Board Of DirectorsThe role and responsibilities of the Board of Directors are set out in the
Board Charter. The Board bears overall accountability for the performance of the Bank. The Board of Directors’ primary responsibility is to provide effective governance over the Bank’s affairs for the benefit of its shareholders, and in the interests of its stakeholders. The Bank is led by a Board comprising executive and non-executive directors. Directors are expected to attend Board meetings and meetings of committees and subcommittees on which they serve as frequently as necessary, to properly discharge their responsibilities. Information and materials that are important to the Board’s understanding of the business shall be distributed to the Directors prior to a meeting.
Each Director is expected to:
- Prepare for and regularly attend Board and applicable committee meetings and attend the annual meeting of shareholders,
- Devote the time necessary to discharge effectively his/her responsibilities, including keeping informed about the Bank’s performance and position.
BLOM Bank Sal's Board Of DirectorsMr. Saad AZHARI, Chairman and General Manager
H.E Sheikh Ghassan SHAKER, Grand Officier de la Légion d’Honneur
Sheikh Salim Boutros EL- KHOURY
Mr. Samer AZHARI, Group Secretary General
H.E Me. Youssef Selim TAKLA
Mr. Habib RAHAL, General Manager
Mr. Joseph Emile KHARRAT
Mr. Nicolas Nicolas SAADE
Dr. Fadi OSSEIRAN
Mr. Marwan JAROUDI
Role of the BoardThe Board is responsible for achieving the Bank’s aims, strategy and policy, and results. The Board is accountable to the general assembly of shareholders and is responsible for complying with all relevant legislation and regulations, for managing the risks associated with the Bank’s activities, and for the Bank’s finances.
The Board is ultimately responsible for the system of internal risk control at the Bank. The Board shall report related developments to and shall discuss the internal risk management and control systems with its audit committee.
Independence of DirectorsIndependent members are capable of exercising sound judgment after fair consideration of all relevant information and views without undue influence from the views of management, political interests or inappropriate outside interests. Directors are deemed independent if they meet the Bank’s Director Independence Criteria.
Directors Independence Criteria
A Director shall qualify as independent for purposes of service on the Board of the Bank and its committees if the Board has determined that the Director has no executive role within the Bank or any type of income from the Bank other than his/her fees for being a director and member of a Board Committee and his/her dividends for the shares that he/she holds, and has not derived any remunerative benefit from the Bank during the preceding two years.
A director is prohibited from having an interest with any group or entity with intention to affect the price or performance of any instrument issued by the Bank and publicly traded on Stock Exchanges.
A director may not hold the office of director in another company having the same objects or carrying on activity in the same field of business, without a special authorization of the general assembly which is to be renewed every year.
A person may not hold the office of director, at one and the same time, in more than six companies whose registered office is in Lebanon. This number drops to two if the director is more than seventy years old.
Board PracticesRelated-Party TransactionsA related party transaction is in general any transaction involving a related party according to articles 158 of the CC and 152 of the Code of Money and Credit. Related party transactions may be allowed only if approved by the Board of Directors and by the General Assembly of Shareholders.
InvestmentsInvestments Offered by the BankA Director, or family member of a Director, may participate in investment opportunities offered or sponsored by the Bank provided they are offered on substantially similar terms as those for comparable transactions with similarly situated non-affiliated persons. Directors and members of senior management investing in partnerships or other investment opportunities sponsored, or otherwise made available by the Bank should declare such investments to the Board.
Investments Offered by a Third Party EntityDirectors and members of senior management may not invest in a third party entity when the investment opportunity is made available to him or her as a result of such individual’s status as a Director or member of senior management.
Board CommitteesThe standing committees of the Board are:
Board Audit Committee The Board Audit Committee has the mission to (1) monitor and assess the integrity of the Bank’s financial accounting and reporting as well as the adequacy of related processes and controls, (2) monitor the performance and assess the competence of External Auditors and the Internal Audit Department, and (3) monitor adequacy of processes and internal controls used to ensure legal and regulatory compliance, and compliance with the Bank’s by-laws and internal regulations.
Risk Management CommitteeThe Risk Management Committee has the mission to periodically (1) review and assess the Risk Management function of the Group, (2) review the adequacy of the Bank’s capital and its allocation within the Group, and (3) review risk limits and reports and make recommendations to the Board.
Consulting, Strategy, and Corporate Governance Committee This Committee has the mission to (1) oversee development of the strategic plan, (2) monitor progress relative to the strategic plans and annual or quarterly objectives, (3) review effectiveness of the Group’s strategies, (4) approve and monitor large projects, (5) shape corporate governance policies and practices, including recommending to the Board the corporate governance guidelines applicable to the Bank and reviewing the Board’s goals, agenda, and work plan, (6) monitor compliance with these policies and guidelines, and (7) advise the Board on business matters and overall business development referred to it by the Chairman of the Board.
The strategic plan should cover up to a minimum three year period and include the Board’s thoughts on expanding and developing the various businesses, for example by geographic market or market segment within each region and whether such expansion should be organic or inorganic. Expected staffing requirements and capital allocation should also be specified within such plan.
Nomination and Remuneration Committee The mission of the Committee is to provide assistance to the Board in (1) identifying individuals qualified for directorship and recommending candidates to the Board or shareholders, (2) identifying individuals qualified to sit on Board committees and recommending candidates to the Board, (3) overseeing the induction programs for Directors, (4) planning the succession of executive and non-executive directors as well as the General Manager, (5) drawing up and submitting to the Board the criteria for determining the remuneration of top management and ensure these criteria are properly applied, and (6) evaluating the performance of top management and Board members.