ANNUAL REPORT 2016

CORPORATE GOVERNANCE

5.0. BOARD OF DIRECTORS

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 8 April 2016 for a three‑year term expiring on the date of the annual Ordinary General Assembly meeting (expected to be held in April 2019) that will examine the accounts and activity of the year 2018.

The names of Directors(1) serving at the date of this report are the following:

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 2016, the Board of Directors held 9 meetings, the Group Audit Committee held 4 meetings, the Group Risk Committee held 5 meetings, the Remuneration Committee held 2 meetings, the Corporate Governance and Nomination Committee held 3 meetings, and the Group Executive Committee held 26 meetings.

CHANGES TO THE BOARD OF DIRECTORS DURING THE YEAR 2016

  • The Ordinary General Assembly of shareholders of Bank Audi convened on 8 April 2016, and resolved to re-elect the current Directors for a new three-year mandate.
  • 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, Dr. Marwan M. Ghandour as Vice-chairman of the Board, and Dr. Freddie C. Baz as Vice-chairman of the Board for the new Board’s term.
  • In November 2016, the Board of Directors resolved to create a new Board committee whose mission is to assist the Board of Directors in overseeing the Bank’s procedures and processes that protect it from money laundering and terrorist financing, as well as from other compliance-related risks, and, more generally, to oversee the Bank’s compliance with applicable laws, policies and regulations (the “AML/CFT Committee”). The AML/CFT Committee is expected to start its work in 2017.

GROUP SHARIA’ SUPERVISORY BOARD

GROUP SHARIA’ SUPERVISORY BOARD

LEGAL ADVISORS

LEGAL ADVISORS

AUDITORS

AUDITORS

(1) Listed according to their dates of appointment (beyond the Group 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/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.”