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Board Committees

The Board is supported by five Committees. The mandate and responsibility of each Committee are defined and delegated by the Board. These are documented in comprehensive Charters which list the detailed terms of reference for each Committee. All these Committees are formed with the non- executive Members of the Board holding relevant experience to the scope of the Committee. These include:    

  • Audit Committee
  • Credit Committee
  • Risk Committee
  • Corporate Governance Committee
  • Nomination and Remuneration Committee 

Audit Committee

Role:

The Board Audit Committee (BAC) is responsible for overseeing the Group’s internal control framework. BAC shall perform an assessment of the effectiveness of the internal control framework on a periodic basis through the evaluations carried out by the Group Internal Audit.  Also, BAC shall report to the Board the results of the assessment on the adequacy of existing controls and processes. The Committee is also responsible for the recruitment, dismissal, performance evaluation and remuneration recommendation of the Head of Internal Audit. In conducting its role the Committee coordinates closely with the Board Risk Committee and the Board Nomination & Remuneration Committee.
 
Furthermore, BAC is responsible for the monitoring of the performance of External Auditors and coordinating with them on subjects related to audit and financial statements.  
 

Members:

  • Mr. Hamad Mohamed Al-Bahar 
  • Mr. Haitham Sulaiman Humoud Al-Khaled 
  • Mr. Loay Jassem Mohammed Al-Khorafi

Quorum:

A quorum of two Members is required to convene a meeting. A new meeting must be convened if this quorum has not been attained. Only members of the Committee, the Secretary of the Committee and the Group Chief Internal Auditor shall be entitled to attend the Committee meetings. However, members of management or representatives and other specialists may be invited to attend meetings at the request of the Committee.
 

Credit Committee

Role:

The Board Credit Committee (BCC) is responsible for review of the quality and performance of credit portfolio, oversee the effectiveness and administration of creditrelated policies and the review and approval of credit limits above  certain thresholds.
Membership of the Credit Committee do not overlap with membership in either Board Audit Committee or Board Risk Committee. 
 

Members:

  • Mr. Hamad Abdul Aziz Al Hamad Al-Sager
  • Mr. Yacoub Yousef Abdulaziz Al-Fulaij
  • Mr. Muthana Mohamed Ahmed Al-Hamad
  • Mr. Emad Mohammed Al-Bahar

Quorum:

A quorum for any meeting shall be minimum of two members
 

Risk Committee

Role:

The Board Risk Committee (BRC) is responsible for the review and monitoring of the Group’s risk profile, risk strategy, risk appetite and risk controls. It also administers and manages the Group capital requirements by ensuring that the Group maintains an appropriate level and quality of capital and liquidity in line with its activities. The Committee also reviews the ICAAP and Stress Test scenarios and result of the Group. In addition the Committee reviews the compliance risk processes, anticipates the impact of regulatory change,ensures accountability of risk management, and flags any high-risk actions/transactions as required internally and by the regulators. The Committee is also responsible for the recruitment, dismissal, performance evaluation and remuneration recommendation of the Chief Risk Officer. In conducting its role the Committee coordinates closely with the Audit Committee and the Nomination & Remuneration Committee. 
 

Members: 

  • Mr. Ghassan Ahmed Saoud Al-Khaled 
  • Mr. Haitham Sulaiman Humoud Al-Khaled 
  • Mr. Loay Jassem Mohammed A Al-Kharafi

Quorum:

A quorum for any meeting shall be two members. In the absence of the Committee Chairman, the present remaining members shall elect one of themselves to chair the meeting.
 

Corporate Governance Committee

Role:

The Corporate Governance Committee supports the Board in the review of the Group Corporate Governance principles and practices at regular intervals, as well as the supervision of the Group Corporate Governance Office. 
 
The Committee is responsible for monitoring the robustness of the policies and procedures developed, and the effective implementation of the disclosure framework. Furthermore, the Committee supervises the process of monitoring and reporting of conflict of interest & Related Party Transactions. The Committee is supported by the Group’s Corporate Governance Office. In conducting its role the committee coordinates closely with the Risk Committee and the Nomination & Remuneration Committee.
 
 

Members: 

  • Mr. Nasser Musaed Abdullah Al-Sayer
  • Mr. Hamad Abdul Aziz Al Hamad Al-Sager
  • Mr. Yacoub Yousef Abdulaziz Al-Fulaij 
  • Mr. Muthana Mohamed Ahmed Al-Hamad

Quorum:

A quorum of two Members is required to convene a meeting. A new meeting must be convened if this quorum has not been attained. Only Members of the Committee and the Secretary of the Committee shall be entitled to attend the Committee meetings. However, members of management or representatives and other specialists or professional advisors may be invited to attend meetings at the request of the Committee.
 

Nomination & Remuneration Committee

Role:

The Board Nomination and Remuneration Committee is responsible for the review of the Group’s remuneration framework and overseeing the Group succession plan formulation process, suggesting recommendations with respect to the Executive Management remunerations. In addition, the Committee is responsible for the nomination of potential members, on boarding and training of new members and training and raising the awareness of the Board of Directors.  The Committee also initiates and oversees the evaluation process of the Board and Committees. The committee is supported by the Group’s Corporate Governance Office. In conducting its role, the Committee coordinates closely with the Board Audit Committee and the Board Risk  Committee.
 

Members: 

  • Mr. Ghassan Ahmed Saoud Al-Khaled
  • Mr. Hamad Mohammed Al-Bahar
  • Mr. Emad Mohammed Al-Bahar

Quorum:

The quorum necessary for the Committee meetings is two members. Only members of the Committee and the Committee Secretary shall be entitled to attend the Committee meetings. However, members of management or representatives and other specialists may be invited to attend meetings upon request of the Committee.