest Expense to Average Assets;

5. Capital to Average Assets;

6. Non-Performing Loans to Total Loans;

7. Write-offs to Average Total Loans.

8. Credit Deposit Ratio

9. Capital Adequacy Ratio

10. Leverage Ratio

The Board of Supervisors responsibilities to supervise the financial operations of bank are not diminished by the examiners of DAB. The Board of Supervisors is independently responsible for the bank's financial condition and may not rely on DAB examiners to identify or correct problems. The Board of Supervisors should expect its auditors and the Board of Management to assist it in identifying any problems the bank may be experiencing.

Prevention of Conflicts of Interest :

a. To achieve the goal of ensuring that the personal interests of members of the Board of Supervisors and Board of Management do not conflict with the best interests of the bank, the Board of Supervisors should:

i. Establish and adhere to a written policy on salaries, fees, loans, and expenses granted to insiders of the institution, especially members of the Board of Supervisors and Board of Management;

ii. Consult with the bank's legal advisors before entering into or approving transactions involving the bank with members of the Board of Supervisors or Board of Management, except transactions that are allowed as per bank's policies approved by the Board of Supervisors;

iii. Disclose all real or potential conflicts of interest to the entire Board of Supervisors, and possibly to the General Assembly, before the Board of Supervisors makes a decision on the matter;

iv. Ensure that the Board of Supervisors fully documents the action it takes in approving all transactions between the bank with any member of the Board of Supervisors or Board of Management, except transactions which are required to be allowed as per bank's approved policies;

v. Ensure that a member of Board of Supervisors with a potential conflict of interest in any matter refrains from discussion, voting, or any other involvement in the matter and that this action is documented in the minutes;

vi. Ensure that the bank's interests are paramount in any transaction involving an insider or a related legal person of the bank.

Meetings of Board of Supervisors :

a. Board of Supervisors shall meet regularly, at least once a month. Special meetings may be held as necessary. A special meeting shall be called if:

1. The bank becomes undercapitalized;

2. It is requested by the Audit Committee or external auditor of the bank; or

3. It is instructed by Da Afghanistan Bank

b. Da Afghanistan Bank may require a bank to hold a special meeting of its Board of Supervisors if it deems it necessary, and to consider the matters set forth in a written notice of Da Afghanistan Bank;

c. Board of Supervisors may hold its meetings online (web conference); however, at least one meeting should be held face-to-face in a quarter;

d. The quorum of Board of Supervisors completes by presence of its two-third members.

- Board of Supervisors may take valid decisions by a simple majority of the votes of its members who are present. Members may not abstain from voting except as permitted or required by Banking Law of Afghanistan. In case of a tie vote, the Chairman shall cast the deciding vote in cases predicted in the Banking Law of Afghanistan. In case of urgent matters, decisions can be taken by voting via electronic mode.

e. Any member of Board of Supervisors who fails to attend three consecutive meetings or five meetings in a calendar year without an acceptable excuse, will lose his or her membership.

- The Board of Supervisors should maintain appropriate records (e.g. meeting's minutes or summaries of matters reviewed, recommendations made, decisions taken and dissenting opinions) of its deliberations and decisions. These should be made available to the Board of Supervisor whenever required.

f. The Board of Supervisors shall designate an employee of the bank who is not a member of the Board of Supervisors as secretary. Minutes of each meeting of the Board of Supervisors shall be signed by members of Board of Supervisors, its chairman and secretary.

Relationships between Shareholders and Board of Supervisors :

a. Member of Board of Supervisors shall be appointed by the General Assembly or in any extraordinary meeting of the General Assembly according to the Article 49 of Banking Law of Afghanistan.

b. The General Assembly shall be chaired by the chairperson of the Board of Supervisors. The chair is responsible for the proper conduct of business at such meetings so as to facilitate discussion during those meetings.

c. The Board of Supervisors should ensure that, within the framework of the statutory rules, Shareholders are properly provided with information. There may be no contact between individual members of the Board of Supervisors and Shareholders regarding bank's conduct of affairs, except with the approval of the chair of the Board of Supervisors.

d. Board of Supervisors directly reports to Shareholders and advises on related matters.

Committees under Board of Supervisors :

a. Board of Supervisors may establish certain specialized Board committees. The committees should be created and mandated by the full Board. The number and nature of committees shall depend on many factors, including the size of the bank and its Board, the nature of the business areas of the bank, and its risk profile.

b. Each committee should have a charter or other instrument that sets out its mandate, scope and working procedures. This includes how the committee will report to the full Board, what is expected of committee members and any tenure limits for serving on the committee. The Board should consider the occasional rotation of members and of the chair of such committees.