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ANNUAL REPORT 2014

Corporate Governance

3.0. Composition of the Board of Directors

Members of the Board of Directors serving throughout the year 2014 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 Directors1:

COMPOSITION OF THE BOARD OF DIRECTORS

The Board is advised, for Audit Committee matters, by Mr. Maurice H. Sayde (who served as a member of the Board and Chairman of its Group Audit Committee from June 2006 until July 2008).

Frequency of Meetings

In 2014, the Board of Directors held 11 meetings, the Group Audit Committee held 5 meetings, the Group Risk Committee held 6 meetings, the Corporate Governance and Remuneration Committee3 held 2 meetings and the Group Executive Committee held 29 meetings.

Frequency of Meetings

Changes to the Board of Directors during the Year 2014

During the year 2014, no changes were brought to the composition of the Board of Directors.
1 Listed according to their dates of appointment (beyond the Gro up CEO).

2 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/her self 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 advisor y 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 relat ive 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 partn er 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 fr om Management or inappropriate outside interests.”

3 The “Corporate Governance and Remuneration Committee” was split into 2 committees, the “Corporate Governance and Nomination Committee” and the “Remuneration Committee” in November 2014. The new committe es held their first meeting in 2015.