Download PDF
Download PDF
ANNUAL REPORT 2013

Corporate Governance

2.0. Composition of the Board of Directors

The current members of the Board of Directors were elected by a resolution of the Ordinary General Assembly of shareholders held on April 8, 2013 for a three-year term expiring on the date of the annual Ordinary General Assembly meeting (expected to be held in April 2016) that will examine the accounts and activity of the year 2015.

The Board of Directors currently comprises the following Directors2.

Members

Changes to the Board of Directors during the year 2013

  • (i) The Ordinary General Assembly of shareholders of Bank Audi convened on April 8, 2013, and resolved to re-elect the current Directors for a new three-year mandate.
  • (ii) The newly elected Board convened following the General Assembly of shareholders and resolved, amongst other things, to re-elect H.E. Mr. Raymond W. Audi as Chairman of the Board – General Manager, and Dr. Marwan M. Ghandour as Vice-chairman of the Board for the new Board’s term.
  • (iii) Mr. Mario J. Saradar resigned as a Director, effective July 11, 2013. In line with applicable Governance principles and Lebanese law, Mr. Saradar decided to resign concomitantly with his acceptance of a Board Chairmanship position at an external financial institution, where he acquired a controlling stake.
2 Listed according to their dates of appointment (beyond the Group CEO).

3 Definition of Director independence as per the Bank’s Governance Guidelines (summary): “In order to be considered independent Director by the Board, a Director should have no relationship with the Bank that would interfere with the exercise of independent judgment in carrying out responsibilities as a Director. Such a relationship should be assumed to exist when a Director (him/herself or in conjunction with affiliates):
  • is occupying, or has recently occupied an executive function in the Bank or the Group;
  • is providing, or has recently provided advisory services to the Executive Management;
  • is a major shareholder (i.e. owns, directly or indirectly, more than 5% of outstanding Audi common stock), or is a relative of a major shareholder;
  • has, or has recently had a business relationship with any of the Senior Executives or with a major shareholder;
  • is the beneficiary of credit facilities granted by the Bank;
  • is a significant client or supplier of the Bank;
  • has been, over the 3 years preceding his appointment, a partner or an employee of the Bank’s external auditor;
  • is a partner with the Bank in any material joint venture.

In addition to the above, the Board of Directors is satisfied with the ability of the independent Directors to exercise sound judgment after fair consideration of all relevant information and views without undue influence from Management or inappropriate outside interests.”