Corporate

Governance

Creating sustainable value is a common goal shared by everyone at AAIB, supported by a structure that is geared to ensure AAIB’s stability and continuity, enhance its value, and align our shareholders’ interests with those of management, employees and other stakeholders.  Accordingly, corporate governance has always been embedded into our business practices, through an effective framework that consists of a strong board of directors with a wide range of expertise, a professional and highly-skilled management, transparent processes and reporting, in addition to objective and unbiased control and assurance which are performed by our internal and external auditors.

We believe that good governance is a dynamic process which is continuously adjusted according to global and local developments.  The Board’s corporate governance committee is responsible for regularly updating our corporate governance guidelines to reflect regulatory changes and economic developments.

Mr. Bader M. Al Humaidhi

  • Chairman of the Board
  • Chair of the Risk Committee
  • Chair of the Remuneration Committee
Mr. Hassan E. Abdalla
  • Vice Chairman & Managing Director
  • Chair of the Executive Committee
  • Member of the Risk Committee
Mr. Mahmoud Abdel Aziz Mahmoud
  • Representative, Central Bank of Egypt
  • Chair of the Audit Committee
  • Member of the Corporate Governance Committee
Mr. Osamah O.E.Al-Furaih
  • Representative, Kuwait Investment Authority
  • Member of the Risk Committee
  • Member of the Remuneration Committee
Mr. Abdel Salam Mostafa El Anwar
  • Representative, Central Bank of Egypt
  • Member of the Audit Committee
  • Member of the Risk Committee
Mr. Sulaiman Mohamed Al Wadaani
  • Representative, Kuwait Investment Authority
  • Member of the Audit Committee
  • Member of the Corporate Governance Committee
Mr. Meshal M. Nasser Al Hammad
  • Representative, Kuwait Investment Authority
  • Member of the Audit Committee
  • Member of the Corporate Governance Committee
Ms. Lobna Helal
  • Representative, Central Bank of Egypt
  • Chair of the Corporate Governance Committee
  • Member of the Remuneration Committee
Mr. Salah El-Din El Baroudi
  • General Secretary to the Board

 

AAIB has in place an appropriate system of internal controls that properly monitors compliance matters, ensures transparent reporting of financial results, as well as the management of various risks.

 

The control framework includes the following:

  • Policies and procedures to guide the various business units and management in the conduct of business.
  • Internal committees:AAIB has various operational and risk committees in place to support more effective and secure operations. All committees have clear terms of reference which are periodically reviewed and updated to enhance their effectiveness.
  • Centralized control over all computer system developments and operations.
  • A centralized Risk Management function, responsible for monitoring credit, market, and operational risks.
  • Board-approved exposure and risk limits which are regularly reviewed and monitored.
  • A Compliance function to safeguard the Bank against “compliance risk”, which is defined as the risk of legal or regulatory sanctions, material financial loss, or loss to reputation a bank may suffer as a result of its failure to comply with compliance laws, rules and standards applicable to its banking activities.Compliance also operates the whistleblowing policy which encourages staff membersto raise concerns without fearing reprisals.  AAIB’s Compliance Function has access to the Board’s Audit Committee, which ensures the department’s neutrality and independence
  • A centralized Internal Audit & Inspection function which reports directly to the Audit Committee.Internal Audit & Inspection is responsible for providing independent assurance on the effectiveness of risk management, internal control, and governance processes. The Internal Audit & Inspection function complies with the definition, code of ethics, and the international standards for the professional practice of internal auditing issued by the Institute of Internal Auditors (IIA).

The Board is assisted in the discharge of its oversight responsibilities by the following Board committees:

  • The Audit Committee:

The Audit Committee assists the Board in performing its oversight responsibilities of the quality and integrity of Bank’s financial statements and disclosures of the financial condition; the adherence to internal policies and procedures and the Bank’s  compliance with legal and regulatory requirements.

  • The Risk Committee

The main role of the Risk Committee is to assist the Board in fulfilling its oversight responsibilities with regards to the effectiveness of the Bank's risk management framework, including the assessment of the adequacy of the Bank’s risk policies, and monitoring compliance therewith.   

  • The Corporate Governance Committee

The Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities regarding the effectiveness of the Bank's corporate governance framework, including the development of a set of corporate governance guidelines and standards and monitoring the Bank’s compliance therewith. 

  • The Remuneration Committee:

The Remuneration Committee assists the Board in fulfilling its responsibilities with regards to setting the remuneration of the Bank’s senior management and key executives, and to ensure that such remuneration is in line with individual as well as the Bank’s overall performance, and consistent with the Bank’s objectives and long-term goals, as well as its policies, governance standards, and applicable regulations.  The Committee also ensures the adoption of bank-wide coherent remuneration policies and practices which fairly and responsibly reward AAIB staff. 

  • The Executive Committee:

The Committee is primarily responsible for credit and investments decisions that are within its vested powers. 

Membership in Board committees is based on Board nomination. The Board also designates a chairperson for each committee. With the exception of the Risk & Executive committees, current members in the other Board Committees are all non-executive directors.

AAIB’s governance framework consist of four main layers of controls and defense:

AAIB enjoys a unique shareholding structure dominated by two founding shareholders (the Central Bank of Egypt and the Kuwaiti Investment Authority) with equal ownership stakes of 49.37% each.  According to AAIB’s bylaws, each founding shareholders nominates four board members.  Currently, our board of directors consists of one executive, and seven non-executive directors, who bring to the board the benefit of their vast knowledge and expertise in related fields.  

The Board of Directors is responsible for setting the Bank’s strategic direction and for monitoring the soundness and effectiveness of its business practices and management. The Board is also responsible for ensuring that business activities are aligned with the interests of shareholders it represents and is accountable to.  In discharging its responsibilities, the Board meets a minimum of six times during the year.

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