Terms of Reference: Board Audit Committee (BAC) is established to assist BoD in fulfilling its oversight responsibilities relating to financial reporting, internal controls, risk management, audit, governance, and compliance.
Key Responsibilities
- Audit, Risk & Control Oversight: Provides comprehensive oversight of internal audit, risk management, internal controls, asset safeguarding, frauds, and governance; ensures independence, effectiveness, and adequate resourcing of the Internal Audit Function; recommends the risk-based audit plan, charter, and Head of Internal Audit appointment.
- Financial Reporting & Assurance: Reviews and recommends quarterly and annual financial statements, significant accounting judgments, and compliance with financial reporting standards, SBP regulations, and statutory requirements; oversees internal and external audit independence, performance, fees, and coordination.
- Governance & Ethics: Monitors corporate governance, regulatory compliance, ethical conduct, legal matters, and whistleblowing mechanisms (confidentiality, protection, and awareness); reviews annual report disclosures.
Authority: Under the authority of BoD, is empowered to obtain information from management, hold meetings with internal and external auditors (with or without management present), seek independent external advice, and engage subject-matter experts.
Composition & Meetings
- Comprises 3 non-executive directors, including at least one independent director.
- Chaired by an independent director.
- at least one member shall be designated as the “financial expert” (possess qualification and experience in finance/audit field).
- Meets at least quarterly;
- Head of Internal Audit serves as Secretary to the Committee.
Reporting & Accountability: BAC reports regularly to BoD on its activities, key findings, and recommendations. BoD evaluates the performance of BAC annually against predefined governance criteria.
