Board Committees

The Board is supported by five Committees. The mandate and responsibility of each Committee are defined and delegated by the Board. These are documented in comprehensive Charters which list the detailed terms of reference for each Committee. The Committees are mostly formed with the non-executive Members of the Board holding relevant experience to the scope of the Committee. These include: 

  • Board Audit Committee
  • Board Risk Committee
  • Board Remuneration Committee 
  • Board Corporate Governance  and Nomination Committee
  • Board Credit Committee  

1-Board Audit Committee

Role:

The Board Audit Committee (BAC) is responsible for overseeing the Bank’s internal control framework. The BAC shall perform an assessment of the effectiveness of the internal control framework on a periodic basis through the evaluations carried out by the Bank’s Internal Audit.  Also, the BAC shall report to the Board the results of the assessment on the adequacy of existing controls and processes.

 The Committee is also responsible for the recruitment, dismissal, and performance evaluation and remuneration recommendation of the Head of Internal Audit. In conducting its role the Committee coordinates closely with the Board Risk Committee, the Board Corporate Governance Committee & Remuneration Committee.

Furthermore, the BAC is responsible for the monitoring of the performance of External Auditors and coordinating with them on subjects related to audit and financial statements.

The BAC is responsible for the submission of  the committee’s meeting report to Central Bank of Egypt, on a quarterly basis , including the committee’s  most important observations and  actions taken in addition  to any other relevant issues.

Members:

It is composed of 3 non - executive Board members.

Quorum:

A quorum shall be a minimum of 2 members with the Head of Compliance and Head of Internal Audit to be invited as attendees.

2-Board Risk Committee:

Role:

The Board Risk Committee (BRC) is responsible for the review and monitoring of the Bank’s risk profile, risk strategy, risk appetite and risk controls. It also administers and manages the Bank’s capital requirements by ensuring that the Bank maintains an appropriate level and quality of capital and liquidity in line with its activities. The Committee also reviews the ICAAP and Stress Test scenarios and result of the Bank.

In addition the Committee reviews the compliance risk processes, anticipates the impact of regulatory change, ensures accountability of risk management, and flags any high-risk actions/transactions as required internally and by the regulators.

The Committee is also responsible for the recruitment, dismissal, and performance evaluation and remuneration recommendation of the Chief Risk Officer.

The BRC is to periodically review and provide suggestions with respect to the Risk Management strategies and policies related to Capital, Liquidity, Credit Risk, Market Risk, Operational Risk, Compliance Risk and reputation. Thus, developing the policies and procedures to manage all types of Risks. The Board approves these strategies after adding the agreed upon amendments.

Moreover, the BRC is responsible for reviewing the Risk Management structure role and responsibilities recommended by the Bank’s Senior Management and submitting their recommendations to the Board for their review and approval.    

Members:

It is composed of mostly non - executive Board members and the Chairman of the Committee is a non-executive Board member.

Quorum:

A quorum shall be a minimum of two non-executive Board members and Chief Risk Officer will be invited as an attendee.

3-Board Remuneration Committee:

Role:

The Board Remuneration Committee (BREC) is responsible for the drafting of clear remuneration policies for the Bank and reviewing and developing them on periodical basis to be in line with the level of risk that the Bank is exposed to and its specific criteria. The Board is obliged to approve and disclose these policies including the total aggregate amount of the Bank‘s top 20 highest salaries and incentives which includes their salaries, allowances, incentives and any other financial benefits.

In setting the  Bank’s  remuneration scheme and policies it is vital  that they are in line with the Bank’s  long term goals and in particular  taking  into consideration  that the rewards of the committee members  and Senior Management  are not be linked to short term goals .

The BREC is also responsible for determining the size the Bank’s variable wages and the capability of setting a cap for it and the method of distribution among the Bank’s departments based on the size of risk especially liquidity risk and the capital required to cover this risk.

The BREC is responsible for deciding on the Bank‘s Senior Executives packages and providing the suggestions for the Board members packages (including all financial remunerations as salaries, incentives and intangible benefits) bearing in mind the goals expected to be achieved.

Special attention should be given to the internal control functions of the bank being Risk Department, Internal Audit Department and Compliance in terms of rewarding their performance objectively and determining their remunerations while bearing in mind the independency of such functions.

The BREC is responsible for drafting clear remuneration policies for the bank and reviewing and updating them on periodical basis to be in line with the level of risk that the bank is exposed to. The board is obliged to approve and disclose these policies including the total aggregate amount of the bank‘s top 20 highest earners which includes their salaries, allowances, incentives and any other financial benefits

Members:

It is composed of 3 non-executive Board members.

Quorum:

Shall be a minimum of 2 members.

4- Board Corporate Governance and Nomination Committee:

Role:

The Board’s Corporate Governance & Nomination Committee (BCGNC) supports the Board in the review of the Bank’s Corporate Governance principles and practices at regular intervals. It is responsible for monitoring the robustness of the policies and procedures developed, and the effective implementation of the disclosure framework. Furthermore, the Committee supervises the process of monitoring and reporting of conflict of interest & Related Party Transactions.

Moreover, it is required to oversee the Bank‘s succession plan formulation process. It is responsible for the nomination of potential Board members, and training of new members and raising the awareness of the existing Board of Directors.  The Committee also initiates and oversees the evaluation process of the Board and Committees. The committee is supported by the Corporate Governance Office.

The committee is responsible to prepare overall governance report for the bank on a regular basis. Moreover, reviewing the bank‘s annual report particularly with regards to the terms of disclosures and other information relevant to corporate governance.

BCGNC is required to study the comments of the Central Bank of Egypt’s inspection that are related to corporate governance and take them into consideration.

Members:

It is composed of 3 non-executive Board members.

Quorum:

 Shall be a minimum of two members.

5-Board Credit Committee:

Role:

The Board’s Credit Committee (BCC) is responsible for the review and approval of the Bank’s Credit Committee’s decisions. Moreover, submitting to the Board of Directors all credit cases that require approvals for restructuring, writing-off and prosecutions.  

Members:

  • Mr. George Richani (Chairman)
  • Dr.  Yasser Ismail Hassan
  • Mr. Tarek Abu Bakr Murad

Quorum:

 Shall be at least 2 members.