Code of Conduct and Ethical Standards-2023

For Board of Directors

UNITED BANK LIMITED

For Board of Directors

(For the year 2023)

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 Code of Conduct and Ethical Standards-2023
For Board of Directors

Dear Colleagues,

United Bank Limited (UBL) is the second largest bank in Pakistan, with presence in
overseas territories. The corporate set up of the Bank is of listed public limited company.
The Clause 10 (3) (ii) of Listed Companies (Code of Corporate Governance) Regulations,
2019 states as under:
“The Board of the company shall ensure that a formal code of conduct is in place that
promotes ethical culture in the company and prevents conflict of interest in their capacity
as member of the Board, senior management and other employees;”
The Board of Directors of UBL provides strategic direction to the management within the
parameters of laws and regulatory framework. We, at UBL firmly believe in highest
standards of compliance with all applicable laws and regulations, while carrying out
business operations and activities of the Bank. We are committed to follow the best
corporate practices. We also remain vigilant and cognizant to safeguard the interests of all
the stakeholders, including customers and shareholders of the Bank. The principles of
fairness, transparency, equality and integrity are followed while serving the stakeholders.
Every year, a comprehensive document “Code of Conduct and Ethical Standards” is
prepared for the Board of Directors. In this connection, “the Code of Conduct and Ethical
Standards -2023” is attached. The Code aims at to codify the major guiding principles
related to Code of Conduct and Ethical Standards.
This Code applies to all members of the Board of Directors of United Bank Limited. After
approval of the Board of Directors, the document will be made available on the website of
the Bank.
All the members of the Board of Directors are requested to read and sign the attached Code
of Conduct and Ethical Standards-2023 to signify that they have read and understood the
contents of the Code.
In this regard, I personally acknowledge that I have received a copy of Code of Conduct
and Ethical Standards-2023 (for directors) and declare that I have read and clearly
understood the contents of the Code and will abide by the Code to the best of my abilities.

Chairman
Board of Directors
United Bank Limited

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 Code of Conduct and Ethical Standards-2023
For Board of Directors

1. Compliance with Laws, Rules and Regulations

The Directors of the Bank shall, in respect of their responsibilities and obligations as
Directors, adhere to all applicable laws, regulations and directives of regulatory and tax
authorities, including but not limited to the Companies Act, 2017, Banking Companies
Ordinance, 1962, Listed Companies (Code of Corporate Governance) Regulations, 2019,
Prudential Regulations, AML/CF Regulations and Corporate Governance Regulatory
Framework as issued and amended by State Bank of Pakistan from time to time.

2. Business and Corporate Ethics:

The banking sector is highly sensitive from business and corporate ethics point of view.
The integrity and good reputation carries high value for the customers and other
stakeholders of a banking company. It is expected from the Directors that they will
discharge their duties with fairness, integrity and professionalism.

3. Conflict / Disclosure of Interest

a. The Directors shall avoid any conflict (or even the perception of a potential conflict)
between his or her personal, social, financial or political interests and the advancement
of the Bank’s business interests or the interests of its customers.
b. If a Director is interested party in any transaction or matter, to be approved by the Board
of Directors, then the concerned Director will disclose his or her interest and shall
abstain from the discussions and decision making process for the transaction.
c. If a Director wishes to become officially involved with any outside corporation or other
organization as director, trustee, officer or advisor, the Director must inform the Board
of Directors through the Company Secretary, UBL.
d. All the Directors will disclose and report all the information regarding related parties
as well as related party transactions as per the applicable laws and regulations.
e. All Directors will act in compliance of all the provisions mentioned in Conflict of
Interest policy for Directors.

4. Trading in the Shares of UBL:

a. The Directors having the knowledge of unpublished confidential price sensitive
information shall not, directly or indirectly, deal in the shares of the Bank.
b. There are certain regulatory restrictions and reporting requirements under various
regulatory instructions as issued by SBP, SECP and PSX and applicable to trading of
the shares of the Bank by the Directors. The Directors will make sure that they remain
compliant with these regulatory/statutory restrictions/reporting requirements.

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 Code of Conduct and Ethical Standards-2023
For Board of Directors

c. If any Director or his/her spouse sells or buys the shares of the Bank, he/she shall
immediately notify the Company Secretary in writing about the details of the
transactions.
d. No Director shall, directly or indirectly, deal in the shares of the Bank, in any manner,
during the Closed Period to be announced by the Bank from time to time.

5. Breach of Confidentiality
 Confidential information concerning a customer or a supplier shall never be disclosed
by a Director to a third party except pursuant to applicable laws or regulations, or a
court order or other legal process.
 The Directors shall not disclose to any customer or any other quarter that a suspicious
transaction or related information is being or has been reported to any authority, except
if required by law.
 Likewise, proprietary UBL information (confidential information about UBL’s
business or business development plans, products and services, marketing methods,
technology or systems) must never be disclosed to a third party except pursuant to a
statute or regulation, or a valid court order.
For these purposes, “confidential information” is non-public information about UBL or a
customer or supplier that would be useful to a competitor or important to an investor in
deciding whether to purchase, hold or sell any shares of a customer or supplier of UBL, as
applicable.

6. Inducements, Corporate Opportunities and Related Matters:

The Directors are prohibited from taking personal opportunities and benefits from the
business of the Bank, using its property, information or position for personal gain or
competing with the Bank for business opportunities. Further the director shall not:
a. Solicit or accept any advantage as an inducement or reward for doing or intending to
commit any act in relation to UBL’s affairs or business.
b. Show or intend to show favor or disfavor to any person in relation to UBL’s affairs or
business.
c. Offer any advantage to anyone as an inducement or reward for or otherwise.
d. Intend to deceive UBL by using any receipt, account or other document which is false
or erroneous or defective in any way, and which to his / her knowledge is intended to
mislead UBL.

7. Media and General Public Statements/Releases

The Director(s) shall not make any public statements which may invite adverse criticism
or expose the bank to a reputational or regulatory risks or put the Bank in an embarrassing
situation in public; except the official statements related to factual position to discharge the
duties assigned to him or her by the Board of Directors.

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