Corporate Governance Report
2. Corporate Governance Committee
Composition as at 31 December 2012:

Salem M Al Ameri (Chairman), Mohamed D Al Khoori, Abdulla M Al Mutawa, Sheikh Sultan Bin Suroor Al Dhaheri
Secretary: Sonya Santolin
Statement from the Chairman of the Corporate Governance Committee

The Corporate Governance Committee monitors best practices worldwide, and regularly reviews and makes recommendations to enhance the Bank’s corporate governance practices and disclosures in order to achieve high standards of corporate governance.

The Committee held three meetings over the course of 2012. Amongst other things, in 2012 the Corporate Governance Committee worked on the following matters:

  • appointment of Adviser to the Board of Directors for 2013;
  • performance evaluation of the Board of Directors, and the adoption and monitoring of the action plan arising from the performance evaluation;
  • appointment of a consultant to conduct the 2012 performance evaluation process;
  • monitoring of professional development opportunities for Directors including surveys, analysis of findings, evaluation of professional development opportunities, and monitoring delivery and quality of programmes;
  • amendments to the Bank’s Articles of Association to better reflect the Bank’s governance framework;
  • reviewing and recommending amendments to Board and management committees’ terms of reference;
  • reviewing and recommending amendments to the Bank’s governance policies;
  • Directors’ professional development programmes;
  • ongoing review of international developments in corporate governance and assessment of Bank practices;
  • considering corporate governance sponsorships;
  • publication of corporate governance information;
  • making recommendations to the Board and Board Committees on governance matters;
  • considering internal Bank initiatives to embed corporate governance within the organisation; and
  • recommending the enhancement of the Directors’ selection process to specify the desire to achieve diversity of perspective in the Boardroom.

The Corporate Governance Committee plays an advisory role, reporting its recommendations to the Board for final approval.

The Committee considers that positive progress was made during 2012 in the implementation of the Bank’s corporate governance initiatives. The Bank’s achievements were recognised by Hawkamah, the Center for Corporate Governance, with the award for ‘Best Bank Corporate Governance’ for banks within the MENA region.

The Committee’s agenda for 2013 and onwards will reflect its ongoing commitment to governance across the Bank through a series of deep-focus sessions into governance matters including remuneration, risk governance, organisational transparency, sustainability, financial disclosure and product governance.

Salem Al Ameri
Chairman of the Board’s Corporate Governance Committee