Policy

​​The Bank aspires to the highest standards of ethical conduct: doing what it says; reporting results with accuracy and transparency; and maintaining full compliance with the laws, rules

Please click here to view the corporate governance guidelines.

Board Committees

Consistent with industry best practice, the Board has established four Committees with defined roles and responsibilities. The Standing Committees of the Board are the Executive Committee, Audit and Risk Committee, Remuneration Committee and Nomination and Corporate Governance Committee.

Executive Committee

The Committee operates under the delegated authority of the Board and provides direction to the executive management on business matters, as delegated by the Board, to address matters arising between Board meetings. The Committee is responsible for reviewing business matters concerning credit and market risks, strategy review, and providing recommendations to the Board.

Audit and Risk Committee

The Committee’s responsibility is to assist the Board in discharging its oversight duties relating to matters such as risk and compliance, including the integrity of the Bank’s financial statements, financial reporting process and systems, internal controls, and financial controls. The Committee also acts as a liaison between the external auditor, internal auditor and the Board. It is also charged with the responsibility of handling whistleblowing complaints and monitoring related party transactions.

Remuneration Committee

The Committee’s role is to provide a formal and transparent procedure for developing a compensation policy for the Board, Chief Executive Officer and Senior Management (approved persons and material risk takers); ensures that compensation offered is competitive, in line with the market/peer group and consistent with the responsibilities assigned to employee. In addition, the Committee recommends to the Board special compensation plans, including annual performance bonus and short/long term incentives, to attract, motivate and retain key employees.

Nomination and Corporate Governance Committee

The Committee’s role is to evaluate and nominate candidates to the Board, as well as facilitate the assessment of performance of the Board, Committees and individual Directors. In addition, the Committee is responsible to ensure that Directors receive adequate training during the year so as to be able to perform their duties on the Board and the Committees they serve on. The Committee is also charged with the responsibility of ensuring that the Corporate Governance Framework of the Bank is adequate and in compliance with the prevailing regulations. The Committee liaises with the Bank’s Corporate Governance Officer to manage the governance related activities.

Operational Committee

​​The Chief Executive Officer is supported by a number of management committees, each having a specific mandate focusing on areas such as business risk and strategy.

The committees and their roles and responsibilities are:

Whistle Blowing Policy

​​The Bank has a whistle blowing policy with designated officials whom the employee can approach. The policy provides adequate protection to employees for any reports in good faith.

The Board’s Audit Committee oversees the implementation of this policy.

The directors have adopted the following code of conduct in respect of their behavior​:

• To act with honesty, integrity and in good faith, with due diligence and care, in the best interest of the Bank and its stakeholders;
• To act only within the scope of their responsibilities;
• To have a proper understanding of the affairs of the Bank and to devote sufficient time to their responsibilities;
• To keep confidential Board discussions and deliberations;
• Not to make improper use of information gained through the position as a director;
• Not to take undue advantage of the position of director;
• To ensure his/her personal financial affairs will never cause reputational loss to the Bank;
• To maintain sufficient/detailed knowledge of the Bank’s business and performance to make informed decisions;
• To be independent in judgment and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions of the Board;
• Not to agree to the Bank incurring an obligation unless he/she believes at the time, on reasonable grounds, that the Bank will be able to discharge the obligations when it is required to do so;
• Not to agree to the business of the Bank being carried out, or cause or allow the business to be carried out, in a manner likely to create a substantial risk of serious loss to the Bank’s creditors;
• To treat fairly and with respect all of the Bank’s employees and customers with whom they interact;
• Not to enter into competition with the Bank;
• Not to demand or accept substantial gifts from the Bank for himself/herself or his/her associates;
• Not to take advantage of business opportunities to which the Bank is entitled for himself/ herself or his/her associates;
• Report to the Board any potential conflict of interest, and
• Absent themselves from any discussions or decision-making that involves a subject in which they are incapable of providing objective advice or which involves a subject of proposed conflict of interest.

Zakat

Since the Articles of Association of the Bank does not require the Bank to pay Zakat on behalf of the Shareholders, thus, the Board has calculated the Zakat due on the shareholders in order to inform them, and which is disclosed in the notes to the consolidated financial statements.