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Sunday, September 20th, 2020

National Bank of Pakistan’s Notice of Extraordinary General Meeting

Be First!

Karachi: Notice is hereby given that the Extraordinary General Meeting of National Bank of Pakistan, (“Bank”) will Be held on Monday the June 20, 2011 at 09:30 A.M

(PST), at Crystal Ball Room Marriott Hotel, Karachi.

The following business will be transacted in the meeting:

Ordinary Business:

1. To confirm minutes of 62nd Annual General Meeting held on 30th March, 2011, at Karachi.

Special Business:

2. To ratify the approval given by the Board of Directors in respect of the salary  package, other terms and conditions and contract of appointment of Mr. Qamar Hussain, President of the Bank.

3. For the purpose of meeting the requirements of The Banks’ (Nationalization.) Act, 1974 to approve/ratify (i) the salary and other benefits paid to Mr. S. Ali Raza the former President of the Bank from July 01, 2003 to January 14, 2011 (salary and benefits paid from July 1, 2003 to December 31, 2010 have already been approved in previous AGMs as part of the audited Annual Accounts), (ii) post separation continuation of existing medical facility including payment of premium of International Health Insurance for Mr. S. Ali. Raza and his dependent family members and (iii) end of service benefits of Mr. S. Ali Raza.

4. To approve the remuneration and office facilities of the Non-executive Chairman of NBP in accordance with the terms of The Banks’ (Nationalization) Act, 1974.

5. To approve enhancement in Directors’ Meeting Fee.

6. To transact any other business with the permission of the Chairman.

Note:

i) The Share Transfer Books of the Bank shall remain closed from June 14, 2011 to June 20, 2011 (both days inclusive). Transfers received at Messrs Central Depository Company of Pakistan limited, CDC House 99-B, Block “B”, SMCHS, Main Shahra-e-Faisal, Karachi -74400, the Bank’s Registrar and Share Transfer Agent, at the close of the business on June 13, 2011 will be treated in time for purpose of the entitlement of attending the meeting.

ii) A member eligible to attend and vote at the Extraordinary General Meeting is entitled to appoint another member as a proxy to attend and vote on his/her behalf. The Government of Pakistan, State Bank of Pakistan and any Corporation (s) being a member of the Bank, may nominate any person as its representative to attend the Extraordinary General Meeting under authority of a Power of Attorney or a Board of Directors’ Resolution. Proxies or nominations, in order to

be effective and valid, must be received at the office of the Bank’s Registrar/Share Transfer Agent. Messrs Central Depository Company of Pakistan Limited, CDC House 99-B, Block “B “, SMCHS, Main Shahre-e-Faisal, Karachi-74400, not later than 48 hours before the time of holding the Extraordinary General Meeting,

iii) CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated .January 26, 2000 issued by the Securities and Exchange Commission of Pakistan:

a. For Attending the Meeting:

In case of Individuals, the account holder or sub-account holder shall authenticate his/her identity by showing his Original Computerized National Identify

Cards (“CNIC”) or original Passport at the time of attending the meeting.In case of corporate entity, the Original or duly authenticated Board of Directors’ revolution/power of attorney with specimen signature of the nominee shall he produced (unless it has been provided earlier) at the time of the Meeting.

b. For Appointing Proxies:

In case of Individuals, the account holder or sub-account holder shall submit the proxy form as per the above requirement. The Proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall furnished with the proxy form. The proxy shall produce his /her original CNIC or original passport at the (One of the Meeting. In case of corporate entity, the Original or duly authenticated board of Directors’ revolution/power of attorney with specimen signature of the nominee shall be produced (unless It has been provided earlier) along with proxy form to Messrs Central Depository Company of Pakistan Limited.

iv) Members are requested to immediately notify any change in their addresses to the Bank’s Registrar and Share Transfer Agent, Messrs Genii-al Depository Company of Pakistan Limited. Statement Under Section 160 of The Companies Ordinance. 1984: This statement sets out the material facts concerning the Special Business given in agenda item Nos, 2, 3, 4 and 5 of the Notice, to be transacted at the

Extraordinary General Meeting of National Bank of Pakistan.

Item No. 2:

To ratify the approval given by the board of Directors for the salary package and other terms and conditions and contract of appointment of Mr. Qamar Hussain, president’ NBP.

Mr. Qamar Hussain has been appointed President of the Bank on regular basis in terms of Section 11 (3)(a) of The Banks’ (Nationalization) Act, 1974 by the Federal Government for a term of three (3) years w.e.f. April 7, 2011  vide Finance Division (GoP) Notification No. F.1 (3) Bkg-III/2011-1393 dated April 7-2011 (Copy of Notification attached as Annexure- “A”).

The Board of Directors of the Bank in its 199th and 201st meetings held on April 18, 2011 and May 13, 2011 respectively has approved the salary package and other terms and conditions and contract of appointment of Mr. Qamar Hussain as President of the Bank for three (3) years w.e.f. April 7, 2011 and in

accordance with Section.

11 (3) (a) of The Banks’ (Nationalization) Act, 1974, has recommended the same to the general meeting of shareholders for approval/ratification. The salary package and contract of appointment of Mr. Qamar Hussain., President of the Bank as approved by the Board are attached as Annexure-”B” and “C” respectively.

For the information of the shareholders, the salary package of Mr. Qamar Hussain as the Chief Operating Officer (COO) of the Bank is also attached as Annexure-”D”.

In view of the foregoing and in terms of Section 11(3) (a) of The Banks’ (Nationalization) Act, 1974, the shareholders are requested to approve/ratify the salary package and other terms and conditions and contract of appointment of Mr. Qamar Hussain, President of the Bank as approved by the Board of Directors w.e.f April 7, 2011 and attached as Annexure- “B” and “C” to this Notice.

In this respect, the following ordinary resolution is proposed to be passed:

“Resolved that the salary package, other terms and conditions and contract of appointment of Mr. Qarnar Hussain, President of the Bank as approved by the Board of Directors of the Bank in its 199th and 201st meetings held on April 18, 2011 and May 13, 2011 respectively, with effect from April 07, 2011 and attached with the Notice of EOGM as Annexure-”B” and “C” as part of the statement under section 160 of the Companies Ordinance, 1984, be and are hereby approved/ratified.

“The President being the executive director is interested in the above matter and remaining directors have no personal interest in the matter.

Item No. 3:

For the purpose of meeting the requirements of the banks’ (nationalization) act, 1974 to approve / ratify the salary and other benefits paid to Mr. S. Ali Raza the former president NBP from July 01, 2003 to January 14, 2011 (salary and benefits from 01-07-2003 to 31-12-2010 had already been approved in previous AGMS as part of the audited Annual accounts), post separation continuation of existing medical Facility including payment of premium of international health insurance for Mr. S. Ali Raza and his dependent family and his end Service benefits.

The matter of ratification of salary and benefits paid to Mr. S. Ali Raza, former President of the Bank from July 1, 2003 to December 31, 2010 and payment of  Gratuity on the basis of last drawn gross salary was discussed in detail in the 62nd Annual General Meeting of shareholders of the Bank held on March 30,2011 at P.C. Hotel, Karachi. At the proposal of majority of the shareholders i.e. the State Bank of Pakistan and others, the proposal was deferred for providing further details/clarifications in the next General Meeting.

The Clarifications desired by the State Bank of Pakistan in the 62nd AGM were provided to them by the management of the Bank through letter dated April 18, 2011 upon which the State Bank of Pakistan has vide its letter dated. May 6, 2011 advised that “the payment of gratuity may be decided by the Board of Directors in accordance with The Banks’ (Nationalization) Act, 1974″ and through a subsequent letter dated May 13, 2011 further advised that “any decision on payment of gratuity to the ex-President NBP requires approval of AGM in accordance with The Banks’ (Nationalization) Act, 1974”.

The Board of Directors of the Bank in its 199th meeting held on April 18. 2011 and 201st meeting held on May 13, 2011 directed the management to re-submit the salary and benefits, end service benefits and medical, facility including payment of premium of International Health Insurance of Mr. S. Ali Raza, former President, of the Bank, before the shareholders for their ratification /approval in the general meeting in terms of Section 11(3)(a) of the Bank’s (Nationalization) Act, 1974.

Accordingly, the matter is re-submitted before the shareholders alongwith with the item-wise details / clarifications as under:

i) Salary and benefits for the period from 01-07-2003 to 14-01-2011  paid to Mr. S. Ali Raza as former President of NBP.

The salary and benefits of Mr. S. Ali Raza approved by the shareholders in the 52nd AGM of the Bank held on May 30, 2001 were revised / increased by the Board of Directors on an annual basis during 2004 to 2010 and accordingly were paid w.e.f. July 1. 2003 to December 31, 2010. These payments were approved by the general meetings as part of the audited Annual Accounts of the Bank.

Further, after separation of Mr. S. Au Raza from the Bank on January 14, 2011, he has been paid his due salary and benefits duly approved by the Board of  Directors of the Bank in its 197th and 198th meetings held on March 1, 2011 and March 17, 2011 respectively. As the earlier approvals of the Board of Directors of the Bank were not presented annually us a separate Agenda item for ratification in the AGMS, now for the purpose of meeting the requirement of  the Banks’ (Nationalization) Act, 1974, shareholders are requested to ratify the emoluments of Mr. S. Ali Raza., former President of the Bank, from July 1,2003 to December 31, 2010, which have already been approved by the general meetings of the Bank as part of the Audited Annual Accounts of the Bank and from January 1, 2011, to January 14, 2011, by passing the following ordinary resolutions:

“RESOLVED THTAT the salary and benefits of Mr. S. Ali Raza, former President of the Bank as approved by the Board of Directors of the Bank on year to year basis w.e.f. July 1, 2003 to December 31, 2010 and paid to him from July 1, 2003 to December 31, 2010 (details of which are contained in Annexure-E to the Notice of EOGM as part of statement under section 160 of the Companies Ordinance, 1984,) which were duly approved in previous Annual General Meetings as part of the Audited Annual Accounts of the Bank and even otherwise be and are hereby ratified.

“FURTHER RESOLVED THAT the salary and benefits as approved by the Board of Directors of the Bank in its 197th and 198th meetings held on March 1, 2011 and March 17, 2011 respectively and paid to Mr. S. Ali. Raza, as former President of the Bank on March 18, 2011 (As per Annexure-F to the Notice of EOGM as part of statement under section 160 of the Companies Ordinance, 1984), be and are hereby ratified/approved.”

ii) End Service Benefits

ii)(a) Gratuity:

In the 198th Board Meeting held on March 17, 2011 the issue of pament of gratuity to Mr.S.Ali Raza the former President of the Bank was discussed.

In this meeting it was noted that Mr.S.Ali Raza is entitled to gratuity as per the salary package approved by the shareholders in the 52nd AGM held on May 30, 2001.

In this AGM it was approved that Mr.S.Ali Raza, former President is entitled for one basic salary for each completed year of service.

The Board of Directors of the Bank noted. that in its 124th meeting held on August 7, 2004, the Board had approved that Mr. S. Ali Raza’s Basic Pay should be notionally treated as PKR. 750,000 (Pak Rupees Seven Hundred and Fifty Thousand only) per month for the purpose of caLculating gratuity on the basis that the basic pay of the President of Habib Bank Limited was PKR. 750,000 (Pak Rupees Seven Hundred and Fifty Thousand only) and in 52nd AGM of the Bank, shareholders had resolved that the individual heads of allowances and perks payable to the President, NBP, should be in line with that of the President of Habib Bank Limited.

Subsequently, in 2005 the Board. of Directors of the Bank in its 138th meeting held on December 24, 2005 approved contractual employees’ gratuity in terms whereof contractual employees are entitled to one (1) month last drawn gross pay (basic + house rent allowance + utilities) for each completed year of service.

The Bpard of Directors of the Bank in. its 198th meeting held on March 17, 2011 reviewed the legal opinions provided by two prominent legal advisors, Messrs Orr, Dignam and Co, Advocates and Messrs Kabraji and Taliban, Advocates and Legal Counselors and, met with their representatives, Based on their advice, the Board of Directors approved the gratuity of the former President of the Bank on the basis of one month last drawn gross pay for each completed year of service (i.e. Basic pay, House Rent Allowance, Senior Post Allowance and Vacation Allowance) and to seek further approval of the shareholders in accordance with Section 11(3)(a)a of the Banks’ (Nationalization) Act, 1974.

The amount of gratuity payable to Mr. S. Ali Raza, former President is given below:

Basic Rs, 240,000
House Rent Rs, 600,000
Vacation Allowance Rs, 950,000
Senior Post Allowance Rs, 740,000
  ————-
Last drawn monthly gross salary Rs,2,530,000
No. of years completed 10
Total amount payable Rs.25,300,000

The Board of Directors of the Bank have directed HRM and A Group to seek approval of the shareholders in general meeting of the same.

ii)(b) Sale of Bank’s Vehicles:

Mr. S. Ali Raza., former President of the Bank was in terms of the rules of the Bank duly approved by the shareholders in the 52nd AGM of the Bank held on May 30, 2001, entitled to one (1) 1800cc and one (1) 1300cc fully maintained cars and purchase of cars at end of contract period. Hoewever, due to non-manufacturing of 1800cc cars until 2006, he was not provided the same till 2007.

In 2007, as a result of enhancement in the transport policy of the Bank, the Board of Directors of the Bank in its 158th in meeting held on September 14, 2007, also enhanced the entitlement of Mr. S. Ali Raza, former President of the Bank to two(2) cars, one up to 2500 cc and another up to 1800cc and was allowed to purchase any one of these vehicles upon completion of his term, Mr. S. Ali Raza has opted to purchase

2500cc car detail of which is as follows:

Registratian Make Model Original Sale Value
No.     Cost (Rs.)  
GP-9393 Toyota Camry 2007 Rs. 2.750 Rs.0.827
  2400cc   million million

The Bank also acquired an armored vehicle for Mr. S. Ali Raza, former President of the Bank due to the emergent and unusual circumstances regarding Mr. S. Ali Raza’s security and in consideration of the continuing nature of threat to his life, this was duly approved by the Board of Directors of the Bank in its 160th meeting held on November 3, 2007. The Board of Directors of the Bank in its 160th meeting also allowed Mr. S. Ali Raza, former President of the Bank to retain the said vehicle permanently by paying ten percent (10%) of the original, purchase price irrespective of the life of the vehicle at the time of his departure from the Bank and after obtaining NOC from Government.

The detail of armored vehicle are as follows:

Registration No. Make Model Original

Cost

Sale

Value

GP-9696 BMW (armored vehicle) 2007 Rs.16.115 Rs. 1.6115
      million million

The Board of Directors of the Bank directed HRM and A Group to seek approval of the shareholders in genera1 meeting of the same.

ii (c) Sale of Dead Stock Items:

The Board of Directors of the Bank in its 199th meeting held on April 18, 2011 directed the management of the Bank to adjust the book value of dead stock items in use of Mr. S. Ali Raza, former President of the Bank from the payment of end services benefits amount after obtaining his written consent for the purchase.

The total book value of all the dead stock items amounts to PKR3,185,576 (Pak rupees Three Million One Hundred Eighty-Five Thousand Five Hundred Seventy-Six).

The Board of Directors of the Bank have directed HRM and A Group to seek approval of the shareholders in general meeting of the same.

iii) Post Separation Medical Facility

In consideration of Mr. S. Ali Raza’s eight (8) years continuous service with the Bank, the Board of Director of the Bank in its 177th meeting held on December 24, 2008 allowed him to avail existing medical facility (full coverage for self and dependent family members within Pakistan and reimbursement of all expense as approved in the 52nd AGM) on separation from the Bank provided he is not in receipt of the same from any other source.

The Board of Directors of the Bank in its 199th meeting held on April 18, 2011 advised to seek shareholders’ ratification of the said decision of the Board of Directors of the Bank.

The Board of Directors of the Bank in its 201st meeting held on May 13, 2011 approved that the international Health Insurance Plan for Mr. S. Ali Raza former President, of the Bank and his dependent family members which was approved by the Board of Directors of the Bank in its 117th meeting held on January 22, 2004 be recommended to the shareholders in the EOGM for continuation of payment of premium on existing basis after his separation from the Bank provided he is not in receipt of the same from any other source.

It is requested that the End Service benefits and Medical facility and premium payment of the International Health Insurance Plan of Mr. S. Ali Raza, former President of the Bank as approved recommended by the Board of Directors of the Bank be ratified / approved and in pursuance thereof, the following ordinary resolution may be passed:

“RESOLVED THAT the recommendations of Board of Directors of the Bank as contained in special business agenda item No.3 of the Notice of EOGM being held on June 20, 2011, regarding approval/ratification of end service benefits including gratuity, sale of bank’s vehicles, sale of dead stock items and psot separation medical facility including payment of premium of the International health Insurance for Mr. S. Ali Raza, former President, of the Bank and his dependent family members, as approved by the NBP Board of Directors, be and are hereby approved”.

The Chairman being the former President of the Bank is interested in the above maters and no other director has any personal interest in the matters.

Items No. 4:

To approve the remuneration and office facilities of the non-executive chairman on NBP in terms of section 11(3)(A) of the Bank’s (Nationalization) Act, 1974 (amended).

In terms of Government of Pakistan, Federal Government, Internal Finance Wing, Notification No.F.1(8) Bkg-III / 2000 dated April 8,2011 (Annexure-G), Mr. S. Ali Raza has been appointed as Chairman of the Board of Directors, of the Bank for a term of three years w.e.f. April 8, 2011.

The Board of Directors of the Bank in its 201st meeting held on may 13, 2011 has recommended the following remuneration and office facilities for Mr. S. Ali Raza as Non-Executive Chairman of the Board of Director of the Bank, to the shareholders in terms of Section 11(3)(a) of The Bank’s (Nationalization) Act, 1974 for approval:

Remuneration and office facilities of Mr. S. Ali Raza as Non-Executive Chairman of the Board of Directors of the Bank:

i) Remuneration – PKR 150,000 (Pak Rupees One Hundred and Fifty Thousand only per month all inclusive.

ii) Meeting fee and travel for Board / Committee meeting and / or Bank related work-as per policy / package approved by the Board of Directors of the Bank AGM for Non-Executive Directors.

iii) Security – four (4) Security Guards each on 12 hours shift at the residence and 4 guards each including the Driver on 12 hours shift as Mobile escort (i.e,16 in all, with the flexibility to substitute upto 3 Bank’s security guards with Brinks guards).

iv) Pick and drop facility from transport pool of the Bank.

v) Office Facilities:

a) A suitable premises for Chairman’s Office on Bank’s account.

b) Secretarial staff – three of his choice from existing employees.

c) payment of utilities of Chairman’s Office – at actual.

d) Office work expense upto Rs.25,000/- (Pak Rupees Twenty Five Thousand ) per month.

e) Two security guards for providing security at Chairman’s Office”.

It is requested that the remuneration and office facilities for Mr. S. Ali Raza, non-executive Chairman, Board of Directors of the Bank as recommended by the Board of Directors of the Bank in its 201st meeting held on may 13, 2011 be approved and in pursuance thereof, the following ordinary resolution may be passed:

“RESOLVED THAT the following remuneration and office facilities for Mr. S. Ali Raza as non-executive Chairman, Board of Directors, NBP as recommended by the Board of Directors of the Bank in its 201st meeting held on May 13, 2011, be and are hereby approved for a terms of three (3) years w.e.f. April 8, 2011.

i) Remuneration PKR 150,000 (Pak Rupees One Hundred and Fifty Thousand only) per month all inclusive.

ii) Meeting fee and travel for Board / Committee meetings and / or Bank related work – as per policy / package approved by the Board of Directors of the Bank AGM for non-executive directors.

iii) Security – four (4) Security Guards each on 12 hours shift at the residence and 4 guards each including the Driver on 12 hours shift as Mobile escort (i.e, 16 in all, with the flexibility to substitute upto 3 Bank’s security guards with Brinks guards).

iv) Pick and drop facility from transport pool of the Bank.

v) Office Facilities:

a) A suitable premises for Chairman’s Office on Bank’s account.

b) Secretarial staff – three of his choice from existing employees.

c) Payment of utilities of Chairman’s Office – at actuals.

d) Office work expenses u.pto Rs. 25,000/- (Pak Rupees Twenty Five Thousand) per month.

e) Two security guards For providing security at Chairman’s Office,”

The Chairman is interested in the above matter and no other director has any personal interest in the matter.

Item No. 5:

To Approve Enhancement in Directors’ Meeting Fee

The Board in its 201st meeting held on May 3, 2011 reviewed “Directors’ Remuneration and Fee Package” for attending meetings at the Board / Committees of the Board which was approved by the Bank’s shareholders in the 61st Annual General Meeting field on March 31, 2010.

It was felt that in view of Board’s enormous responsibilities under the Banks’ (Nationalization) Act, 1974 and enhanced role under the SECP’s Code of Corporate Governance, there is a need to make upward revision in their remuneration package and to bring it close to the market based package.

In view of the foregoing and in terms of Section 11 (3) (a) of The Banks’ (Nationalization) Act, 1974 and. the State Bank of Pakistan, Prudential Regulation No. G-1(C-2), the Shareholders are requested to approve enhancement in Meeting fee [hr the Non – Executive Directors including the Chairman for attending Board and committees’ meetings to bring it in line with HBL and rationalization of the number of meetings, with effect from July 01, 2011, as recommended by the Bank’s Board of Directors in its 201st meeting held on May 13, 2011.

In this request, the following ordinary resolution is proposed in has passed

“RESOLVED THAT the inci.ca.se in meeting fee of the non-executive directors of the Bank including the chairman for attending meeting(s) of the Board and Committees of the Board, from existing Rs. 90,000/- per Board / Committee of the Board meeting, to its, 200,000/- per Board meeting and Rs. 100,000/- per  Committee of the Board meeting, subject to other terms and conditions of “Directors’ Remuneration and Fee Package, as already approved by the Hank’s shareholders in 61st Annual General Meeting held on March 31, 2010, to remain unchanged, along with reduction / rationalization iii the number of meetings, be and is hereby approved, w.e.f. July 01, 2011, in terms of Section H  (3) (a) of The  Banks’ (Nationalization) Act, 1974.

“The non-executive directors including the chairman are interested in the above matter.

To Be Public in the Official .Gazette of Pakistan Part-III

Government of Pakistan Finance Division (interim Finance Wing)

Notification

Islamabad 7th April, 2011

No. F 1(5)Bkg-III/2011-139 The Federal Government in terms of Section 11(3)(a)o( the Bunks  (Nationalization) Act, 1974 has been pleased to appoint Mr. Qammar Hussain,  Acting President, National Bank of Pakistan, as president, NBP on regular basis with immediate effect for a term of three (03) years.

(Abdul Hamid Chaudhry)

Section Officer (Bkg-III)

Contact period

Three (03) years w.e.f. 7th April 2011

GoP Finance Division Notification No. F.1(5) Bkg-III/2011

1. Basic Pay month

1,302,356

2. House Rent Allowance-per month

(52% of Basic)

683,737

3. Dearness Allowance – per month

(13% of Basic)

169,306

Gross Salary per month

2,155,399

4. Transport:

4.1 Car/Jeep/Engine capacity

One Parado jeep provided to him on his appointment as chief Operating Officer (used one-4000 cc) and One 2500 Cc Car Both vehicles fully maintained by the Bank with an option to purchase any one of them as per the Bank’s Policy or at a book value upon separation from the Bank’s service which ever earlier.

4.2 Drivers

Two (02) Drivers or Salary of Two (02) Drivers in Ijeu there of @ Rs. 18,000/-p.m. Rs. =36,000/- p.m. (on reimbursement basis) 4.3 Petrol (for the Dank’s provided, vehicles)

Actual

5. Utility (Electricity, Gas, Water, residence telephone(s)/ Mobile Phone(s) and other utilities pertaining to his residence.

Actual

6. Business Entertainment

Actual

 

7. Domestic Staff  Salary of five (05) persons @Rs.12,500/- p.m. =Rs. 62,500/- p.m. (on reimbursements  basis )

8. Business Travel

Business class fare Expenses at actual for domestic and overseas travel. Per diem for overseas with a maximum of $325 per day.

9. Annual Leave

Annual Leave 30 days –Medical Leave18 days. Annual leave be acuminated up to a maximum of 60 days which is encashable on the basis of the last drawn gross salary.

10. Medical and 1nternational health Insurance Facility:

10.1 Medical Full coverage of self and dependent family members within Pakistan and reimbursement of all expenses as per Bank’s policy .Full fledged dental treatment facilities excluding polishing and supply of denature (artificial tooth ). The facility for medical treatment (excluding dental) shall continue after

separation from the bank, for self and suppose only provided he is not in receipt of the same from any other source.

 

10.2 International Health Insurance facility.

International family health insurance covered to be obtained from M/s, BUPA, U.K. FOR SELF and dependent family members. This cover shall continue after separation from the bank, for self and suppose only, provided he is not in receipt of the same frumenty other sourse.

11. Life Insurance Rs. 27,000,000 (from Pakistan based insurance Co.) yearly premium to be paid 50% by  him and 50 % by the sank.

12. Gratuity One month’s last drawn  gross salary for each completed year of service.

13. Other facility.House /Garden Maintenance at actual

14. Security Security arrangements to be provided by the Bank Deployment of four (04) security guards i.e. two security guards on 12 hours shift basis at residence.

15. Club Membership Admission Fee for Two (02) Clubs (as already availed by him as COO) and Subscription and other Charges for Three (03)

16.Clubs including these two clubs and one club of which he is already a member since prior to joining NBP.

17. House Building Loan Already availed by him as COO shall continue as per Bank’s Policy till the full repayment of the loan.

18. Generator Facility at Residence Already availed by him as COO shall continue as per Bank’s Policy

19. Annual increment and review of salary package and other benefits To be done by the Based on Bank’s performance

20. Termination Clause To be governed by Banks (Nationalization) Act 1974 (as amended). This contract may be terminated by Mr. Qamar Hussain on three (03) months prior notice or pay in lieu there of.

No. HRM and AG/CONT, APPTT/2011 MR. QAMAR HUSSAIN NATIONAL BANK OF PAKSTAN

Dear Mr. Qamar,

Contract of appointment.

The Federal Government in terms of section 11 (3) of the Banks (Nationalization) Act, 1974 has appointed you as President, National Bank of Pakistan on regular basis we.f. 07th April.

 

2011 for a term of three (03) yeas vide Notification No. F1 (5)Bkg-III/2011 dated 07-04-2011, The Board of Directors of he Bank in its meetings no. 199th’ and 201st held on 18-04-2011 and 13-05-2011 approved the following Salary package and terms and condition on your appointment as President, NBP, ratified by the shareholders of the bank  in the extraordinary General Meeting held on ______________ in terms of Section 11 (3)(a) of Banks (Nationalization) Act, 1974 as amended.

1. Term of Appointment:

Your appointment with the Bank shall comments from 7th April, 2011 for a term of three years as per above referred Federal Government Notification.

2. Salary Package and other terms and conditions of Appointment: The salary package and other terms and condition of your appointment will be as follows:

Basic Pay-per month

1,302,356

HousE Rent Allowance ½ per month

(52.5% of Basic)

683,737

Dearness Allowances per month

(13% of Basic)

169,306

Gross Salary per month

2,155,399

Transport:

Car/Jeep/Engine Capacity

One Parado Jeep already provided to you on your appointment as Chief Operatihg. Officer (used one-4000 cc) and One 2500 cc Car- Both vehicles fully maintained by the Bank with an option to  purchase any of them as per the Bank’s Policy or at a book value Upoü separation from the Banks service whichever basis) Drivers Two (02) Drivers or Salary of Two (02) Drivers in lieu thereof @ Rs. 18000/= p.m. Rs.36,300/- p.m.(on reimbursement basis)

Petrol (For the Bank’s Provided Vehicles) At actual

Utilities (Electricity, Gas Water residence telephone(s)/ Mobile Phone(s) and any other utilities pertaining to his residence)

At actual

Business Entertainment At actual

Domestic Staff

Salary of Five (05) Persons@ Rs. 12,500/- p. m = (on reimbursement basis)

Business Travel

Business class fare – Hotel expenses at actual for domestic and overseas travel Per diem for overseas with a maximum of $325

Annual Leave

Annual Leave 30 days – Medical Leave 18 days. Annual leave can be accumulated upto a maximum of 60 days which is encashable on the basis of the last drawn gross salary.

Medical and International Health Insurance facility:

Medical Full coverage of self and dependent family members within Pakistan and reimbursement of all expenses as per Bank’s policy Full fledged dental treatment facilities excluding polishing and supply of denture (artificial teeth) The facility for medical treatment (excluding, dental) shall continue after separation from the bank, for self and spouse only, provided you are not in receipt of the same from other source.

International Health Insurance facility International family health insurance cover to be obtained from M/s. BUPA, UK for self and dependent family members. This cover shall continue after separation from the bank, for self and spouse only, Provided you are not in receipt of the same from any other soure.

Life Insurance Rs. 27,000,000 (from Pakistan based insurance Co.) yearly premium to be paid 50% by the Bank.

Gratuity One Month’s last drawn gross salary for each completed year of service Other facilities House/Garden Maintenance at actual Security Security arrangements to be provided by the Bank Development of four (04) security guards i.e. two security guards on 12 hours shift basis at residence.

Bonus

Performance Bonus to be determined by the Board Club Membership

Admission Fee for two (02) Clubs (as already availed by you as COO) and Subscription and other Charges for Three (03) Clubs including these two clubs and one club of which you are already a member since prior to joining NBP.

House Building Loan

Already availed by you as COO shall continue as per Bank’s Policy till the full repayment of the loan.

Generator Facility at Residence

Al ready availed by you as COO shall continue as per Bank’s Policy

Annual increment and review of salary package and other benefits To be done by the Board based on Bank’s performance

Termination Clause

To be governed by Banks (Nationalization) Act 1974 (as amended). You may terminate this contract on three (03) months prior notice or pay in lieu there of.

3. Confidentiality:

You undertake not to disclose, to any third party, any financial, marketing, personnel, customer or any other confidential information accessible to you or made available to you during the term of this contract or in your earlier capacity as COO with the Bank. You shall hold all such information in confidence not discuss, communicate or transmit it to others, or make any unauthorized copy or use of such intimation in your capacity.

4. Governing Law:

This contract shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan including Banks (Nationalization) Act, 1974 as amended The rules/regulations governing the service of other Bank Employees, including but not limited to, the National Bank of Pakistan (Staff) Service Rules, 1973 and the National Bank of Pakistan (Staff) Service Rules, 1980 shall be inapplicable in this regard.

If the above terms and condition are acceptable to you, please sign and return the attached copy of this letter addressed to the undersigned.

After acceptance of this offer evidenced by your signature below, this contract of appointment shall be effective on the above terms and conditions.

The letter of appointment No.HRM and AG/CONT.APPTT/2008 dated 12-12-2008 appointing Mr. Qamar Hussain as Chief Operating Officer NBP is rescinded.

S. Ali Raza Chairman Board of Directors National Bank of Pakistan

Annexure – D

NATIONAL BANK OF PAKISTAN HRM AND A GROUP

Mr. Qamar Hussain, President Salary Package as COO

  All amount in Rs.
Per Month Existing Package
Basic Pay 1,041,885
House Rent (52.5% of basic) 546,990
Utilities (15% of basic) 156,283
Dearness Allowance (13% of basic) 135,445
Security Guards 28,050
Gross Salary 1,908,652
Cost of Fuel (700 Litre @ Rs. 76.81) 53,766
Total Monthly Cost 1,962,419
Additional Benefits:  
Cost of Medicine (Reimbursement) p.a. Actual
Lab Test / Cons (reimbursemnet)  p.a. Actual
Car Facility Two Maintained Vehicles
Mobile Telephone One Mobile with Ceiling
Group Insurance Rs.10,000,000
Facility for Residential purpose One Generator with (400 litres fuel monthly)
  Two Clubs Entrance Fees (actual) with
Club Membership monthly ceiling @ Rs 10,000 each
Profit/Performance Bonuses As per Bank’s policy
House Building Loan As per Bank’s policy
Gratuity As per Bank’s policy

National Bank of Pakistan

Revision in Salary Package from 01-07-2003 to 14-01-2011 as approved by the Board of Directors to Mr. S. Ali Raza, Former President, NBP

Package effective Basic House

Rent

Senior to

Allowance

DFA Total Package

Amount

BOD approvals
From to
1/1/2004 6/30/2005 160,000 200,000 140,000 250,000 750,000 BOD Meeting 119th held on 10/04/2004
7/1/2005 12/30/2005 160,000 200,000 390,000 250,000 1,000,000 BOD Meeting 136th held on 29/10/2005
1/1/2007 12/31/2007 240,000 350,000 490,000 250,000 1,250,000 BOD Meeting 153th held on 24/02/2007
1/1/2008 12/31/2008 240,000 400,000 490,000 620,000 1,750,000 BOD Meeting 164th held on 24/01/2008
1/1/2009 12/31/2009 240,000 500,000 610,000 850,000 2,200,000 BOD Meeting 177th held on 24/12/2008
1/1/2010 1/14/2011 240,000 600,000 740,000 950,000 2,530,000 BOD Meeting on 04-01-2010 and BHRC Meeting No. 60th held on 06-01-2010

National Bank of Pakistan

Details of Compensation and Benefits For the Period From 01-01-2011 to 14-01-2011

Mr. S. Ali Raza, Former President

  For the period
Heads of Payment 01-01-2011 to
  14-01-2011
Managerial Remuneration  
Basic 112,000
Senior Post Allowance
  ———
112,000
Rent and House Maintanance  
House Rent 280,000
Domestic Servants
Chowkidars
House Repairs
  ———
  280,000
Utilities  
Utilities – Electricity/Gas, etc 211,231
Telephone 94,239
  ———
Leave fare Assistance 443,333
Medical
Leave Encashment 954,667
Other 63,814
  ———
Total 2,159,284

For more information, contact:

Ekhlaq Ahmed

EVP/Secretary (Board)

National Bank of Pakistan

2nd Floor, Head Office,

I.I. Chundrigar Road,

Karachi.

Tel: +9221 99212224

Fax: +9221 99212239

Website: www.nbp.com.pk

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