The Bank has one Annual General Meeting per year. All other general meetings are referred to as Extraordinary General Meetings. The Bank held on 23 March 2022 its Annual General Assembly meeting for the year ended 31 December 2021.
The Article of Association states that the Board consist of no less than Seven (7) and no more than Eleven (11) directors. The current Board of Directors consists of has seven (7) board members elected by the shareholders at the General Assembly on 23 March 2022 for a three-year term.
The Board is responsible for independently managing the Bank with the objective of sustainable creation of value and in the interest of the Bank, thus considering the interests of the shareholders, its employees, and other stakeholders.
The Articles of Association and the Board Charter outlines the Board’s duties, responsibilities, and authorities. The Board of Directors may delegate its powers, authorities, discretions and functions to any committee made of members of the Board on such terms and conditions as it may think fit and in accordance with the Articles.
The Articles of Association and the Board Charter are published on the Bank’s website as part of its commitment to transparency and equal access to information towards its shareholders
The Board of Directors has created three Board-level as follows:
- Executive Committee (“EXCOM)
- Audit, Risk, and Compliance Committee (“ARCC”)
- Nomination, Remuneration and Corporate Governance Committee (“NRCGC”)
The composition, duties, responsibilities, and authorities of each Board Committee are outlined in the Committee’s Terms of Reference included in the Bank’s Corporate Governance Framework and published on the Bank’s website as part of its commitment to transparency and equal access to information towards its shareholder.
The day-to-day management of the Bank is conducted by the Senior Executive Management which is led by the Chief Executive Officer and who is considered relevant to ensure that the Bank has the appropriate expertise and experience for the management of its business. The Senior Executive Management are also members of management committees which have specific duties and responsibilities. The Bank has several Committees:
- Management Committee
- Credit Committee
- Investment Committee
- Asset & Liability Committee.
- IT Governance Committee
The composition, duties, responsibilities, and authorities of each Committee are outlined in the Committee’s Terms of Reference included in the Bank’s Corporate Governance Framework.
The Chief Executive Officer is appointed by the Board of Directors. He is responsible to the Board of Directors for the general and active management of the business, including overseeing the day-to-day operations of the Bank, and ensures that the resolutions of the Board of Directors and the shareholders are carried out. He has the right to delegate a part of his responsibilities and prerogatives to other employees or officers of the Bank.
The Board of Directors shall appoint not less than 3 and not more than 5 members selected among experts well-versed in Sharia, Islamic transactions and finance, to sit on the Shari’a Supervisory Board for a three-year term that could be renewed. The Shari’a Supervisory Board provides expert advice and guidance to the Board and Executive Management on how to best align the Bank’s business and activities with Sharia principles. The appointed members shall perform their tasks on a professional and confidential basis while reviewing all practical steps and measures with regard to the activities of the Bank. As of 31 December 2020, the Shari’a Supervisory Board consisted of three members presided by the Presiding Member elected by the members.
External Auditors: The accounts of the Bank must be prepared in accordance with the International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) and in accordance with the Accounting Standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI).and in compliance with the prescribed rules and regulations of the QFCA and QFCRA.The External Auditors are nominated by the Audit, Risk and Compliance Committee to the Board who recommends to the General Assembly approving the appointment of the External Auditor and their fees. The External Auditor shall attend the General Assembly meetings.
During the Annual General Assembly Meeting held on 23 March 2022, the General Assembly approved to renew the appointment of Ernst & Young as the Bank’s External Auditor for the financial year 2022 and approved their fees.