The Bank’s Management is responsible for compliance with the Bank’s Code of Corporate Governance. The Bank’s Management is responsible for the daily operations of the Bank guided by internal policies and the interest of the Bank and its stakeholders.
Each of the below mentioned committees shall have a documented charter covering each committee’s purpose, members and structure, competencies, meeting frequency, and authorities.
- Executive Committee
- Credit Committees
- Credit Committee n°1
- Credit Committee n°2
- Exceptional Credit Committee
- Follow-Up Credit Risk Committee
- Provisions Committee
- Retail Credit Committee
- Assets and Liabilities Committee
- Investment and Treasury Committee
- Marketing Committee
- Information Technology Committee
- Human Resources Committee
- Legal Committee
- Internal Audit and Inspection Committee
- Compliance and Anti-Money Laundering Committee
- Operations and Internal Procedures Committee
- Islamic Bank Committee
- Foreign Subsidiaries Committee
- Purchasing and Maintenance Committee
- IT Security Committee
The Bank shall disclose in its annual report information on key members of its management, including their names, positions, and years of experience at and outside the Bank. This type of disclosure applies to the following management functions:
- General Managers
- Deputy General Managers
- Assistant General Managers
- General Management Consultants
- Management Advisors
- Heads of subsidiaries (Local and Foreign) and foreign branches
The remuneration of the senior managers is determined by the Chairman/General Manager and the General Managers, and it is based on the level of performance of senior managers in advancing the interest of the Bank in terms of profitability, risk and cost control, and the overall management of activities in their respective areas of operations.
Internal Control System
Organization and Procedures
Sound internal control shall be reflected in the organization and procedures of the Bank’s operations and is ensured through sound management of its systems of controls, duties, authorities, limits, and reporting lines. The Bank establishes control processes that foster adequate separation of duties to ensure the management of conflicts of interest and prevent insider transactions.
Risk Management Department
A system for risk management shall be maintained with the Risk Management Department managed by a full time senior level manager reporting directly to the Board. The mission of the Risk Management Department includes the establishment and monitoring of systems for identifying, evaluating, and controlling risk.
The Risk Manager is appointed pursuant to a Board resolution. The Risk Manager reports to the Board directly or through the Risk Management Committee and to General Management of the Bank.
Group Inspection Unit
An Inspection Unit shall be responsible for providing inspection, oversight, and audit on the Bank’s subsidiaries and foreign branches. The Group Inspector is appointed pursuant to a Board resolution and reports to the Board Audit Committee and to General Management of the Bank.
Internal Audit Department
A system for internal audit shall be maintained with the internal audit function managed by a full time senior level manager reporting directly to the Board. The mission of the internal audit function includes but is not limited to:
- Auditing operations and financial statements;
- Assessing the efficiency of internal control processes;
- Ensuring compliance with laws and regulations; and
- Preparing periodic reports to the Board.
The internal audit manager is appointed and remunerated pursuant to Board resolutions. The internal audit manager reports directly to the Internal Audit Committee and is responsible to submit quarterly reports to the Board.
Independent, competent, and qualified external auditors are appointed on a rotational basis. External auditors shall conduct an annual audit. They are accountable to the shareholders and must attend the annual Ordinary General Assembly. They deliver the Annual Report and submit a separate detailed report of related-party transactions. The external auditors must be fully independent from the Bank and its Board members and shall not have any conflict of interest in relation to the Bank.
Continuity Planning and Disaster Recovery
The Risk Management Department shall plan for the Bank’s continuity and disaster recovery mechanisms. The Risk Management and IT Security committees shall oversee the planning and implementation of these mechanisms.
Succession planning for Managers of central departments and branches is the responsibility of the Succession Planning Committee chaired by the Chairman – General Manager. The General Managers, the Deputy General Manager, the Assistant General Managers and the Chief Risk Officer shall be the members of this Committee.
The Succession Planning Committee meets at least once a year, or whenever the need to do so arises. The Committee is responsible for identifying at least one potential successor for every managerial position at the Bank. The Committee shall also approve the development plans for potential successors in order to close any gap that might exist between the required levels of competencies for the various managerial positions and the current levels of competencies of the identified successors.
Dealing with Foreign Branches and Subsidiaries
The Chairman – General Manager of the Bank shall ensure that Foreign Branches and Subsidiaries work in a manner to ensure the successful realization of the Bank’s strategic objectives. As such, the Chairman – General Manager maintains constant communication with the management of Foreign Branches and Subsidiaries.
The Foreign Branches and Subsidiaries Committee is responsible for coordinating between different departments and between subsidiaries. It reviews administrative and financial reports incoming from the Bank’s foreign subsidiaries, and assigns an internal audit team to visit these subsidiaries at least once a year. The resulting report will be presented to the Board Audit Committee. Other visits from the CRO and the CFO will also be made to foreign branches and subsidiaries. Summaries of their findings should be submitted to the Foreign Branches and Subsidiaries Committee, and in the case of the Chief Risk Officer, full reports of any of the site visits should be submitted to the Board Risk Management Committee.
Foreign Branches and Subsidiaries should submit standardized financial reporting packages to the Head Office for financial consolidation purposes and to aid in the financial performance assessment of the Foreign Branches and Subsidiaries by the Head Office. Each Foreign Branch and Subsidiary must submit a Business Plan to the Head Office for the coming calendar year. In addition, each foreign branch and subsidiary should also submit following the end of each quarter a Business Letter in accordance with BCC Memorandum 16/2007, summarizing performance and any key events during the said quarter and explaining any major variation from the Business Plan.