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The Board
The Board’s Agenda in 2011
The Board of Directors (the Board) has adopted a rolling agenda to ensure that each of its responsibilities is satisfied on a periodic basis. In 2011, the Board regularly reviewed the Bank’s financial performance, as well as the performance of individual business areas. Among other things, Board members focused on setting the Bank’s risk strategy, and enhancing the Bank’s 5-year strategy.

Additionally, during 2011, among other items, the Board continued to focus on Board engagement and effectiveness through various efforts including:

• conducting a performance evaluation, and taking appropriate remedial actions (see ’Performance evaluations’ for more details),
• tailored professional development to ensure the Board’s ongoing capabilities and effectiveness in the boardroom, and to extend and refresh Board members’ knowledge and skills, and
• improvements in governance structures, processes and information flow to and from the Board.

The Board’s Adviser
In 2011 the Bank appointed Lord Davies of Abersoch as Adviser to its Board of Directors – this was aimed at further enhancing the Board’s effectiveness. As an Adviser, Lord Davies attended Board meetings and brought his extensive international banking expertise and experience of sitting on the boards of various multinational companies to Board deliberations. He also advised on aspects of the Bank’s business including strategy.

Structure and Composition
Please see details at http://www.adcb.com/about/corpgovernance/overview.asp.

Appointment, Retirement and Re-election
According to the Bank’s articles of association:

• All Directors are required to seek re-election by shareholders every 3 years, and one-third of the Board will seek re-election on an annual basis.
• Abu Dhabi Investment Council has the right to elect such number of Directors as is proportionate to the percentage of the Bank’s share capital it holds (as at 31 December 2011, 58.08 percent).
• Details of the Board members’ current terms of office, and, where relevant, their election by Abu Dhabi Investment Council, are set out in the table under ‘Board membership and attendance’.

Please see further details at http://www.adcb.com/about/corpgovernance/overview.asp.

Directors’ Independence
The Bank considers that during 2011 the Bank’s independent Directors represented more than one third of the Board; and throughout 2011 the majority of members of the Board Audit & Compliance Committee and the Board Nomination, Compensation & HR Committee were independent.

Please see further details, including the Bank’s independence criteria, at http://www.adcb.com/about/corpgovernance/overview.asp.

Induction and Professional Development
In 2011, no new Directors were appointed to the Bank. Please see http://www.adcb.com/about/corpgovernance/overview.asp for additional information concerning the Bank’s induction programme for newly appointed Directors.

Throughout 2011, the Bank provided Directors with opportunities to update and develop their skills and knowledge through external seminars, regular presentations from senior management, and relevant reading material. In particular, in response to a training survey conducted among Board members in 2011, the Bank developed a series of in-house presentations on the core areas of the Bank’s business, which addressed business and market issues relevant to those areas.

In addition, the Bank engaged Moody’s Analytics to provide a series of workshops for the Board, senior management and Bank staff as part of its unified credit culture programme, designed to bring to the Bank a standardised approach to credit analysis.

Matters Reserved to the Board and Information Dissemination
Please see details at http://www.adcb.com/about/corpgovernance/overview.asp.

Meetings
In 2011, the Board of Directors met regularly and Directors received information between meetings about the activities of Board and management committees, and developments in the Bank’s business. There were 8 Board meetings and 41 Board committee meetings in 2011.

The below table gives details of each Director’s attendance at meetings of the Board and Board Committees in 2011.

Please see further details at http://www.adcb.com/about/corpgovernance/overview.asp.

Board Committees
The members and chairmen of the Board’s Committees are reviewed on a regular basis to ensure suitability and compliance with other requirements, and rotated as needed – rotations made in 2011 are reflected above under ‘Meetings’ in the table ‘Board membership and attendance.’

In addition to the Bank’s standing Board Committees, in 2011 two special Board committees were established to focus on profit improvement, and strategy and risk strategy. These were established with the remits to: (a) work with external consultants to maximise the Bank’s profitability in 2011 and beyond; and (b) work with external consultants to refine the Bank’s risk strategy and 5-year strategy. Each of the special committees met three times during 2011, and their membership consisted of Eissa Al Suwaidi, Mohamed Al Hameli, Mohamed Al Khoori, and Khalid Deemas Al Suwaidi.

Please see further details at http://www.adcb.com/about/corpgovernance/overview.asp.

Board Membership and Attendance

Name

Status

Expiration of current term of office

Board

Audit & Compliance Committee

Corporate Governance Committee

Risk & Credit Committee

Nomination, Compensation & HR Committee

Meetings: 8

Meetings: 10

Meetings: 3

Meetings: 23

Meetings: 5

Eissa Mohd Al Suwaidi

Director 1

2014

C

8

C

23

M

5

Mohd Sultan Al Hameli

Director 1

2013

M

8

M

14

C

5

Ala’a Mohd Eraiqat

Director

N/A

M

8

Mohamed Darwish Al Khouri

Director 1

2014

M

7

C

10

M

3

Salem Mohd Al Ameri

Director 1

2013

M

7

M

C

3

*

4

Khalid Deemas Al Suwaidi

Director 1

2012

M

8

M

10

M

3

Mohd Ali Al Dhaheri

Director 1

2013

M

6

*

3

M

12

*

1

Mohd Esmaeel Al Fahim

Director

2012

M

8

M

6

*

–

Abdulla Khalil Al Mutawa

Director

2012

M

7

M

3

M

21

Jean–Paul Villain

Director 1

2014

M

8

*

3

M

3

Sh Sultan Suroor Al Dhahiri

Director

2012

M

5

*

–

M

2

C  Chairman      M  Member      *  Member (until April 2011)     1  Elected by Abu Dhabi Investment Council