Corporate Governance Report

ADCB adheres to the highest standards of corporate governance. In many respects, we are pioneers in our region, having voluntarily adopted practices above and beyond those mandated by law. We continuously enhance and improve our governance principles and framework, emphasising transparency, integrity, accountability and fairness.

We believe high standards of corporate governance will contribute to our long-term success, encourage trust and engagement with our stakeholders, and reinforce our risk management culture. To that end, the Bank and all of its business units have clear, well-understood governance policies, procedures and practices. We regularly review and adjust our governance framework to reflect changes in the Bank's businesses, regulation, best practices and the external environment.

The Board

Membership, Committees and Meetings

The Board, which consists of 11 members, met eight times in 2016. Directors received information between meetings about the activities of Board and management committees and developments in the Bank's business. In addition, the Board held an off-site meeting in September to debate and refine the Bank's strategy. Members of senior management were invited to all these meetings to enhance the Board's engagement with management and understanding of the business. In addition, Board members regularly visited divisions and branches of the Bank to enrich their knowledge of our operations.

The Board has four standing Committees: Audit & Compliance; Corporate Governance; Risk & Credit; and, Nomination, Compensation & Human Resources. Each member of the Board, with the exception of Ala'a Eraiqat, the Group Chief Executive Officer, serves on at least one standing Committee. The Board Committees held a total of 54 meetings in 2016. Memberships and chairmanships of the Board Committees are reviewed on a regular basis to ensure suitability and are rotated as needed.

Board Remuneration

Directors' remuneration is set annually by the Bank's shareholders. Any proposals for changes are considered by the Nomination, Compensation & Human Resources Committee prior to obtaining Board and shareholder approvals. According to applicable laws and the Bank's articles of association, Directors may not receive any remuneration in years when the Bank does not achieve net profits.

As at 31 December 2016, the Bank's Directors were not eligible for any bonus, long-term or other incentive schemes. Directors do not receive any pension benefits from the Bank.

Board and Board Committee Agenda Items

The Board's Agenda in 2016

The Board of Directors regularly discusses certain items that are fundamental to the direction of the Bank, such as business performance, long-term planning, strategy, risk appetite and management, succession planning, and human resources. Details of the agenda items discussed by the Board and its Committees during 2016 are set out on pages 96 and 97.

Other Practices and Policies

Directors' Independence and Management Reporting

During 2016, more than one-third of the Directors were considered independent. In addition, a majority of the members of the Audit & Compliance Committee were independent. On the management side, the Group Chief Internal Auditor reports to the Board's Audit & Compliance Committee and the Group Chief Risk Officer reports to the Board's Risk & Credit Committee.

To ensure that the Board has the benefit of a range of independent thinking, the Bank appointed Sir Gerry Grimstone as an independent Board Adviser in January 2013. In 2016, Sir Gerry attended 5 Board meetings, 3 Board Committee meetings (NCHR) and the Board strategy sessions. His background and experience enriches the Board's deliberations, particularly in the areas of strategy, Board reporting and effectiveness, performance assessments for senior management and assessment of risk appetite and rewards.

Board Oversight of Risk Management

Risk management is a key part of ADCB's corporate governance framework.

The Board of Directors has overall responsibility for setting our risk appetite and for ensuring risk is effectively managed. The Board Risk & Credit Committee (BRCC) oversees risk monitoring and management, and works with management to refine risk strategy as appropriate for particular sectors, geographic regions and customer types. The BRCC also reviews the suitability and effectiveness of the Bank's risk management systems and controls, reviews stress tests and the Bank's stress-testing methodology, oversees the management risk committees, and ensures that our risk governance supports prudent risk-taking at all levels in the Bank.

Please see further details in the Risk Management section of this annual report on page 110.

The Board and management also foster a culture of compliance. They have created an environment where employees at all levels are empowered to confront improper behaviour, raise grievances and suggest better ways to pursue the Bank's strategic goals.

Performance Evaluations

The Board undergoes a rigorous in-house performance evaluation annually and, in line with global standards, regularly engages an independent external consultant to conduct a performance evaluation. The process and goals for the Bank's Board Performance Evaluation policy can be found on our website. When the most recent evaluation was completed in early 2016, the Board Corporate Governance Committee considered and discussed its outcomes. The overall review concluded that the Board and its Committees are operating effectively. However, the review resulted in some recommended actions which were implemented during 2016. In particular, the Board ensured that Board members received professional development in key areas including operational and credit risk.

Late in 2016, the Board appointed Sir Gerry Grimstone to conduct an independent evaluation of the Board's performance. The results will be reported to the Board Corporate Governance Committee and the Board early in 2017.

Appointment, Retirement and Re-Election

All Directors are required to seek re-election by shareholders every three years, and one-third of the Board must seek re-election each year. The Abu Dhabi Investment Council has the right to elect a percentage of the Board that is proportionate to its holdings of the Bank's share capital. As of year-end 2016, the Abu Dhabi Investment Council held 58.08%* of the Bank's issued share capital and, consequently had the right to elect six Directors.

Diversity

In 2013, Aysha Al Hallami became the first woman to be appointed to the Bank's Board of Directors. This is in line with international trends and the Bank's efforts to promote greater diversity at the Board level, and it also corresponds with the Government's efforts to empower Emirati women. The Board's Nomination, Compensation & HR Committee is aware of the need to structure the Board to ensure that it obtains an appropriate balance of skills, experience and knowledge as well as independence.

The Bank's Board is aware of the advantages of all types of diversity. A diverse Board is likely to make better decisions.

Other Practices and Policies

Management Committees

Management has established the following committees:

Internal Controls

In 2016, the Board Audit & Compliance Committee reviewed the effectiveness of the Bank's systems of internal control, including financial, operational and compliance controls and risk-management systems. The Board has received confirmation from the Bank's Internal Audit Group that the internal controls have been assessed to be effective and have been operating as designed, and that management has taken or is taking the necessary action to remedy any failings or weaknesses identified.

Audit Arrangements

Deloitte & Touche, the external auditors, were appointed at the 2015 Annual General Meeting (AGM) and reappointed at the 2016 AGM. Local laws and bank policy restrict the external auditors' tenure to no more than three consecutive years and also restrict the tenure of any individual audit partner to no more than three consecutive years. Deloitte & Touche is paid on a fixed annual fee basis, as approved by the shareholders at the AGM. In 2016, the audit fees for the Bank and its subsidiaries excluding India operations amounted to AED 1,003,600, and fees for non-audit work amounted to AED 466,337. Non-audit work comprised: a comfort letter related to the Bank's Global Medium Term Note Programme, Prudential Returns for the Bank's Jersey Branch, and consultancy on tax matters.

Reports of the Board Committee Chairmen

Statement from the Chairman of the Audit & Compliance Committee

Dear Shareholders,

During 2016, the Audit & Compliance Committee held nine meetings, during which the Committee:

• assessed the objectivity and effectiveness of the financial reporting and disclosure process. This included monitoring of the Bank's choice of accounting policies, principles and judgements. In particular, the Committee considered and approved the reclassification of the Bank's exposures to financial institutions;
• assessed the effectiveness of the external audit process and recommended the external auditors' re-appointment;
• oversaw the activities of the Bank's Compliance function. The Committee engaged external consultants to review and comment on the quality of the Bank's Compliance function (see further detail below);
• considered the performance, effectiveness and activities of the Bank's Internal Audit function, including the Internal Audit function's annual plan, budgeting, staffing and training activities and delivery against the plan;
• coordinated its activities with those of the Board Risk & Credit Committee and other Board Committees;
• reviewed and ensured the existence of an effective system of internal controls;
• reviewed, and discussed with management and the external auditors, the annual audited financial statements, and considered the soundness of the Bank's specific and general provisions. The Committee encouraged management's development of new models for assessment of appropriate levels of provisions;
• reviewed audit observations raised by the internal and external auditors, the Central Bank, the Abu Dhabi Accountability Authority and other regulators, and management's responses to such observations;
• evaluated the external auditors' qualifications, performance, independence and objectivity, including overseeing all of the external auditors' non-audit activities to ensure that their independence is not compromised. The Committee also reviewed the scope of work proposed by the external auditors for the year and ensured that the fees paid to the external auditors are appropriate for the type of work provided;
• reviewed the Committee's terms of reference and other policies sponsored by the Committee, such as the Bank's auditor rotation policy, the external auditor selection policy, the whistleblowing policy, the personal trading policy, the sanctions policy, the anti-money laundering policy and the procurement policy;
• ensured the adequate flow of information between the Committee, internal auditors, external auditors, the Bank's management and the Board;
• discussed risk management policies and practices with management; and,
• reported regularly to the Bank's Board of Directors.

During 2016, the Committee engaged a leading compliance consultant to review the Bank's compliance practices and functions. The outcome of the review was positive and showed that the Bank's Compliance function operates in line with best practices. The Committee will work with the Bank's Compliance Group during 2017 to implement the recommendations made during that review.

The Committee regularly met with the external auditors and internal auditors without the presence of the Bank's management. In addition, the Committee members attended joint meetings with the members of the Risk & Credit Committee to ensure suitable coordination of activities and discuss risk-related issues.

The Audit & Compliance Committee received confirmation from the Bank's Internal Audit Group that the Bank's internal controls have been assessed to be effective and are operating as designed, and the Committee is confident that management has taken or is taking the necessary action to remedy any failings or weaknesses identified. The Committee considered, among other things, the correct approach to specific and collective impairment provisions. The Board approved the 2016 annual accounts at the Committee's recommendation based on the external auditors' report and the Committee's view that these accounts are fair and balanced and provide the information required by shareholders to assess the Bank's performance.

The Committee considers that it made positive progress during 2016 towards meeting its responsibilities.

Looking at 2017

The Committee's 2017 schedule envisages continued focus on the activities of Internal Audit, External Audit and Compliance and ensuring the adequacy of the Bank's internal controls and compliance activities. Amongst other things, the Committee will oversee (a) the adoption of IFRS 9, and assess its implications for the Bank's financials, and (b) the implementation of the compliance consultant's recommendations. The Committee will continue to coordinate its activities with those of the Board Risk & Credit Committee.

Statement from the Chairman of the Corporate Governance Committee

Dear Shareholders,

During 2016, the Corporate Governance Committee continued to oversee the development of the Bank's governance framework. In particular, the Committee reviewed the Bank's governance framework against the Basel Committee's Guidelines on Corporate Governance (the “Basel Guidelines”), the new UAE Commercial Companies law (the “Companies Law”) and regulations issued by Securities & Commodities Authorities (SCA) relating to Corporate Governance (the “SCA Guidelines”). We are pleased to report that the Bank's governance framework is substantially in line with the Basel Guidelines, the Companies Law and the SCA Guidelines. The Committee initiated actions to address areas in which our governance practices are not consistent with the Basel Guidelines, the Companies Law and the SCA Guidelines and will continue to address and monitor these developments during 2017. The Committee believes the Bank continues to operate a robust governance framework, appropriate for its size and status, but that there remains room for improvement as best practices continue to evolve.

The Committee also continued to assess the Bank's development in certain key governance areas. The Committee facilitates the Board Evaluation, including individual non-executive director self-assessments (undertaken annually by the Bank's Chairman), and considers feedback from the Bank's senior management on the performance of the Board. As a result of that assessment, the Committee ensured the implementation of certain actions and policy adjustments.

The Committee held four meetings over the course of 2016. Among other things, in 2016 the Corporate Governance Committee worked on the following matters:

• reviewing the Bank's governance framework against the Basel Guidelines and implementing policy adjustments resulting from that review;
• reviewing and recommending amendments to the Bank's articles of association as a result of requirements of the Companies Law;
• assessing the outcome of the 2015 Board Evaluation and the adoption and monitoring of the action plan arising from it;
• preparing for the Board's Evaluation for 2016;
• reviewing and recommending amendments to the Board and management committees' terms of reference;
• reviewing and recommending amendments to the Bank's governance policies;
• engaging the Bank's divisions and various businesses on the governance framework and providing guidance on enhancing governance practices, with particular focus on subsidiary governance, ethics and compliance, vendor governance, risk governance framework and the Bank's internal control system;
• reviewing the Bank's sustainability activities and re-assessing the Bank's sustainability strategy;
• assessing the Directors' professional development requirements for 2016;
• reviewing sponsorships of corporate governance events;
• publishing corporate governance information, including information included in the Bank's annual report and on the Bank's website;
• monitoring for Directors' conflicts of interest; and,
• monitoring best practices in corporate governance and making recommendations to the Board and Board Committees on governance matters.

The Committee considers that positive progress was made during 2016 in the implementation of the Bank's corporate governance initiatives. The Committee believes that all levels of the Bank, including the Chairman, Board Members, Group Chief Executive Officer, senior management and staff, remain committed to the Bank's corporate governance framework and to maintaining a strong governance culture.

Looking at 2017

The Committee's agenda for 2017 reflects our ongoing commitment to raising governance standards across the Bank. The Committee will continue to focus on key governance areas and will manage the Bank's Board Evaluation for 2016, review the results, and initiate any remedial actions. The Committee will also focus on governance culture and ethics. The Committee also intends to engage the services of an independent consultant to conduct a comprehensive review of the Bank's corporate governance framework. The aim of this exercise will be to benchmark the Bank's governance framework against international best practices to ensure that the Bank's governance practices can move ‘to the next level' and to determine how far the Bank's governance culture has been embedded at all levels. The Committee expects that the UAE Central Bank will introduce new corporate governance regulations during 2017, based on the Basel Guidelines. The Committee will ensure that the Bank is ready to comply with those regulations once they are implemented.

Statement from the Chairman of the Nomination, Compensation & HR Committee

Dear Shareholders,

During 2016, the Nomination, Compensation & HR Committee continued to focus on the Bank's Human Resources strategy and policies, remuneration strategy and effectiveness, Board nominations, Emiratisation and succession planning. The Committee met six times during 2016. In particular, the Committee:

• received regular updates from the Bank's Human Resources team;
• considered the Bank's Human Resources strategy;
• reviewed the Board's composition, including the nomination and appointment processes for Directors, the Board's election process and Directors' independence;
• oversaw the induction process for the Board's new Director (Faisal Suhail Al Dhaheri);
• assessed Directors' remuneration and fees;
• considered the performance evaluation and remuneration of the Bank's Group Chief Executive Officer;
• reviewed and supervised the operation of the Bank's remuneration framework, including fixed and variable pay, retention awards and performance recognition awards, and assessed the effectiveness of the Bank's remuneration strategy;
• considered succession plans for key executives;
• reviewed the Bank's key Human Resources policies;
• enhanced the Bank's Emiratisation strategy, and considered case studies and presentations by aspiring UAE nationals; and,
• considered and assessed the contributions of the Board Adviser to the Board's activities.

During 2016 the Committee oversaw the implementation by the Group's Human Resources team of a project designed to reduce complexity in the Bank's job grading and titles framework. As a result of this project, the Bank has defined a broader and more transparent career progression framework for staff members, while realigning employees' 
focus on core competencies and responsibilities.

In addition, the Bank's Emiratisation strategy and variable remuneration remained key focus areas during 2016. The Committee spent considerable time on management remuneration. In particular, the Committee commenced work with management to design appropriate KPIs to assess the effectiveness of the Bank's remuneration schemes. Applying those KPIs, the Committee was pleased to note that the remuneration schemes are meeting their objectives. Details of these KPIs are disclosed in the corporate governance section of this report. As a result of this exercise, the Committee continues to believe that the Bank's remuneration policies remain appropriate for the Bank's current size and status, and that the remuneration framework is in line with international best practices. In particular, the Committee continues to believe that the Bank's remuneration framework has been effective in attracting and retaining talent; is effectively linked (in both design and scale) to the Bank's long-term performance, KPIs and strategy; and is likely to continue to be effective. Although management has some discretion to distribute variable pay, this is exercised only within and following the Committee's oversight of allocations amongst business groups, staff grades, risk-takers and control staff. Overall, the Committee aims to ensure that payments reward Bank-wide and Group-wide performance, and do not reward under-performance.

The Committee also engaged with the Bank's key shareholder over the Board's nominations processes.

The Committee considers that it made positive progress during 2016 towards meeting its responsibilities.

Looking at 2017

In 2017, the Committee will continue to focus on the Bank's Emiratisation strategy, further development of KPIs to assess the effectiveness of the Bank's remuneration schemes, and HR policies and activities.

During 2017 the Bank will commission an external consultant to assess the Bank's remuneration governance, as part of an overall assessment of the Bank's corporate governance framework. The outcomes of this assessment will be (where appropriate) adopted by the Committee during the course of the year.

Statement from the Chairman of the Risk & Credit Committee

Dear Shareholders,

During 2016 the Risk & Credit Committee continued to focus on overseeing the Bank's risk strategy, risk appetite and risk analysis. In particular, the Committee discussed risk strategies on both an aggregated level and by type of risk; considered credit concentrations, liquidity, asset quality and the Bank's performance against its risk appetite; and reviewed risk-related policies, procedures and tolerances. The Committee retained its involvement in evaluating high-level credit decisions, but again in 2016, the Committee used a greater proportion of its time on risk analysis and guidance rather than on making credit decisions. Whilst focusing on the Bank's current and future risk appetite and overseeing senior management's implementation of the risk strategy, the Committee also focused on monitoring prevailing market conditions, with a particular focus on stress testing.

The Committee held 35 meetings in 2016, during which it:

• reviewed risks in the Bank's asset portfolios;
• considered various risk policies, including policies relating to asset and liability management, credit documentation, reputational risk, corporate credit, management of deteriorating assets, SME provisions, retail credit, mortgages, information security, liquidity, compliance conduct risk and country risk;
• considered the Bank's operational risks and operational risk reporting, liquidity risk and credit risk;
• considered the outcome of stress tests conducted on various key portfolios, and ensured that those outcomes are incorporated into risk-appetite reviews, capital adequacy assessments, budgets, and capital and liquidity planning;
• considered the Bank's risk culture and risk control systems;
• examined the actual risks and control deficiencies in the Bank;
• analysed the formulas, inputs and assumptions used for various risk metrics including the “probability of default” concept;
• considered the Bank's concentration limits and tolerances in various sectors (such as GREs in Abu Dhabi, Dubai and the region, real estate, and hospitality) and countries, and in foreign exchange and derivative transactions;
• considered the Bank's business continuity plan management;
• assisted the Board in defining the Bank's risk appetite and risk strategy, and monitored the independence and effectiveness of the Bank's risk management functions;
• ensured that management has implemented processes to promote the Bank's adherence to the approved risk policies;
• monitored the Bank's liquidity management;
• considered the Bank's capital adequacy assessment process, including its Internal capital adequacy assessment process (ICAAP) methodology; and,
• considered its agenda for 2017.

The Committee considers that it made positive progress during 2016 towards meeting its responsibilities.

Looking at 2017

The Committee's schedule in 2017 contemplates eight meetings focused exclusively on risk strategy and policy issues. In line with regulation of the Central Bank of UAE, the Committee will continue to give due importance to high-level credit decisions. However, the primary focus in 2017 will continue to be on oversight of the Bank's risk governance framework, risk appetite and strategy, in addition to monitoring and, where necessary, reacting to the prevailing market conditions.

The Bank's Approach to Disclosure

The Bank is committed to high standards of transparency and to enhancing our disclosures regularly to reflect local and international best practices. In this year's annual report, we have focused on giving readers a clearer picture of our performance, business model and strategy and have provided more detail about the Bank's remuneration practices and how the Board allocates its time. In addition, we have refined and streamlined our risk disclosures.

In keeping with our leadership role on governance matters, we are confident the Bank is one of the most transparent institutions in the region. We publicly communicate relevant financial and non-financial information in a timely manner through this annual report, our quarterly market updates, our press releases, the Bank's website and the Abu Dhabi Securities Market (ADX). The Bank's Investor Relations department ensures strong communication with our investors and potential investors. Finally, we take internal communications extremely seriously: Staff are kept aware of all new developments — including the Bank's strategic direction, objectives, ethics, risk policies, general policies and procedures, new regulations, and other relevant information — via internal channels.

Reporting Principles

This Corporate Governance Report outlines some key aspects of the Bank's corporate governance framework. We focus here only on the information we think is most important to our shareholders.

If you would like more detail, you can find the following documents on the Bank's website (http://www.adcb.com):

• Articles of Association
• Code of Corporate Governance
• Codes of Conduct for our employees and our Directors
• Board Performance Evaluation Policy
• Procedures for selecting and appointing the Bank's Directors
• Conflicts of Interest Policy for Directors
• Directors' Share Dealing Policy
• Committee terms of reference

The website also contains information about the following subjects:

• Our disclosure standards, communication with shareholders, and investor relations
• Our strategy-setting process
• The structure and composition of our Board
• Board oversight of risk management
• Our process for inducting new Directors and ensuring the professional development of all Board Members
• Matters reserved for the Board
• How we ensure Board Members are updated about important developments
• Retirement and re-election of Directors
• Remuneration of Directors for service on the Board and Board Committees
• The Board's Adviser
• Directors' independence
• Role of the Board Secretary
• Management committees
• Internal controls
• Audit arrangements
• Internal audits, regulation and supervision
• Diversity
• Succession planning
• Codes, standards and communications
• Our variable pay framework

ADCB Directors' Shareholdings as at 31st December 2016

Remuneration and Reward

Guiding Principles

ADCB supports levels of remuneration necessary to attract, retain and motivate employees capable of leading, managing and delivering quality service in a competitive environment. However, our remuneration structure is conservative, and we have practices and policies that promote effective risk management. To that end, ADCB structures remuneration packages so they reflect duties and responsibilities, are fair and equitable, and incorporate clear and measurable rewards linked to corporate and individual performance. Rewards are based only on the results of a rigorous performance appraisal system with a robust management decision-making, review and approvals process.

As far as possible, bearing in mind market trends and constraints, our remuneration programme incorporates both short- and long-term incentives that align the interests of ADCB's employees with the interests of shareholders and other stakeholders. Performance-related elements are designed to minimise employee turnover and to inspire employees to perform at the highest levels, consistent with effective risk management.

Total Reward — Key Components

As shown in the following table, employees potentially can receive three types of reward at ADCB: fixed pay, variable pay and retention scheme.

The Bank's Approach to Disclosure

The Bank is committed to high standards of transparency and to enhancing our disclosures regularly to reflect local and international best practices. In this year's annual report, we have focused on giving readers a clearer picture of our performance, business model and strategy and have provided more detail about the Bank's remuneration practices and how the Board allocates its time. In addition, we have refined and streamlined our risk disclosures.

In keeping with our leadership role on governance matters, we are confident the Bank is one of the most transparent institutions in the region. We publicly communicate relevant financial and non-financial information in a timely manner through this annual report, our quarterly market updates, our press releases, the Bank's website and the Abu Dhabi Securities Market (ADX). The Bank's Investor Relations department ensures strong communication with our investors and potential investors. Finally, we take internal communications extremely seriously: Staff are kept aware of all new developments — including the Bank's strategic direction, objectives, ethics, risk policies, general policies and procedures, new regulations, and other relevant information — via internal channels.

ADCB Directors' Shareholdings as at 31st December 2016

ADCB's Bank-Wide

Variable Pay Framework

The Variable Pay framework has been designed to align employees' interests with the long-term interests of Bank's shareholders and to incentivise higher performance, while avoiding excessive risk-taking. It also distinguishes amongst different functions of the Bank, to ensure alignment to the relevant market.

The NCHR Committee oversees the design, operation and effectiveness of the framework and allocation of awards, including overall amounts, distribution amongst business groups and actual awards to senior management (including material risk-takers and senior members of the Bank's control functions).

ADCB uses a balanced scorecard (BSC) approach to measuring performance, including the following KPI categories:

• Financial
• Customer Service (minimum 30% weightage)
• Risk
• Learning and Growth

Effectiveness of the variable pay framework

Effectiveness of the variable pay framework is monitored on an annual basis through a set of KPIs, including:

• Correlation between total variable pay pool and the Bank's Net Profits
• Correlation between individual performance and variable pay award
• Attrition rate for the employees awarded deferred variable pay as compared to the overall attrition rate
• Leadership Stability-Attrition rate at senior management level (top 100 executives) as compared to industry average for same level

ADCB's Variable Pay Framework & Governance — Key Facts

Islamic Banking Governance

ADCB Islamic Banking is the brand under which we offer retail and corporate Shari'ah-compliant financial solutions to our Consumer, Wholesale and Treasury clients.

Abu Dhabi Commercial Islamic Finance PJSC (ADCIF) is a wholly owned subsidiary of ADCB that complements ADCB Islamic Banking by providing Islamic banking products and services.

Both ADCB and ADCIF are regulated by the Central Bank of the UAE, and their Islamic banking activities are supervised by an independent Fatwa & Shari'ah Supervisory Board (FSSB). The FSSB operates in accordance with the standards and guidelines issued by the Accounting & Auditing Organisation for Islamic Financial Institutions (AAOIFI) and Islamic Financial Services Board (IFSB), and is the final authority within ADCB regarding all Shari'ah-related matters. ADCB Islamic Banking's Shari'ah governance is implemented and overseen by the Shari'ah Advisory Lead.

Fatwas (pronouncements and approvals) are issued by the FSSB to certify compliance with principles of Shari'ah for all products and services as well as for bespoke structured deals. The FSSB's comprehensive review covers the product structure, the underlying Shari'ah contract, legal documentation, operational process flow and all associated product literature. Fatwas issued by the FSSB are published on the Bank's website and are available at all branches.

ADCB Islamic Banking maintains a separate set of financial records to ensure that the accounts for the Islamic business are completely segregated from ADCB's conventional funds. The Bank's consolidated accounts include the results of ADCB Islamic Banking along with ADCIF, and these items are separately disclosed in the notes.

The respected Shari'ah scholars listed below make up the FSSB of ADCB Islamic Banking.

Professor Jassem Ali Al Shamsi, Chairman
Professor Jassem is the first Emirati Shari'ah scholar to lead the FSSB of ADCB Islamic Banking. He previously served as Dean of the College of Shari'ah and Law, UAE University. In addition, he chairs or is a member of many other FSSBs for Islamic banks/windows and financial institutions (FIs).

Sheikh Dr. Nizam Yaqubi, Executive Member
Sheikh Dr. Nizam is one of the most prominent Shari'ah scholars in the world, and is recognised globally since he chairs or is a member of the FSSB at several regional and global Islamic banks and FIs. He is known for his deep knowledge of banking and Shari'ah coupled with a progressive approach towards modern banking solutions.

Dr. Humayon Dar, Member
Dr. Dar holds a PhD in Economics from the University of Cambridge, UK, and is an expert in the field of Islamic banking and finance. He is a member of the FSSB at several Islamic banks and FIs.

Mr. Kamran Khalid Sherwani, FSSB Secretary
Mr. Kamran is Shari'ah Advisory Lead at ADCB Islamic Banking. He provides Shari'ah guidance on all day-to-day Shari'ah-related matters and obtains FSSB guidance and approvals in respect of each product, service, process and transaction and other Shari'ah-related matters. Mr. Kamran received a degree in Shari'ah and Law from the International Islamic University, and he has served as Shari'ah advisor to several major Islamic banks and FIs.

*Currently Abu Dhabi Investment Council holds 62.52% of the Bank's issued share capital, following the cancellation of the treasury shares, effective of 8 January 2017