ADCB’s dedication to robust corporate governance has been the cornerstone of our strong financial and operational achievements.
As a leading financial institution in the region, we are committed to adopting best practice in corporate governance and to ensuring compliance with regulatory requirements, while meeting our fiduciary responsibilities.
Our approach to corporate governance is guided by our core values of integrity, care, ambition, respect and discipline.
We expect our employees, customers, and suppliers to respect human rights, and we prohibit the use of child and forced labour in our value chain. For more information, please see our 2023 Corporate Governance report.
The Board oversees the Bank’s operations and acts in the best interests of our stakeholders, while meeting regulatory expectations. It approves the Group’s goals, strategies, and policies. The Board also monitors the performance of the Group’s businesses and guides and supervises the Bank’s senior management.
The Board comprises 11 members. All 11 members are Non-Executive Directors, in compliance with UAE Central Bank corporate governance regulations.
Board committees
The Board is supported by four standing committees:
- Risk Committee
- Executive Committee
- Audit & Compliance Committee Board
- Nomination, Compensation, Human Resources & Governance Committee (NCHRG)
Together, the Board and its committees provide oversight and direction to the Bank’s financial performance, corporate strategy, governance, risk management, business and sustainability strategy, succession planning and human resource management.
Board independence
Board independence is vital for directors to be able to serve in the best interests of ADCB and its stakeholders. The Central Bank of the UAE has defined criteria for the independence of Board members of banks, as set out in the UAE Corporate Governance Regulations.
As at 31 December 2023, ADCB’s Board members satisfied the independence criteria as prescribed by these regulations, with the exception of Khalid Deemas Alsuwaidi, who has served on the Board for more than 12 years and is therefore deemed as non-independent.
Board remuneration
The Board remuneration strategy of the Bank aligns with the responsibilities and time commitment of non-executive directors, in line with industry standards.
The remuneration structure aims to achieve a balance, providing adequate compensation without incentivising behaviours that may hinder the Bank’s long-term sustainability and success.
The NCHRG proposes directors’ remuneration to the Board for approval by the Bank’s shareholders. Any proposals for changes in Board remuneration are considered by the NCHRG prior to obtaining approval from the Board and/or shareholders.
According to applicable laws and ADCB’s articles of association, directors may not receive any remuneration for financial years where the Bank is not profitable.
The Board’s total remuneration paid in 2024 for the year ended 31 December 2023 was AED 31 million.
Executive remuneration
The NCHRG oversees the design, operation and effectiveness of the remuneration framework and allocation of awards, including overall amounts, distribution among business groups and actual awards to senior management.
ADCB uses a balanced scorecard approach to measure employee performance, including the following KPI categories:
- Financial performance
- Non-financial performance, including service excellence and people (Occupational Health Index and Emiratisation scores are included as KPIs)
- Compliance, audit and risk
The NCHRG also ensures that regular reviews and assessments are conducted by independent third-party consultants on the quantum, design and effectiveness of our variable pay framework and awards. The last review was undertaken in the second quarter of 2022 by Mercer.
Conflicts of interest
ADCB is committed to the highest standards of transparency and we regularly enhance our disclosures to reflect local and international best practice.
The Board maintains its awareness of the other external interests and commitments of the Bank’s Directors and Management Executive Committee and adheres to the Directors’ Code of Conduct, which includes a duty of confidentiality and integrity.
ADCB has also implemented a Directors’ Conflict of Interest Policy to ensure the Board appropriately deals with actual, potential and perceived conflicts of interest and that all decisions are made in the best interests of the Group.
Directors are expected to avoid any activities that could create a conflict of interest, and they should disclose any such matters promptly to the Board and the Group Company Secretary.
Directors are required to disclose their interests and relationships on appointment and on a quarterly basis thereafter. Transactions in which a director or related party may have potential interests are reviewed and approved by the Board. If directors have an interest in a transaction, they are not allowed to participate or vote on it.
The Board Secretariat maintains a register of interests, which contains relevant details of all declarations of interests made by directors. The NCHRG Committee reviews the register of interests on a quarterly basis.
Board nomination and evaluation
The process of selection and appointment to the Board of Directors is detailed in the Directors’ Selection Policy. This sets out the criteria for the selection and appointment of directors, in line with applicable regulations.
As set out in these regulations, directors must be approved by the Central Bank of the UAE as a proposed candidate, before being appointed or elected at the annual general meeting.
Board skills and training
The Bank assesses the expertise and competencies of its Board members through a mapping exercise. This is regularly reviewed to ensure the skills and experience of directors remain relevant to the Bank’s strategy and operating environment.
The procedure for the suitability, assessment and appointment of Board members is a key element of the Group’s governance system.
The Board brings a wealth of experience, including in the areas of finance, audit, accounting, risk management, governance, strategic planning, and information technology. It dedicates sufficient time, budget and other resources to an ongoing training and development programme and draws on external expertise, as and when required.
Training is reviewed annually to ensure that Board members acquire, maintain, and enhance their knowledge and skills relevant to their responsibilities. The Board also regularly engages with executive management on specialised topics, as and when required.
The Board has direct access to the advice and expertise of the Group Company Secretary, who supports directors in meeting their fiduciary duties. To carry out their duties, directors may also, at the Bank’s expense, obtain independent external professional advice in relation to any matter they see necessary.
In 2023, Board members participated in a number of training and deep-dive sessions, including:
- Cost management and efficiencies
- Retail banking
- Wealth management and private banking
- Anti-money laundering and countering finance of terrorism
- Compliance
- Strategy
- Performance management
- Sustainability
- Digitisation
Board effectiveness and evaluation
The Board conducts a formal and rigorous annual performance evaluation of its collective performance, individual directors’ contributions, and Board committees’ performance against their respective mandates, to identify achievements and areas for improvement.
In line with the Directors’ Performance Evaluation Policy, the Board considers the evaluation process to be an essential tool for its development, participating in its structuring and a full review of conclusions. The Board believes a full, fair, and well-managed evaluation process builds mutual trust between the Board and Executive Management, and between the Bank and its stakeholders.
The specific responsibilities of the Chairman and the Chairs of each Board committee form part of the evaluation. The evaluation process assesses thoroughness and efficiency in the conduct of meetings, facilitation of appropriate debate, discussion and decision-making, as well as representing the Bank externally to the public, regulators and other audiences.
Board committees are evaluated on their effectiveness in discharging their responsibilities, diligence, and responsiveness to the Board. The committees also conduct a self-evaluation of their abilities to carry out their responsibilities as defined by their terms of reference.
In addition, an external consultant is appointed to independently conduct a performance evaluation exercise at least once every three years.
The outcome of the evaluation is presented to the NCHRG in the form of an action list, which is monitored for implementation. The Chair of the NCHRG subsequently briefs the Board of Directors. The Board Secretariat supports Board members and the NCHRG Committee in carrying out this exercise.
Code of conduct
Our code of conduct is approved by the Board. It is regularly reviewed, along with our code of conduct compliance framework and related policies.
We take a zero-tolerance approach to behaviour that breaches governance and ethical-related policies, including:
- Code of conduct
- Conflict of interest policy
- Anti-bribery and corruption policy
- Insider trading policy
- Personal account dealing policy
- Outside business interest policy
The code of conduct applies to all employees. It outlines the standards of ethics and professional behaviour expected of our employees and representatives. It also provides an overview of legal and regulatory requirements and policies.
Employees must confirm they have read and understood the code of conduct when they join the business. Any violations may result in disciplinary action, including termination of employment.
The Bank also has a similar code of conduct for directors that covers the relevant policies and procedures directors must adhere to.
Compliance monitoring and reporting
Group Compliance is an independent function within the Bank that identifies, assesses, advises on, monitors and reports on compliance risks.
It monitors the risk of regulatory sanctions the Bank may suffer due to any potential failure to comply with laws, regulations, rules, related self-regulatory organisation standards, and codes of conduct.
The Group Chief Compliance Officer (GCCO) has a primary functional reporting line to the Group Chief Executive Officer (GCEO) and has direct access to the Board and the Board Audit Committee to report on compliance matters.
Group Compliance is responsible for monitoring and implementing the compliance programme, as well as managing financial crime risks, executing the compliance plan, coordinating relevant compliance issues, and assisting the GCCO in executing their duties.
3,300+
Hours of compliance training delivered in 2023
Human rights
support international principles aimed at protecting and promoting human rights, as enshrined in the UN Universal Declaration on Human Rights.
The Bank complies with the UAE’s labour law and actively promotes human rights, including protecting the rights of its employees to be free from discrimination based on race, nationality, colour, ethnic origin, gender, disability or religion.
Our code of conduct promotes equality and justice and seeks to provide just, favourable, and safe working conditions. It has zero tolerance for harassment and bullying, the exploitation of children, and human trafficking.
We also have a vendor code of conduct that is communicated to all suppliers when they start working with us.
In addition to our codes of conduct, we are developing a human rights charter. We have commissioned an external law firm to undertake a full review of international human rights laws and regulations, including in the UAE, to inform the development of the charter and ensure compliance with all applicable human rights legislation.
Whistleblowing policy
We encourage our employees, including contract staff, to report any concerns related to misconduct, illegal, unethical, or fraudulent acts. All cases are investigated by our Internal Audit department, with support from other departments where necessary.
Our whistleblowing policy applies to existing and ex-employees, and outsourced staff, including contract employees and third-party vendors. It applies to all ADCB operations and subsidiaries as a minimum standard. If a local regulation exceeds the standard set in the policy, the stricter local code is applied.
We operate two main whistleblowing channels: a designated email address and a PO box. Both platforms are continually monitored and reports are immediately acknowledged.
The majority of cases reported in 2023 were customer complaints relating to specific transactions or services and are not regarded as whistleblowing cases.
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Robust Board Oversight
