H.E. Khaldoon Khalifa Al Mubarak is the Managing Director & Group Chief Executive Officer of the Mubadala Investment Company PJSC, responsible for aligning Mubadala with Abu Dhabi's economic diversification efforts. Beginning his career at the Abu Dhabi National Oil Company, H.E. Al Mubarak held a number of positions at Tawazun Economic Council, formerly known as UAE Offsets Group, before assuming his current portfolio of responsibilities.
H.E. Khaldoon Khalifa Al Mubarak holds a number of UAE Government and Abu Dhabi Government responsibilities, including: a Member of the Abu Dhabi Executive Council since 2006; a Founding Member of Abu Dhabi’s Supreme Council for Financial and Economic Affairs; the Presidential Special Envoy to China since 2018; and the Founding Chairman of the Abu Dhabi Executive Affairs Authority, which has provided strategic policy advice to the Chairman of the Abu Dhabi Executive Council since 2006.
Degree in Economics & Finance (Tufts University, USA).
H.E. Hussain Jasim Naser Al Nowais joined the ADCB Board in 2019. He is the Founding Member and Chairman of AlNowais Investments.
BSc Business Finance (Lewis &Clark College, USA)
Khaled H. Alkhoori was elected by ADCB shareholders to join ADCB’s Board of Directors in April 2012. Since January 2006, he has been the Chairman of Orient House for Development & Construction LLC.
MSc Civil Engineering (Northeastern University, USA)
BSc Civil Engineering (Northeastern University, USA)
Khalid Deemas Alsuwaidi was appointed by Abu Dhabi Investment Council (ADIC) to join the ADCB Board of Directors in March 2009. In 2012, he was nominated and elected by ADCB shareholders to act as a Director, and in March 2015, he was again nominated and elected by ADIC to act as a Director. He has more than 16 years of banking experience, having held senior management positions with National Bank of Abu Dhabi and First Gulf Bank.
MSc Business Administration, minor in Management Information Systems and Strategic Planning (Widener University, USA)
BSc Computer Information Systems (Bethune Cookman College, USA)
Aysha Al Hallami was elected by Abu Dhabi Investment Council to join the ADCB Board of Directors in April 2013. In June 2021, Aysha moved to the Abu Dhabi Investment Authority’s newly created Core Portfolio Department to help develop its comprehensive strategy. Aysha Al Hallami does not hold any external directorships.
Chartered Financial Analyst, (CFA Institute, USA)
Private Equity and Venture Capital, (Harvard Business School, USA)
MSc Finance & Banking (Cass Business School, City University, UK)
BSc Business Sciences, Finance (Zayed University, UAE)
Carlos Obeid joined the ADCB Board of Directors in 2019. Carlos Obeid is the Group Chief Financial Officer of Mubadala Investment Company PJSC and is responsible for managing the organisation’s Business Finance including Treasury and Investor Relations, Financial Planning and Business Performance, and Financial Governance and Reporting. Before joining Mubadala, Carlos Obeid worked with the UAE Offset Program Bureau, where he led a wide range of initiatives including privatisation, utilities and financial services.
MSc Business Administration (INSEAD)
BSc Electrical Engineering (American University of Beirut)
Saeed Almazrouei was appointed to the ADCB Board of Directors in 2019. Saeed Almazrouei is the Deputy Platform CEO, Direct Investments, at Mubadala Investment Company PJSC. In this role, he oversees platform-wide activities, supports the delivery of the platform’s investment strategy, manages the platform’s capital allocation, ensures the successful implementation of capital deployment and monetization transactions and assesses value, risks and expected returns.
Before his current position, Saeed Almazrouei was Deputy Chief Financial Officer at Mubadala Investment Company PJSC, where he oversaw the group-wide finance function and delivery of the company’s growth strategy, supporting various acquisitive transactions and asset monetizations. He was also responsible for all Treasury activities including Mubadala’s bond issuances and project financing.
MSc International Securities Investment and Banking (University of Reading, UK)
MSc National Security and Strategic Studies (National Defense College, UAE)
BSc Finance (Suffolk University, USA)
Sheikh Zayed was appointed as a Director of ADCB in 2021, having had gained experience working at the National Bank of Abu Dhabi and Morgan Stanley.
MSc Computer Science (University College London, UK)
BSc Business Management (University of Sussex, UK)
H.E. Amr Al Menhali was appointed by the ADCB shareholders to join the ADCB Board of Directors in 2022.
H.E. Amr Al Menhali has a proven executive management track record with over 22 years of experience across a number of leadership positions in the financial sector such as the CEO of Al Hilal Bank (previously) and Waha capital. A seasoned banker with strong leadership skills across all facets of the business and with extensive expertise in strategy, finance, risk, investment, credit and corporate governance. He has led several strategic transformation projects, developing high performance businesses to achieve sustainable growth.
He is currently part of the senior management team in the Crown Prince Court, serving as the executive director of the financial affairs, overseeing the entire financial activities and strategic initiatives. In addition to this, he is currently a board member in Abu Dhabi Housing Authority and a member of Investment Committee in Sandooq Al Watan.
Previously he had held various board membership in several regional and international publicly listed companies across various sector such as finance, oil & gas, real estate and healthcare (UAE Banks Federation, GFH Financial Group, NESR (NASDAQ listed), SDX Energy (AIM listed), Deem Finance and Abu Dhabi Finance. In addition, he also served as Chairman of Waha Investment PrJSC, Waha Land LLC and Anglo Arabian Healthcare LLC).
He has completed a General Management Program from Harvard Business School’s and holds Bachelor in Business Administration with Honours.
Fatima Al Nuaimi was appointed by the ADCB shareholders to join the ADCB Board of Directors in 2022.
Fatima Al Noaimi joined Mubadala in 2011 and is currently a Senior Principal on the Mubadala Capital Private Equity team. She has over ten years of experience in funds and direct private equity investments. Some of the most recent investments Fatima has led include the following: acquisition of KMAC, the second largest Taco Bell franchisee in North America; Mubadala’s $2.5billion partnership with Silverlake including both an investment in the Silverlake General Partner and an anchor commitment to a new Long-Term Capital Fund.
Fatima graduated magna cum laude from the Higher Colleges of Technology with a B.S. in Business Administration. She is also a CFA and CAIA charter holder.
The Board of Directors (the "Board") is the Bank's principal decision-making forum. It has overall responsibility for leading, supervising and controlling the Bank and is accountable to the shareholders for creating and delivering sustainable shareholder value through its guidance and supervision of the Bank's business. In particular, it sets the goals, strategies and policies of the Bank. The Board monitors the performance of the Bank's businesses and guides and supervises the Bank's management.
The Board has adopted a rolling agenda to ensure that each of its responsibilities is satisfied on a periodic basis, and considers other agenda items on an 'as required' basis.
Click here for Terms of Reference for the Board of Directors.
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The Bank's Board Secretariat and Corporate Secretariat function acts as an interface between the Board and management. As well as acting as administrator for the Board's activities, the Board Secretariat works closely with both the Board of Directors and the management to facilitate communication and transparency. The Board Secretariat assists the management by helping them to understand the requirements and directions of the Board and proactively facilitates the governance of the Bank. To facilitate this role, the Board Secretariat has full visibility of all management committees and activities. The function is both administrative and strategic.
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The Board Secretariat delivers Board papers to the Board by means of a secure iPad application. The Board iPad application is also used to provide Directors with access to other relevant information, and induction documentation. In keeping with the Bank's principles of transparency, Directors may use the iPad application to view and access all documents presented to the Bank's management committees, as well as minutes of meetings of those committees.
Board papers are delivered at least 3 business days before each Board meeting. The Board Secretariat actively engages with the Chairman, Committee Chairman and management to ensure that agendas are appropriate and meetings are effective.
The Board of Directors are responsible for determining the Bank's strategic direction. The Board of Directors and the management team regularly discuss and refine the Bank's strategy and objectives. In order to deliver against these objectives, management regurlarly develops and renews detailed strategic plans that operate across the Bank's businesses. The Board of Directors set the strategic direction of the Bank (with due consideration given to risk tolerance, shareholder expectations, business development opportunities and other macroeconomic factors), which senior management then uses to design the Bank's strategic plan and prepare the annual budget for Board approval. Thereafter, senior management provides regular updates to the Board of Directors to monitor progress against budget and strategy and permit any necessary modifications or adjustments in strategic direction.
The Bank's Board of Directors comprises 11 Directors - majority of which are independent, non-executive Directors elected or appointed by the Bank's shareholders.
The Board considers that there is an appropriate balance of knowledge, skills and experience on the Board and that the size and balance of the Board is appropriate.
The majority of the Directors are UAE nationals, as per the requirements of the Federal Commercial Companies Law and the Bank's articles of association. Collectively, the Board possesses knowledge, experience and skills appropriate for the Bank.
The Board maintains awareness of the other commitments of its Directors and is satisfied that these do not conflict with their duties and time commitments as Directors of the Bank.
The roles of the Chairman and the GCEO are separate and each is held by a suitably experienced individual. There is a clear division of responsibilities between the respective roles and responsibilities of the Chairman and the GCEO. The Chairman's main responsibilities include:
The day to day management of the Bank has been delegated by the Board to the GCEO and the senior management team. The GCEO and his senior management team are responsible for controlling and monitoring the Bank's business on a day to day basis, recommending strategy to the Board, managing the Bank's staff and implementing the Board's strategic and operational decisions.
According to the Bank's articles of association, all Directors are required to seek re-election by shareholders every three years. In the event that a vacancy arises, Directors are permitted to elect any individual nominated to fill the vacancy, but any director so appointed must seek election by the shareholders at the next annual general meeting. One-third of the Board will seek re-election on an annual basis.
Any candidate for appointment as a Director must first be considered and approved by the Board's Nomination, Compensation, HR & Governance Committee. Amongst other things, the Committee will consider whether the skills held by the candidate Director are suitable. The Committee has agreed a list of skill requirements necessary for the proper functioning of the Board as a whole. Where necessary, the Committee will also consider whether the candidate meets the Bank's criteria for independence. Where Abu Dhabi Investment Council intends to appoint a new Director, it is required to consult with the Committee in advance of such appointment.
Any Candidate for appointment as a Director must be pre-approved by the UAE Central Bank.
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The Bank is committed to sound corporate governance practices. In particular, the Bank recognizes the damage that could be created by conflicts of interest at Board level, whether disclosed or undisclosed; this includes potential conflicts with the interests of the Bank's controlling shareholder and its related parties.
The Bank complies with the independence requirements of the Central Bank’s Corporate Governance Regulation and Standards for Banks (Circular No.89/2019 dated 18th July, 2019) and the Securities & Commodities Authority (SCA) Chairman’s Resolution No.3/TM of 2020 Regarding the Approval of the Public Join-Stock Companies Governance Guide.
In line with the above, the Bank has determined that, (a) Board members employed by Abu Dhabi Investment Council, the Government of Abu Dhabi's Department of Finance or Abu Dhabi Investment Authority should be classified as independent directors, (b) the Bank's Board contains a majority of independent directors, and (c) each of the Bank's Board committees contains a majority of independent directors. The Board’s Nomination, Compensation, HR & Governance Committee is responsible to ensure that independent directors remain independent on a continuous basis.
Tailored induction programmes are arranged for all newly appointed Directors. The programme comprises a comprehensive Directors' induction pack, meetings with other Directors and senior management, as well as comprehensive guidance on the duties and responsibilities of Directors, the Bank's policies and procedures and relevant legal and regulatory requirements.
The Bank provides Directors with opportunities to update and develop their skills and knowledge through external seminars, regular presentations from senior management, and relevant reading materials. In addition, the Board Secretariat works with various external providers to source suitable tailored training sessions.
The following matters are reserved to the Bank's Board in accordance with best practices:
The Board conducts a formal and rigorous evaluation of its performance annually, with a view to constructively identifying areas of success and achievement, as well as areas, which may require improvement.
A performance evaluation of the Board, Board Committees and individual Directors is conducted on an annual basis. In addition, an external consultant will be appointed to independently evaluate the performance of the Board, Board Committees and individual Directors at least once every three (3) years.
The most relevant comments from the evaluation are presented to the Board, in the form of an action list, and its implementation is monitored by the Board's Nomination, Compensation, HR & Governance Committee.
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Details of all transactions where a Director and/or other related parties might have potential interests are provided to the Board for its review and approval. Where a Director is interested, the interested Director neither participates in the discussions nor votes on such matters.
The Bank's policy is to, so far as possible, only engage in transactions with related parties (including Directors) on arm's length terms.
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Details of all transactions in which a Director and/or other related parties might have potential interests are provided to the Board for its review and approval. Where a Director is interested, the interested Director neither participates in the discussions nor votes on such matters. The Bank's policy is to, so far as possible, engage in transactions with related parties (including Directors) only on arm's-length terms.
The Board Secretariat maintains a conflicts register that is regularly reviewed by the Nomination, Compensation, HR & Governance Committee.
The Board maintains awareness of the other commitments of its Directors and senior management. ADCB has implemented a Directors' conflicts of interest policy. As a result of regular written declarations submitted by each of the Board Members, the Board maintains satisfaction that the other commitments of the Directors do not conflict with their duties, or that, where conflicts may arise, the Board is sufficiently aware and appropriate policies are in place to minimise the risks.
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Responsibility for setting our risk appetite and for the effective management of risk rests with the Board of Directors. Acting within authority delegated by the Board, the Board Risk Committee (BRC) has overall responsibility for oversight and review of all risk types - credit, market, operational, liquidity, fraud, reputational, etc.
The BRC also guides management on risk appetite across sectors, geographies and customer types. It periodically reviews and monitors compliance with the Group's overall risk appetite and makes recommendations thereon to the Board.
Its responsibilities also include reviewing the appropriateness and effectiveness of the Group's risk management systems and controls, reviewing the outcome of stress tests and the Bank's stress-testing methodology, overseeing the Management Risk Committees and ensuring that the Bank's risk governance is supportive of prudent risk-taking at all levels in the Bank.
It is the responsibility of Bank’s Board of Directors to:
Control activities are closely monitored across the Bank by the Bank’s internal audit function, working independently of management. In addition, the risk management and compliance functions monitor control activities on an ongoing basis. All three functions cover all banking activities in general and key risk areas in particular. The Board's Audit Committee reviews audit reports periodically and particularly where significant violations to the applicable regulations, prescribed policies and procedures have occurred. The Board's Audit Committee ensures the implementation of regulations, policies and procedures through all Bank departments aimed at mitigating identified risks and safeguarding the interests of the Bank and its shareholders.
While the Board's Audit Committee oversees and reviews the Bank’s compliance policies and their implementation, the Group Compliance department is responsible for monitoring compliance with local regulatory requirements. Compliance with anti-money laundering procedures and internal training in such procedures is also developed and administered by the Group Compliance department.
The Bank’s internal controls over financial reporting comprise processes designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles. The Bank’s internal controls over financial reporting include policies and procedures that (i) are designed to ensure maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Bank; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles, and that receipts and expenditures of the Bank are being made only in accordance with authorizations of management and directors of the Bank; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Bank’s assets that could have a material effect on the financial statements. Internal controls are designed to ensure that adequate independent internal checks and balances exist in keeping with the maker-checker or four-eye principle and that the oversight roles are embedded in areas reporting independently to non-originating areas.
The Bank’s internal control system has been designed to provide reasonable assurance to the Bank’s Board of Directors and shareholders. All internal control systems, no matter how well designed, have inherent limitations and they may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
However, improvement of control activities is an ongoing process at ADCB that includes identification, evaluation and management of significant risks faced by the Bank.
An external auditor is appointed annually by shareholders on the recommendation of the Board of Directors.
The scope of the audit is agreed between the Audit Committee and the auditor. Any additional work proposed to be performed by the external auditor is reviewed by and approved by the Audit Committee on an item-by-item basis.
The external audit partner attends meetings of the Audit Committee by invitation and, if so required, attends the Board meetings when the annual and quarterly reports are approved and signed, and otherwise when needed. The Audit Committee also periodically meets separately with the Bank’s internal auditors and the external auditor in the absence of management.
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The internal audit group (IAG) is responsible for the evaluation of the Bank's risk management, control and governance processes. The IAG also oversees and conducts the Bank’s internal audit function.
The IAG is responsible to ensure that all transactions undertaken by the Bank are conducted in accordance with the Bank’s internal procedures, and in compliance with applicable legal and regulatory requirements, thereby minimising the risk of fraudulent, improper or illegal practices. The IAG performs its function in accordance with a risk-based audit methodology.
In carrying out its audit activities and responsibilities, members of the IAG have unrestricted access to all of the Bank’s records (either manual or electronic), assets, physical properties and personnel, relevant to the audit.
Although the IAG conducts audits on all of the Bank’s units, the frequency of internal audits carried out with respect to each of the Bank’s units depends on the inherent risk of that unit and its related control risk evaluation. All audits are conducted in accordance with the annual audit plan, which is approved by the Audit Committee, and which may be broadened, as circumstances require.
The Group Chief Internal Auditor functionally reports to the Audit Committee and to the Group Chief Executive Officer on administrative and day-to-day matters.
The Bank is subject to five main sources of regulation and supervision:
Directors' remuneration is set annually by the Board following delegation from the Bank's shareholders. Any proposals for changes are considered by the Nomination, Compensation, HR & Governance Committee prior to obtaining Board and, if necessary, shareholder approvals.
According to federal laws and the Bank's articles of association, Directors may not receive any remuneration in respect of a year where the Bank does not achieve net profits.
Please refer to ADCB’s annual report for further details on Directors’ remuneration.
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Directors are eligible to receive, and have received, loans from the Bank. However, all loans are made on arms' length terms.