Corporate Governance Report
1. Audit & Compliance Committee
Composition as at 31 December 2012:
Mohamed D Al Khoori (Chairman), Khalid D Al Suwaidi, Khalid H Khoori, Salem M Al Ameri Secretary: Rami Raslan
Composition as at 31 December 2012:
Mohamed D Al Khoori (Chairman), Khalid D Al Suwaidi, Khalid H Khoori, Salem M Al Ameri Secretary: Rami Raslan
Statement from the Chairman of the Audit & Compliance Committee
The Committee held nine meetings in 2012, during which the Committee worked on the following matters:
The Committee regularly met separately with the external auditors and internal auditors in the absence of the Bank’s management.
In addition, the Committee discussed with senior management matters relating to the Bank’s investment and credit portfolios along with provisions adequacy, geographical exposure, liquidity, capital planning, budgeted versus actual performance, growth strategy, asset liability management, and Central Bank and other regulatory agencies’ reports.
The views of the external and/or internal auditors were solicited on these matters.
The Board approved the 2012 annual accounts, at the Committee’s recommendation based upon the external auditors’ report and the Committee’s view that, as a whole, the accounts accurately reflected the Bank’s performance in 2012 and that they are fair, balanced and provide the information required by shareholders to assess the Bank’s performance. The Committee considered the correct approach to provision for key restructured accounts; no other significant issues were considered by the Committee with respect to the 2012 accounts.
The Committee considers that it made positive progress during 2012 towards meeting its responsibilities.
Mohamed Al Khoori
Chairman of the Board’s Audit & Compliance Committee
During 2012, the Audit & Compliance Committee was composed of four nonexecutive
Directors, the majority of whom were considered by the Bank to be
independent. The Chairman of the Committee was an independent Director with
relevant qualifications and experience.
The Committee held nine meetings in 2012, during which the Committee worked on the following matters:
- overseeing and continuously assessing the effectiveness of the financial reporting and disclosure process;
- monitoring the choice of accounting policies, principles and judgements;
- discussing the annual audited financial statements with management and the external auditor and, in particular, considering the appropriateness of the Bank’s specific and general provisions;
- overseeing regulatory compliance and development of the Bank’s compliance function;
- monitoring internal controls;
- approving the annual audit plan;
- overseeing the performance and activities of the internal audit function;
- evaluating the external auditor’s qualifications, performance, and independence;
- overseeing and continuously assessing the effectiveness of the external audit process;
- discussing risk management policies and practices with management;
- reviewing audit issues raised by the internal and external auditors and management’s responses; and
- reporting regularly to the Bank’s Board of Directors.
The Committee regularly met separately with the external auditors and internal auditors in the absence of the Bank’s management.
In addition, the Committee discussed with senior management matters relating to the Bank’s investment and credit portfolios along with provisions adequacy, geographical exposure, liquidity, capital planning, budgeted versus actual performance, growth strategy, asset liability management, and Central Bank and other regulatory agencies’ reports.
The views of the external and/or internal auditors were solicited on these matters.
The Board approved the 2012 annual accounts, at the Committee’s recommendation based upon the external auditors’ report and the Committee’s view that, as a whole, the accounts accurately reflected the Bank’s performance in 2012 and that they are fair, balanced and provide the information required by shareholders to assess the Bank’s performance. The Committee considered the correct approach to provision for key restructured accounts; no other significant issues were considered by the Committee with respect to the 2012 accounts.
The Committee considers that it made positive progress during 2012 towards meeting its responsibilities.
Mohamed Al Khoori
Chairman of the Board’s Audit & Compliance Committee