03

Nomination, Compensation & HR Committee

Composition as at 31 December 2014:
Mohamed Sultan Ghannoum Al Hameli (Chairman), Eissa Mohamed Al Suwaidi, Abdulla Khalil Al Mutawa, Mohamed Ali Al Dhaheri
Joint Secretaries: Ali Darwish, Rami Raslan

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

Dear Shareholders,

During 2014, the Nomination, Compensation & HR Committee focussed on the Bank’s HR reporting, Emiratisation, remuneration framework, and Board skills and composition.

The Nomination, Compensation & HR Committee met six times during 2014 and considered the following:

• the Board’s composition, including nomination and appointment of Directors, review of the Board election process and a review of Directors’ independence;
• benchmarking of Directors’ remuneration and fees;
• CEO performance evaluation and remuneration;
• Bank’s remuneration framework for senior management members, including:
  • - fixed and variable remuneration, including external benchmarking,
  • - review of variable pay effectiveness and risk review,
  • - public reporting on the Bank’s remuneration practices, and
  • - retention schemes;
• succession planning;
• UAE nationalisation strategies, including case studies and the Bank’s landmark Tamooha project;
• Ambition University — learning and development aligned with business strategy;
• HR reporting, policies and practices; and
• the contributions of the Board Adviser.

A key focus area in 2014 was the Bank’s Emiratisation strategy. The Committee reviewed the Bank’s highly successful Tamooha initiative and plans to extend that initiative by establishing further Tamooha centres. Further details of the Tamooha initiative (including awards received) are set out on pages 32–33 of this report. In addition, the Committee received presentations on the activities of the Emiratisation Committee, as well as case studies and discussions with young high-performing UAE national staff members.

The Committee focussed on improving the quality of reporting on HR issues, with the aim of assisting the Committee in carrying out its responsibility in relation to governance of HR matters.

In 2014, for the first time, the Committee reviewed the effectiveness of the Bank’s remuneration framework. This process will be further enhanced in 2015. The Committee approved the introduction of a retention scheme, with the primary aim of retaining talented staff, predominantly UAE nationals, over the long term. The Committee considers that the Bank’s remuneration policies remain appropriate for the Bank’s current size and status, and that its remuneration governance adheres to global best practices. In particular, the Committee considers that the remuneration framework has been effective in attracting and retaining talent and is likely to continue to be effective.

The Committee considers that it made positive progress during 2014 towards meeting its responsibilities.

Looking at 2015

In 2015, the Committee shall continue to fulfil its governance responsibilities. Amongst other things, it will continue to focus on the Bank’s Emiratisation strategy, the design and effectiveness of the Bank’s remuneration schemes, and HR policies and activities.

Mohamed Sultan Ghannoum Al Hameli

Chairman of the Board’s Nomination, Compensation & HR Committee