Corporate

Governance

In its mission to become the best financial institution in Egypt, CIB strives to apply international best practices in the area of corporate governance. The Bank is wholly committed to the principles and corporate values that distinguish the finest governance structures.

CIB’s corporate governance structure is anchored in highly professional executive directors and a distinguished group of independent non-executive directors (NED). The BoD enjoys an optimal mix of skills, experience, and diversity in terms of gender and nationality.

CIB’s highly qualified BoD is supported by specialized Board Committees. Committees are chaired by the NEDs, who brief the BoD on major points raised by their respective committee. The board is also supported by internal and external auditors, as well as other internal control departments (Risk, Compliance, Internal Audit, and Legal). Work carried out by these functions is fully utilized by the BoD to ensure the Bank adheres to international standards of corporate governance.

CIB’s experienced executive management team plays an important role in the governance of the Bank by faithfully and efficiently executing the strategy set by the BoD and properly implementing the Bank’s policies.

Corporate governance issues are a core focus of CIB’s BoD. The Bank’s governance framework ensures that timely, transparent, and accurate disclosures are made available with respect to material information regarding the Bank, its ownership, operations, and financial performance. It also advocates the equal treatment of all shareholders with sound protection for their voting rights. The Bank continues to uphold its mandate to create value for shareholders in a sustainable and value-based manner.

CIB’s governance framework aims to sustain the success of the Bank’s business and operations, backed by a concrete set of policies and procedures relevant to the scope, size, and complexity of CIB’s business. The BoD thus works to ensure proper implementation of internal and external regulations and to mitigate all possible risks.

These mandates are complemented by a set of governance policies designed to promote a corporate culture that emphasizes building trust with key stakeholders. Such a culture is aligned with the Bank’s purpose and business strategy while promoting integrity within the Bank.

The Code of Corporate Governance is a cornerstone of CIB’s governance policy framework, aiming to enhance long-term value for shareholders, employees, and other stakeholders. The Code of Conduct sets out the standards of behavior expected from all employees, providing staff, senior management, and the BoD with a comprehensive frame of reference regarding their rights and duties. The code further enshrines the principles of equal employment opportunity and gender equality.

CIB’s Conflict of Interest policy guarantees that all staff and board members remain aware of and forthcoming about any conflict of interest between the Bank and their personal, professional, and business interests, providing guidance on how to handle those cases.

The Bank’s Whistle-Blowing Policy encourages staff to report suspected violations of the law or Bank policies as well as any wrongdoing, while guaranteeing a supportive and encouraging environment for those who speak out. The Bank handles cases of whistle-blowing, be they from internal or external sources, very seriously and at a senior level.

CIB’s Conduct Risk policy makes clear the Bank’s relationship with and duties toward its customers.

This comprehensive policy structure reflects CIB’s prioritization of a strong governance framework, one that is fully backed by each of the Bank’s BoD members and firm leadership and vision.

Board of Directors

CIB is headed by a competent BoD, which provides the Bank with the necessary leadership and experience to manage its business with integrity, efficiency and, most importantly, excellence.

The BoD primarily focuses on long-term financial returns and seeks the best interests of all related stakeholders. The board is responsible for setting CIB’s strategic objectives, overseeing implementation of said strategy, providing oversight of senior management, ensuring the effectiveness of the Bank’s internal control systems, managing risk, and securing CIB’s institutional reputation and long-term sustainability. Moreover, the board is responsible for setting compensation and performance goals and manages director nomination, evaluation, and succession planning. It oversees CIB’s economic, social, and environmental sustainability initiatives, performing its duties with entrepreneurial leadership, a sound strategy, and risk management oversight to ensure risks are properly assessed and managed.

CIB’s BoD consists of nine members who possess an appropriate balance of experience, competencies, and individual qualifications. These collective qualities give the Bank a distinct competitive edge. Over the course of 2018, CIB’s BoD met seven times. Being the single largest shareholder in CIB through its wholly owned subsidiaries, Fairfax Financial Holding Ltd currently holds 6.6% of CIB’s local shares, following its transaction with Actis in May 2014. Fairfax Financial Holdings Ltd appoints one representative to the Bank’s BoD.

Mr. Hisham Ezz Al-Arab

Chairman and Managing Director

Mr. Hisham Ezz Al-Arab has been Chairman and Managing Director of CIB since 2002. He leads a team of more than 6,750 professionals who have transformed the institution from a wholesale lender into Egypt’s largest private-sector bank, leading the sector on key metrics including revenue, profitability, net worth, and market share of deposits. Under his leadership, CIB has grown into an institution that now serves more than 1.3 million customers nationally, from individuals to small- and medium-sized businesses and leading corporations among Egypt’s 500 largest firms.

The Bank’s market capitalization has grown from EGP 1 billion at the beginning of Mr. Ezz Al-Arab’s term to EGP 86 billion as of December 2018, making its stock — a blue-chip component of the Egyptian Exchange — the global investment community’s preferred proxy for Egypt and a benchmark for the banking industry in emerging markets.

Mr. Ezz Al-Arab’s term has seen CIB develop a unique culture that balances an innovation-driven entrepreneurial spirit with a commitment to global best practices in corporate governance and risk management. Nurtured for over 15 years, the Bank’s corporate culture gives it a natural competitive advantage and led directly to the establishment of the first-of-its-kind employee stock ownership program (ESOP) in 2006. More than 80% of all employees have benefited and continue to benefit from ESOP, making them shareholders and thereby aligning the interests of both employees and shareholders. In 2010, Mr. Ezz Al-Arab launched the CIB Foundation, a leading Egyptian voice for universal access to quality healthcare, with a particular focus on the needs of underprivileged children.

In 2018, CIB became the first corporation in the Middle East to be the subject of a case study by the London Business School. To mark the occasion, Mr. Ezz Al-Arab joined distinguished professors from LBS’s Leadership Institute and the Wheeler Institute for Business to discuss the Bank’s innovation drive and the competitive advantage this gives CIB among other emerging market banks. He also discussed how artificial intelligence, blockchain, cloud computing, and big data will lead a revolution in the financial services industry.

A firm believer in education, Mr. Ezz Al-Arab has expanded CIB’s collaboration with reputable educational organizations to provide diversified learning opportunities. Such collaborations include the CIB Endowed Professorship of Banking at AUC, designed to expose students to multiple perspectives that result in superior business leadership. In 2016, CIB and AUC launched the AUC Venture Lab FinTech Accelerator, Egypt’s first university-based incubator and accelerator that supports fintech entrepreneurs and bridges the gap between Egypt’s financial services industry and the emerging entrepreneurial ecosystem.

Under Mr. Ezz Al-Arab’s leadership, CIB has received several prestigious international accolades, a testament to the Bank’s excellence in management and outstanding performance over the years. Among other awards, CIB received Euromoney’s 2018 “Best Bank Transformation in the Middle East” and “Best Bank in the Middle East” in 2017, Global Finance’s 2017 “Digital Bank of Distinction in Egypt”, and was named African Banker’s 2016 “Socially Responsible Bank of the Year”. Mr. Ezz Al-Arab was recognized in 2016 for his “Outstanding Contribution to Financial Services in the Middle East” and was EMEA Finance’s “Best CEO in Egypt and Africa” at the magazine’s 2014 Banking Awards.

In 2018, CIB was named the “World’s Best Emerging Markets Bank” by Global Finance, a year after being recognized for the same award by Euromoney. CIB is the first bank in Egypt, North Africa, and Middle East to ever win this award.

Mr. Ezz Al-Arab leads the Federation of Egyptian Banks as Chairman, is Co-chair of the Institute of International Finance’s Emerging Markets Advisory Council, and serves as Director of Mastercard Middle East’s Regional Advisory Board. He is also Chairman of the Board of Trustees of the CIB Foundation and is a Non-executive Director of the Board at Fairfax Africa.

Mr. Ezz Al-Arab joined CIB from Deutsche Bank and previously served with JP Morgan and Merrill Lynch in postings that took him to Bahrain, New York, and Cairo. He holds a BA in Commerce from Cairo University.

Mr. Hussein Abaza

Chief Executive Officer and Board Member

Mr. Hussein Abaza leads strategy and operations at CIB, an institution with more than 6,750 employees serving more than 1.3 million customers, including Egypt’s 500 largest corporations, online and at 203 branches, 917 ATMs, and 13,446 points of sale nationwide. Mr. Abaza has been Chief Executive Officer and a Member of the Board of Directors since March 2017. He is Chair of the Board’s Executive Committees (Management and High Lending & Investment Committees). He assumed this position after a six-year run as CEO of Institutional Banking. Prior to this, Mr. Abaza was the Bank’s Chief Operating Officer and, from 2001 to 2010, its Chief Risk Officer responsible for managing credit, market, and operational risk across CIB.

Mr. Abaza is also a leader of the Bank’s award-winning Investor Relations program, in which capacity he has helped CIB grow from a market capitalization of EGP 10.8 billion in 2008 to EGP 86 billion as of December 2018. Under Mr. Abaza’s leadership, the team managed Ripplewood’s 2009 exit from CIB, the entry into the shareholding structure of global emerging markets private equity firm Actis, and the subsequent sale of Actis’s 6.5% stake to Canadian insurance firm Fairfax Financial Holding Ltd. in the Egyptian Exchange’s first block trading transaction. The Bank’s IR program has taken home wins from the Extel / MEIRA poll for five consecutive years, from 2014 to 2018.

In his more than 25 years with CIB, Mr. Abaza has become actively involved in the Bank’s regionally renowned credit training program, providing talented young bankers with the theoretical basis and hands-on experience needed to assess the creditworthiness of organizations across all sectors of the economy.

He brings to CIB a sharp interest in financial markets and non-bank financial services, having served as Head of Research and then Managing Director at EFG Hermes Asset Management from 1995 until his return to CIB in 2001. He called on that experience from 2014 to 2017 when he was Chairman of CI Capital, a leading Egyptian investment bank and subsidiary of CIB until the Bank exited its investments.

Mr. Abaza joined CIB after obtaining his BA in Business Administration from AUC. He has pursued post-graduate training and education in Belgium, Switzerland, London, and New York.

Mr. Jawaid Mirza

Non-Executive Director of the Board & Lead Director, Chair of CIB’s Audit Committee

Mr. Jawaid Mirza has been Lead Director and Non-Executive Independent Board Member at CIB since January 2014. Mr. Mirza chairs the Board Audit Committee, sits on the Board Risk Committee, Operations and Technology Committee (which he chaired for three years since its inception), the Corporate Governance and Nomination Committee, and the Corporate Sustainability Committee.

Mr. Mirza is a strong proponent and practitioner of international corporate governance practices and brings with him over 35 years of diversified experience and a solid track record in all facets of financial and risk management, technology, mergers and acquisitions, business turnarounds, and operations management.

Over the years, Mr. Mirza has worked with global institutions like Citibank and ABN AMRO Bank Ltd, where he held several senior positions as CFO European Region, Managing Director and Chief Operating Officer for Global Private Banking, Asset Management and New Growth Markets (Consumer Banking), and Chief Financial Officer for the Asian Region including Australia/New Zealand and the Middle East. Mr. Mirza has led several due diligences for acquiring banks in Hungary, Taiwan, Thailand, Germany, Brazil, France, and Pakistan. He was also a member of the Top Executive Group at ABN AMRO Bank and a member of the Group Finance and Group COO Board.

Mr. Mirza currently serves as Independent Non-Executive Board member of Eurobank Ergasias (Athens), where he chairs the Board Audit Committee and sits on the Board Risk Committee. Mr. Mirza also serves as Non-Executive Independent Board Member of South Africa Bank of Athens (Johannesburg) and sits on the board’s Audit, Risk, and Technology Committees.

Mr. Mirza holds various business management degrees from reputable institutions like Queens Business School (Toronto), Wharton Business School, Stanford Graduate School of Business, and is a member of the Institute of Corporate Directors, Canada.

Dr. Sherif Kamel

Non-Executive Director of the Board, Chair of CIB’s Operations and Technology Committee

Dr. Sherif Kamel has been a Non-Executive Board Member at CIB since May 2013. He chairs the Operations and Technology Committee and is a member of the Audit, Compensation, and Governance and Nomination Committees.

Dr. Kamel is Professor of Management and Dean of the School of Business at AUC. He serves the university as Vice President for Information Management and as Associate Dean for Executive Education at the School of Business. Before joining AUC, he was director of the Regional IT Institute and Training Manager at the Cabinet of Egypt’s Information and Decision Support Center. He is an Eisenhower Fellow and a Fellow at the Center for Global Enterprise.

Dr. Kamel is a member of the AACSB International Middle East Advisory Council, the Egypt-US Business Council, and a Board Member at the American Chamber of Commerce in Egypt and Education for Employment Egypt. He has served on the board of the Egyptian American Enterprise Fund and has been a member of the World Bank Knowledge Advisory Commission. Dr. Kamel was a founding member of the Internet Society of Egypt. He has been invited as panelist and speaker to a variety of policy, development, and leadership conferences and expert meetings, including the Asia-Middle East Dialogue, AACSB International, World Summit on the Information Society, the Center for Strategic and International Studies, Atlantic Council, German Marshall Fund, Middle East Institute, the International Monetary Fund, and the World Bank.

Dr. Kamel holds a PhD in Information Systems from the London School of Economics and Political Science, an MBA, a BA in Business Administration, and an MA in Islamic Art and Architecture from AUC. His research and teaching interests include management of information technology, the transfer of information technology to developing nations, organizational transformation, electronic business, decision support systems, and entrepreneurship. His work on information systems and management is published in scholarly journals and books.

Mr. Yasser Hashem

Non-Executive Director of the Board, Chair of CIB’s Governance and Nomination Committee

Mr. Yasser Hashem has been a Non-Executive Board Member at CIB since May 2013. He chairs the Governance and Nomination Committee and is member of the Audit and Compensation Committees.

Mr. Hashem has held the position of Managing Partner at ZH&P since 1996. The legal skills he has extended to the privatization of public sector entities and his role in the inception of private provision of telecom services in Egypt have made him a valued veteran of legal practice in Egypt. Combining a wide range of extensive legal knowledge with honed networking and interpersonal skills, Mr. Hashem protects and furthers the interest of over 100 local and international clients.

With a special focus on corporate law, Mr. Hashem has supported the privatization program of public sector entities in Egypt through hundreds of restructurings, incorporations of foreign and domestic companies, and advising foreign and local investors on the most efficient vehicles and structures for implementing their investments in Egypt.

In the fields of M&A and capital markets, he has reliably represented acquirers in all major tender offers and M&A transactions in Egypt and has led the four largest multibillion dollar M&A transactions in Egypt. He has also played a major role in most IPOs that have taken place in Egypt.

Mr. Hashem has advised on Egypt’s most significant telecom license acquisitions and M&A transactions. The legal services he has extended to this sector include the acquisition and mandatory tender offers of telecommunication companies, as well as support for consortia on a number of mobile and fixed wireless license bids. He has contributed to the drafting and negotiation of all major telecom licenses, including public pay phones, mobile cellular networks, private data networks, satellite, and marine fiber-optic cabling, among others. Mr. Hashem also led the team acting for the largest post-revolution acquisition transactions in the telecommunications sector in 2012 and advised Orange (one of the world’s leading network operators for mobile, broadband internet, and fixed lines) in its successful 100% acquisition of Mobinil for approximately USD 3 billion. Mr. Hashem’s expertise in the telecom sector has led to his appointment by Ministerial Decree as Member of the New Telecommunications Act Drafting Committee.

He was recognized by The legal 500 as “Leading Individual” for the years 2016, 2017, and 2018 and his name features in The legal 500’s Hall of Fame for having been recognized for seven consecutive years. He was also ranked by IFLR 1000 as Leading Lawyer in the Financial and Corporate Practice for 2016, 2017, and 2018. Mr. Hashem was ranked by Chambers and Partners Global as a “Band 1” Lawyer in the Corporate / M&A practice for the years 2017 and 2018 and as “Band 1” Lawyer in the Banking and Finance practice for the year 2018. His initial ranking by Chambers and Partners dates back to 2000.

Mr. Hashem received his LL.B. from Cairo University in 1989. He was admitted to the Egyptian Court of Cassation in 2007 and is a member of the Egyptian Society of International Law and the Licensing Executive Society. He is fluent in Arabic, English, and German.

Mr. Mark Richards

Non-Executive Director of the Board, Chair of CIB’s Risk Committee

Mr. Mark Richards has served as Non-Executive Director of CIB’s Board of Directors since February 2014, and chairs the Board’s Risk Committee and is member of the Compensation and Governance and Nomination Committees.

Mr. Richards was Chief Executive of IPGL (Holdings) Ltd., a major corporate holding company based in the United Kingdom. He also served as Chairman of Exotix Holdings Ltd., a frontier markets brokerage and investment bank, and Director of Singapore Life, a rapidly growing digital life insurance group operating across Southeast Asia. Mr. Richards is also a non-executive director of international financial services search specialist Sheffield Howarth.

Mr. Richards brings considerable experience in emerging market banking and investment. He was Partner and Global Head of Financial Services at Actis, one of the world’s leading and most ethical emerging market private equity groups. During 11 years at Actis, Mr. Richards was responsible for building many successful companies in Africa, Asia and Latin America.

He previously spent 18 years at Barclays in senior roles including CFO of the International Offshore Bank, Director of Group Strategy, and Head of Group Corporate Development.

With his 30 years of global experience in Banking and financial services, Mr. Richards serves as Non-Executive Director for a number of companies. At CIB, he chairs the Risk Committee and supports strategy development. He has a first class degree from Oxford University in modern history and economics. Mr. Richards completed the London Business School’s Accelerated Development Program and Ashridge Management College’s Group Level Strategy Program. He also attended the Leading Professional Services Firms Program at Harvard Business School.

Mr. Bijan Khosrowshahi

Non-Executive Director of the Board, Chair of CIB’s Compensation Committee

Mr. Bijan Khosrowshahi has sat on CIB’s Board of Directors as a Non-Executive Member since October 2014, representing the interest of Fairfax Financial Holdings Ltd. Mr. Khosrowshahi chairs the Compensation Committee and is a member of the Risk and Governance and Nomination Committees.

Mr. Khosrowshahi is the President and CEO of Fairfax International. He joined Fairfax Financial Holdings in June 2009 and is currently based in London, UK. Fairfax is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. Fairfax is listed on the Toronto Stock Exchange.

Fairfax International focuses on expanding Fairfax Financial Holdings’ insurance presence outside North America. Mr. Khosrowshahi also represents Fairfax’s interests as a board member at the Gulf Insurance Group K.S.C.P., Gulf Insurance & Reinsurance Company in Kuwait, Bahrain Kuwait Insurance Company B.S.C., Arab Misr Insurance Group S.A.E. in Egypt, Arab Orient Insurance Company in Jordan, Gulf Sigorta A.S. in Turkey, Alliance Insurance Company P.S.C in the UAE, Jordan Kuwait Bank in Jordan, Colonnade Insurance S.A. in Luxembourg, Southbridge Compañía de Seguros Generales S.A. in Chile, La Meridional Compañía Argentina de Seguros S.A. in Argentina, and SBS Seguros Colombia S.A. in Colombia. Prior to joining Fairfax, Mr. Khosrowshahi was the President and CEO of Fuji Fire & Marine Insurance Company Ltd., based in Japan. He is the only non-Japanese individual who has been the President of a publicly traded Japanese insurance company. In 2002, Fuji Fire & Marine embarked on hefty reforms after an investment by major shareholders American International Group (AIG) and ORIX Corporation. He was elected President in June 2004 and successfully implemented a turnaround strategy to return Fuji to profitability and growth by taking strategically leading positions within the insurance industry in Japan.

From 2001 to 2004, he was the President of AIG’s General Insurance operations based in Seoul, South Korea where a major restructuring plan resulted in significant revenue and profitability increases through specific product and channel strategies. From 1997 to 2001, Mr. Khosrowshahi was Vice Chairman and Managing Director of AIG Sigorta based in Istanbul, Turkey, and was involved in negotiating strategic alliances and joint ventures with Turkish conglomerates and working with governmental regulators to improve support for new product introductions to the emerging Turkish insurance market.

Prior to this position, he was Regional Vice President of AIG’s domestic property and casualty operations for the Mid-Atlantic region based in Philadelphia. He also held various underwriting and management positions with increasing responsibilities at AIG’s headquarters in New York after he joined AIG in 1986.

He has served on the board of the Foreign Affairs Council and the Insurance Society of Philadelphia. He has also been a council member of USO in South Korea, the Chairman of the insurance committee of the American Chamber of Commerce in South Korea, and a member of the Turkish Businessmen’s Association. He is also a member of the U.K. Chartered Insurance Institute.

Mr. Khosrowshahi obtained an MBA in 1986 following an undergraduate degree in Mechanical Engineering in 1983 from Drexel University. He participated in the Executive Development Program at the Wharton School of the University of Pennsylvania in 2003 and is a regular lecturer at universities and insurance institutes.

HE Dr. Amani Abou-Zeid

Non-Executive Director of the Board

Dr. Amani Abou-Zeid has served as a Non-Executive Board Member at CIB since December 2017, sitting on the Risk, Compensation, and Governance and Nomination Committees.

Dr. Abou-Zeid is the African Union Commissioner in charge of Infrastructure, Energy, ICT and Tourism. For more than 30 years, she has served in leadership positions at international organizations such as the African Development Bank (AfDB), UNDP, and USAID, with a focus on infrastructure and energy programs. Over her career, she has amassed a remarkable mix of experience from across Africa, France, the UK, and Canada, working across constituencies with a wide array of stakeholders.

As Commissioner of the AfDB, she has managed the organization’s largest operational portfolio and implemented national and continental multi-sectoral development programs, including the world’s largest solar power plant (Nour). In 2018, Commissioner Abou-Zeid launched the Single African Air Transport Market, delivering on the first flagship project for African Integration under African Union Agenda 2063. She also launched the African digital identity DotAfrica, among other continental initiatives.

An Egyptian national, Dr. Abou-Zeid has enjoyed a wide-ranging, multi-disciplinary academic training, including: a B.Sc. in Electrical Engineering from Cairo University; MBA in Project Management from the French University for African Development (Université Senghor); a Masters of Public Administration (MPA) from the Harvard School of Government; and Ph.D. in Social and Economic Development from the University of Manchester, UK. She also has a degree in Arts from Université Sorbonne-Paris IV.

Dr. Abou-Zeid has received numerous international awards and recognitions for her excellence in leadership. She has been decorated with the Wissam Alaouite from HM King Mohamed VI of Morocco, named “Personalité d’avenir” by the Government of France, and selected as one of “The 50 Most Influential Women in Africa”. She has also received the “Outstanding Alumni Award” from the University of Manchester.

Dr. Abou-Zeid is also member of the prestigious Global Leaders Broadband Commission for Sustainable Development and of the Stewardship Board for System Initiative on Shaping the Future of Energy. She co-leads the Steering Committee of Smart Africa and the Africa-EU Digital Economy High Level Task Force.

Mrs. Magda Habib

Non-Executive Director of the Board

Mrs. Magda Habib has been a Non-Executive Board Member at CIB since December 2017, sitting on the Operations and Technology, Compensation, and Governance and Nomination Committees.

Mrs. Habib is the Co-founder and Chief Executive Officer of Dawi Clinics, a chain of primary care clinics established in Egypt in 2016. Mrs. Habib has vast experience in the technical information technology and electronic payments fields, as well as smart banking solutions. She draws upon 25 years of expertise in various managerial arenas, including strategic brand management, consumer and retail marketing, corporate communications, and investor relations.

She has also been a Co-founder, Board Member, and Chief Commercial, Marketing & Strategy Officer at Fawry Banking and Payment Technology Services. As a co-founder and a key member of the executive team, Mrs. Habib helped establish Fawry as the leading electronics payment platform in Egypt with more than 50,000 payment points nationwide. Mrs. Habib’s journey with Fawry culminated with a successful exit to a consortium of private equity funds in 2015.

Prior to Fawry, Mrs. Habib spent nine years as a member of Raya Holding’s executive team, where she played a key role in the merger and development of Raya Group, as well as being responsible for the creation and development of the Raya brand during its evolution into one of Egypt’s leading technology players.

Mrs. Habib obtained an MBA from INSEAD, France. She holds a B.Sc. with Honors in Computer Science from AUC.

Board of Directors’ Committees

CIB’s BoD has seven standing committees that assist in fulfilling its responsibilities. Each committee chairperson is responsible for briefing the BoD on the major issues raised by the committee he/she chairs. Such briefings enable the members of the BoD to carry out their duties in an effective manner. Each committee operates under a written charter that sets out its responsibilities and composition requirements, reporting to the BoD on a regular basis. Separate committees may be set up by the BoD to consider specific issues when the need arises.

CommitteeMembersKey Responsibilities

Audit Committee

Supervising the quality and integrity of CIB’s financial reporting

Chair:

Mr. Jawaid Mirza

Members:

Dr. Sherif Kamel,
Mr. Yasser Hashem

This Committee was established to offer effective oversight of the integrity of the Bank’s financial reporting process, the effectiveness of the Bank’s internal control system, and its compliance with all statutory requirements. The Committee is also responsible for overseeing and reviewing the performance of the Bank’s internal audit and compliance functions, as well as the work of the Bank’s external auditors to ensure the independence and objectivity of each and the quality of the audit and compliance processes. The Committee met five times in 2018.

Corporate Governance and Nomination Committee

Responsible for CIB’s corporate governance as well as the BoD’s nomination process and succession planning

Chair:

Mr. Yasser Hashem

Members:

All other NEDs

This Committee advises the BoD on the general oversight of governance matters and ensures the promotion of a sound governance culture within the BoD and the Bank. This entails a periodic review of the Bank’s corporate governance structure and recommending changes, when and if necessary, to the BoD. The Committee also sits as the Nomination Committee with the primary objective of setting criteria for selecting new directors and assisting the BoD in identifying individuals qualified to become BoD members and recommending director nominees to shareholders. Besides these functions, the Committee provides advice and assistance to the BoD, when necessary, with respect to a potential successor to the Bank’s Chief Executive Officer. The committee met four times in 2018.

Compensation Committee

Responsible for compensation of the BoD and the Bank’s executive officers

Chair:

Mr. Bijan Khosrowshahi

Members:

All other NEDs

This Committee was established to provide guidance to the BoD with regards to the appropriate compensation for the BoD and the Bank’s executive officers and to ensure that compensation is consistent with the Bank’s objectives, strategy, and control environment. The Committee ensures that clear policies for the Bank’s salaries and compensation schemes are in place and that they are effective at attracting and retaining the best caliber professionals. The Committee met two times in 2018.

Risk Committee

Supervising risk management

Chair:

Mr. Mark Richards

Members:

Mr. Jawaid Mirza,
Mr. Bijan Khosrowshahi,
Dr. Amani Abou-Zeid

This Committee oversees risk exposure management functions and assesses management’s compliance with the risk strategies and policies approved by the BoD through periodic reports submitted by the Risk Management Group. The Committee makes recommendations to the BoD regarding risk management strategies and policies (including those related to capital adequacy, liquidity management, various types of risk: credit, market, operation, compliance, reputation, and any other risks the Bank might be exposed to). The Committee met four times in 2018.

Operations and Technology Committee

Assisting the BoD in overseeing Bank operations, technology strategy, and operations and technology risk

Chair:

Dr. Sherif Kamel

Members:

Mr. Jawaid Mirza,
Mrs. Magda Habib

This Committee was established to provide oversight of the Bank’s operations, technology strategy, and significant investments in support of this strategy, as well as operations and technology risk management. The Committee met four times in 2018.

Management Committee

Responsible for executing the Bank’s strategy as approved by the BoD and in compliance with the Bank’s policies

Chair:

Mr. Hussein Abaza

Voting Members:
  • Mr. Ahmed Issa - CEO Consumer Banking
  • Mr. Amr El-Ganainy - CEO Institutional Banking
  • Mr. Mohamed Sultan - Chief Operating Officer
  • Ms. Pakinam Essam - Chief Risk Officer

The Committee is responsible for executing the Bank’s strategy as approved by the BoD. The Committee manages the day-to-day functions of the Bank to ensure alignment with strategy, effective controls, risk assessment, and efficient use of the Bank’s resources. The Committee also monitors the Bank’s strategic affiliates and subsidiaries. The Committee met 16 times in 2018.

High Lending and Investment Committee

Responsible for asset allocation, quality, and development

Chair:

Mr. Hussein Abaza

Members:

CIB Senior Management

This Committee is responsible for managing the assets side of the balance sheet and its provisioning. Under the authorities delegated to the Committee as stipulated in the Bank’s Credit and Investment Policies, it is empowered to take decisions respecting asset allocation. The Committee convened weekly throughout 2018 and met 50 times.

Shareholders’ Rights

CIB’s Annual General Meeting of Shareholders is held in March each year, no later than six months after the end of the Bank’s financial year. The General Assembly provides a platform for shareholders to exercise their voting rights. Additional Extraordinary General Shareholder meetings may be convened at any time by the BoD. Shareholder consent is required for key decisions such as:

  • Adoption of financial statements
  • Voting on proposed dividends by the BoD
  • Significant changes to the Bank’s corporate governance practices
  • Remuneration policy
  • Remuneration of Non-Executive Directors
  • Appointment of the external auditor
  • Appointment, suspension, or dismissal of the members of the BoD
  • Issuance of shares or rights to shares, restriction or exclusion of preemptive rights of shareholders, and repurchase or cancellation of shares
  • Amendments to the Articles of Association
External Auditor

The Board Audit Committee recommends the appointment and/or termination of the external auditor, which is approved at the General Assembly Meeting of Shareholders. Moreover, the Board Audit Committee evaluates the performance of the external auditor and endorses the prepared financial statements to ensure they reflect the Bank’s performance and faithfully reveal its genuine financial position. In adherence to CBE regulations, external auditors are reappointed every five years to ensure objectivity and exposure to new practices.