Member of Board of Supervisors (Audit Committee)

 About Ministry of Finance:

Ministry of Finance is the major shareholder of the state-owned banks (Bank-e-Millie Afghan, New Kabul Bank and Pashtany Bank) in Afghanistan. The State Banks Ownership Unit is responsible to coordinate the appointment process for the boards of supervisors of the State Banks.

The SBs Ownership Unit has identified the need for appointment of one member for the supervisory board (audit committee) New Kabul bank. Pashtay and Bank Millie, To do so, the Ownership Unit intend to procure the services of qualified and experienced candidates, who are graduates in relevant academic fields and have significant banking-related experience or significant experience in related fields, such as in financial, insurance and commercial operations, accounting, audit and compliance, or who have demonstrated expertise and experience with regard to leadership, marketing, customer-oriented management and the application of Information and Communications Technology (ICT).

Job Summary:

The Board of Supervisors should play a central and strategic role in the oversight of the State Banks. The board member should exercise objective independent judgment on corporate affairs. The duties and responsibilities of the Board of Supervisors are exhaustively enumerated under Article 50 of the Banking law 2015 and under Rule 2.3.4 of the Corporate Governance Regulations of 2016 of the Da Afghanistan Bank. However, some duties and responsibilities may vary in the state-owned banks as per the ToR of the committees.

Duties & Responsibilities:

The Board of Supervisors should play a central and strategic role in the oversight of the State Banks. The board member should exercise objective independent judgment on corporate affairs. The duties and responsibilities of the Board of Supervisors are exhaustively enumerated under Article 50 of the Banking law 2015 and under Rule 2.3.4 of the Corporate Governance Regulations of 2016 of the Da Afghanistan Bank. However, some duties and responsibilities may vary in the state-owned banks as per the ToR of the committees.

1. To convene each session of the General Assembly of the shareholders and adopt the agenda for each session

2. To approve the bank's organizational structure

3. To make decisions regarding the establishment and dissolving of subsidiaries, branch offices and representative offices of the bank

4. To appoint and dismiss members of the bank’s Board of Management and to agree their remuneration as members of the Board of Management

5. To oversee and make recommendations on the performance of the bank's Board of Management

6. To consider, make recommendations on revisions to, and approve the bank's business strategy and annual budget

7. To consider, make recommendations on revisions to, and approve policies for the conduct of operational performance, including the bank's risk management policy

8. To consider and make recommendations on potential or actual conflicts of interest

9. To issue guidance to the Board of Management for the successful implementation of agreed policies

10. To determine the conditions under which credit may be granted by bank employees, including where the granting of credit requires the prior approval of the Board of Supervisors

11.To ensure that the bank’s processes, systems and operations respond adequately to Da Afghanistan Bank’s and related legislation and regulations

12. To ensure the adequacy of internal controls and risk management systems for the bank

13. To ensure the integrity of the bank's financial reporting, including financial reporting to Da Afghanistan Bank

14. To ensure that appropriate Internal Audit functions, systems and processes are established

15. To receive and consider reports from the Internal Audit Department at meetings of the Board of Supervisors

16. To make recommendations to the General Assembly on matters requiring shareholders’ approval

17. To make recommendations to the General Assembly concerning the appointment of the external auditors for the bank

18. To ensure the timely execution of the bank's annual external audit

19. To follow up with the Board of Management and banking officers on any managerial letters or qualifications identified in the annual external audit process

20.To take decisions concerning capital distributions, subject to the legislative and regulatory requirements of Da Afghanistan Bank, and what amount of any net profit of the bank shall be transferred to bank reserve

21. To take decisions in accordance with the requirements of current Da Afghanistan Bank’s current legislation and regulations regarding the distribution of capital or any net profit

22.To proactively and pre-emptively advise Da Afghanistan Bank in writing, or require the Board of Management to do so, of any deterioration in the financial situation of the bank, of any identified risk 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

23. To ensure implementations of directives and instructions issued by Da Afghanistan Bank

24. To take decisions on any other matters placed in the competence of the Board of Supervisors by the bank's charter or by-laws.

General responsibilities of the Board of Supervisors:

The Board of Supervisors is ultimately responsible, and is accountable to all stakeholders (including the General Assembly, depositors, and Da Afghanistan Bank) 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 Board of Management’s technical, industrial, and managerial expertise to run the bank's day-to-day operations, members of the Board of Supervisors 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.

 Ensuring appropriate policies and procedures are in place:

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.

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 obtaining appropriate approval of Board of Supervisors for exceptions.

Monitoring operations, ensuring adequate internal controls and compliance with laws and regulations

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.

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.

The Board of Supervisors should hold frequent, regularly scheduled meetings (not less 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.

The Board of Supervisors responsibilities to supervise the financial operations of bank are not diminished by the examiners of Da Afghanistan Bank. The Board of Supervisors is independently responsible for the bank's financial condition and may not rely on Da Afghanistan Bank 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 experience.

Prevention of Conflicts of Interest

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:

1. 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

2. 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

Meetings of the Board of Supervisors:

The 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. A special meeting is requested by the Internal Audit Committee or external auditor of the bank

3. It is instructed to do so by Da Afghanistan Bank.

Relationships between Shareholders and the Board of Supervisors

Members 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. Before a bank appoints a person to serve on its board of supervisors or management board, the bank must propose the issue to Da Afghanistan Bank as well as submit documents pursuant to Article 12 of the Afghan Banking Law, during an application for a banking license, and shall obtain Da Afghanistan Bank’s authorization.

The Board of Supervisors will ensure that, within the framework of the statutory rules, Shareholders are properly provided with appropriate information to enable them to reach a decision.

The Board of Supervisors directly reports to Shareholders through the Ownership Unit at MoF and advises on related matters.

Job Requirement:

The following are the minimum requirements for members of the Board of Supervisors of State Banks.

1. Masters’ degree in a relevant field

2. CFA, ACCA, CIA or other relevant certifications

3. Minimum of 5 years of experience related to commercial banking, law, accounting, corporate finance or business management. At least 5 year of which should be in internal audit departments of the banks / financial institutions

4. be willing and able to exercise independent judgment and provide credible challenge to management’s decisions and recommendations.

5. Accept fiduciary duties and obligations noted in these Terms of Reference and demonstrate a firm commitment to put the bank’s interests ahead of personal interests and to avoid conflicts of interest.

6. Make a firm commitment to regularly attend and be prepared for board and committee meetings.

7. Excellent analytical, creativity and problem-solving skills.

8. Ability to provide constructive feedback.

Good candidates for the Board of Supervisors will also:

9. Have solid knowledge of the banking industry, financial regulatory system, and Afghan laws and regulations that govern a bank’s operation.

10. Have background, knowledge, and experience in business or another discipline to facilitate bank oversight.

11. Have knowledge of the communities and markets that the bank serves.

Have experience with financial statement analysis, internal controls, and annual audits.

Submission Guideline:

Qualified applicants are encouraged to submit their CV with a detailed application letter and a contact details, no later than (June 20 2022)                          

Please clearly indicate “position name vacancy number in the subject line.

Please do not attached your education and working experience document”

Qualified applicants are encouraged to submit their CVs with a detailed application letter and a contact details, no later than   23 June, 2022 to mohammad.nazir@mof.gov.af

Please clearly indicate “position name vacancy number in the subject line.

Please do not attach your education and working experience documents.