Corporate Governance Report
As part of the Bank’s ongoing commitment to removing ‘clutter’ from its annual report, the Bank reports to shareholders on corporate governance in the following manner: This report, which only contains information that is material, relevant and has changed since the most recent annual report; and more detailed information, which is available on the Bank’s website at http://www.adcb.com/about/corpgovernance/overview.asp.

The Board
The Board’s agenda in 2012
The Board of Directors has adopted a rolling agenda to ensure that each of its responsibilities is satisfied on a periodic basis. In 2012 the Board regularly reviewed the Bank’s financial performance, as well as the performance of individual business areas. Among other items, during 2012 the Board continued to focus on Board engagement and effectiveness through various efforts including:

  • focusing on strategy and risk management, market trends and developments, new business opportunities and the impact of regulatory developments;
  • implications of developments in international sanctions, compliance and Central Bank requirements;
  • conducting a performance evaluation, and taking appropriate remedial action (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;
  • appointment of a new Adviser to the Board; and
  • improvements in governance structures, processes and information flow to and from the Board.

Additionally, Board meetings were held at offsite locations including branch locations within the region and internationally, with the view to improve the Board’s engagement with the various business areas of the Bank.

The Board’s Adviser
In 2012 the Bank announced the appointment of Mr Gerry Grimstone as Adviser to the Board of ADCB, effective January 2013. Mr Grimstone replaces Lord Davies of Abersoch whose term expired in 2012. The appointment of an adviser is aimed at further enhancing the Board’s effectiveness. He will attend Board meetings and advise on all aspects of the Board’s business including strategy.

Mr Grimstone brings significant international expertise and experience in investment banking and the financial services industry, and sitting on the boards of state organisations and private sector multinational companies.

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 reelection 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 2012, 58.08%).
  • 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 2012 the Bank’s independent Directors represented more than one-third of the Board; and throughout 2012 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
Mr Khalid H Khoori was appointed to the Bank’s Board of Directors in April 2012. As part of his induction process the Bank prepared an induction package, which included a professional development programme.

An induction package, and a series of induction meetings was also prepared in 2012 for the incoming Adviser to the Board, Mr Gerry Grimstone, whose term commenced in January 2013.

Please see http://www.adcb.com/about/corpgovernance/overview.asp for additional information concerning the Bank’s induction programme for newly appointed Directors.

Throughout 2012, the Bank provided Directors with opportunities to update and develop their skills and knowledge through external seminars, regular presentations from senior management, relevant reading materials, and ongoing in-house presentations on the core areas of the Bank’s business.

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

Meetings
In 2012, 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 11 Board meetings and 38 Board committee meetings in 2012.

The table that follows on the next page gives details of each Director’s attendance at meetings of the Board and Board Committees in 2012.

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 – changes made in 2012 are reflected in the table that follows entitled ‘Board membership and attendance.’

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: 11

Meetings: 9

Meetings: 3

Meetings: 22

Meetings: 4

Eissa Mohd Al Suwaidi

Director 1

2014

C

11

 

 

 

 

C

20

M

4

Mohd Sultan Al Hameli

Director 1

2013

M

10

 

 

 

 

M

18

C

4

Ala’a Mohd Eraiqat

Director

N/A

M

11

 

 

 

 

 

 

 

 

Mohamed Darwish Al Khouri

Director 1

2014

M

10

C

9

M

3

 

 

 

 

Salem Mohd Al Ameri

Director 1

2013

M

9

M

6

C

3

 

 

 

 

Khalid Deemas Al Suwaidi

Director

2015

M

11

M

5

 

 

 

 

M

2

Mohd Ali Al Dhaheri

Director 1

2013

M

11

 

 

 

 

M

15

 

 

Abdulla Khalil Al Mutawa

Director

2015

M

9

 

 

M

3

M

18

 

 

Jean–Paul Villain

Director 1

2014

M

6

 

 

 

 

 

 

M

2

Sh Sultan Suroor Al Dhahiri

Director

2015

M

8

 

 

M

2

 

 

 

 

Khalid H Khoori

Director

2015

M*

6

M*

4

 

 

 

 

 

 

Mohd Esmaeel Al Fahim

Director

N/A

**

4

**

1

 

 

 

 

 

 

C  Chairman      M  Member      *  Member (until April 2012)     **Member (until April 2012)     1  Elected by Abu Dhabi Investment Council