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ANNUAL REPORT 2015

CORPORATE GOVERNANCE

5.0. BOARD OF DIRECTORS

COMPOSITION OF THE BOARD OF DIRECTORS

Members of the Board of Directors serving throughout the year 2015 were elected by a resolution of the Ordinary General Assembly of shareholders held on 8 April 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 Ordinary General Assembly expected to be held in April 2016 will consider the election of a new Board of Directors and will determine the term of its mandate.

The names of Directors2 serving at the date of this report are the following:

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).

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/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 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.”

FREQUENCY OF MEETINGS

In 2015, the Board of Directors held 6 meetings, the Group Audit Committee held 4 meetings, the Group Risk Committee held 4 meetings, the Remuneration Committee held 3 meetings, the Corporate Governance and Nomination Committee held 2 meetings, and the Group Executive Committee held 27 meetings.

CHANGES TO THE BOARD OF DIRECTORS DURING THE YEAR 2015:

In June 2015, the Board of Directors resolved to appoint Dr. Freddie Baz as Vice-chairman of the Board of Directors.

GROUP SHARIA’ SUPERVISORY BOARD

board of directors

LEGAL ADVISORS

board of directors

AUDITORS

board of directors