Board Risk Committee
Formed: 12 May 2015
Term: Membership period is the same as the term of the Board of Directors, and not more than three years, renewable.
Responsibilities:
The responsibilities of this committee include reviewing and adopting risk strategies, risk management and overall risk governance and submitting them to the Board for final approval. The Committee shall ensure that the Company does not exceed the risk tolerance levels approved by the Board and that any irregularities in this regard shall be submitted to the Board.
The responsibilities of this committee include reviewing the risk management structure of the company, the tasks, responsibilities and methodologies prepared and making recommendations to the Board for approval on an annual basis. The Committee reviews and ensures the adequacy of the risk management function, ensuring the availability of resources and infrastructure, and the efficiency of information systems and access to information in such a way that the risk management function can effectively assume the functions entrusted to it.
The responsibilities and authorities of the committee have been defined in the internal charters according to the applicable laws and regulations.
Achievements of BRC during 2019
- Reviewed and discussed the risk management quarterly report for the Group and its subsidiaries and defined a work methodology to ensure the reduction of the impact of risks. The committee also reviewed the management activities on a quarterly basis.
- Conducted a study of the Group’s cybersecurity risks and developed a cybersecurity strategy for 2019-2021. Instructed management to contract with cybersecurity specialists to ensure maximum levels of protection to reduce cyber risks.
- Approval of the Risk department’s plan for the year 2020.
- Organized an annual risk conference in Bahrain to discuss aspects of cooperation between subsidiaries.
Assessed all kinds of risks in subsidiaries and worked to reduce their impacts.
Committee Members:
Saud Ahmed Abdulkarim Al Nahari (Committee Chairman)
Bader Nasser Al-Kharafi
Talal Said Al Mamari
Yousef Khaled Al-Abdulrazzaq
Number of committee meetings in 2019: 4
NO. 1/2019
13/2/2019
NO. 2/2019
2/5/2019
NO. 3/2019
31/7/2019
NO. 4/2019
6/11/2019
(Committee Chairman)
Board Audit Committee
Formed: 9 June 2011
Term:Membership period is the same as the term of the Board of Directors, and not more than three years, renewable.
Responsibilities:
The Committee’s responsibilities include assessing the adequacy of internal control systems applied within the Company and preparing reports containing the Committee’s opinion and recommendations in this regard, including: 1. Data Protection. 2. Accounting and financial control tools and business risk management control system. 3. Effectiveness of the overall governance framework. 4. legal and ethical compliance, and appointment of external consultants if required.
The Committee is also responsible for the technical supervision of the internal audit function at the company in order to ensure its efficiency in the tasks entrusted to it by the Board. In addition, the Committee reviews and evaluates the performance of external auditors and makes recommendations about their services to the Board.
The Committee reviews the periodic financial statements before submitting them to the relevant regulators, in addition to the supporting notes and disclosures in the report and ensures that they reflect the appropriate accounting standards and principles.
Achievements of BAC during 2019
- Monitored the work of the Internal Audit Department for 2019.
- Reviewed and audited the Group’s financial statements on a quarterly basis, discussed it with executive management, and provided recommendations to the Board.
- Reviewed Internal Audit reports and submitted them to the Board for discussion and to determine the action plan accordingly.
- Met with the external auditor on a quarterly basis to review and discuss the external auditor’s report on the financial and operating performance of the Group.
- Approved the Internal Audit Plan for 2019.
- Prepared the Audit Committee report, which shall be read by the Chairman of the Board during the General Assembly.
- Evaluated the performance of subsidiaries’ CEOs in resolving high-risk issues. Their annual performance evaluation and remuneration was linked to it and reported to the management.
Followed-up with the internal audit function on a quarterly basis and worked on the implementation of corrective measures of the observations contained in the reports.
Committee Members:
Martial Antoine Marcel Caratti (Committee Chairman)
Nigel Kevin Govett
Abdulrahman Mohammad Ibrahim Al Asfour (Independent)
Yousef Khaled Al-Abdulrazzaq
Number of committee meetings in 2019: 5
NO. 1/2019
12/2/2019
NO. 2/2019
19/3/2019
NO. 3/2019
9/5/2019
NO. 4/2019
30/7/2019
NO. 5/2019
5/11/2019
Board Nominations and Remunerations Committee
Formed: 12 May 2015
Term: Membership period is the same as the term of the Board of Directors, and not more than three years, renewable.
Responsibilities:
This committee is responsible for nominating and re-nominating members of the Board of Directors and the Executive Management. It also conducts an annual review of the required skills and competencies in the Board and Executive Management, considering the Company’s approved strategic objectives and corporate governance rules issued by the Capital Markets Authority. In coordination with the Executive Management, the Committee shall prepare the succession plan for the Executive Management, including emergency cases or unexpected vacancies to ensure the sustainability of the company’s business
The Committee maintains a training system to develop the skills of employees. The committee also evaluates the performance of the executive management and facilitates the evaluation of the Board of Directors. The Committee also plays a key role in the remuneration of the Board and the Executive Management in accordance with applicable rules and regulations.
Achievements of BNRC during 2019
- Approved the mechanism for calculating and distributing annual remuneration for executive management.
- Discussed and approved the evaluation mechanism of the Board and agreed to appoint an external party to conduct the evaluation.
- Approval of a number of training programs for Board members.
Proposed the Board remuneration and submitted it to the Board for approval, which will ultimately be approved by the AGM.
Committee Members:
Mehdi Mohamed Jawad Abduwani (Committee Chairman)
Bader Nasser Al-Kharaf
Talal Said Al Mamari
Abdulrahman Mohammad Ibrahim Al Asfour (Independent)
Number of committee meetings in 2019: 1
NO. 1/2019 13/2/2019
(Committee Chairman)
Relationship between the Board of Directors and the Executive Management
There is a productive relationship between the Board of Directors and executive management, which is crucial for effective decision-making. The Board and executive management work to achieve the company’s vision and goals. The business culture in the company is based on trust, respect and a clear mutual understanding of the roles that allow each party to manage responsibilities, contributions and expectations. This relationship depends on open and timely communication in both directions.
The nature of the relationship and the responsibilities of the Board and the executive management have been defined in the company’s internal policies and regulations. Principles of good governance have been reflected in internal policies such as the separation of power between the Board and the executive management to ensure independence. This will also help both parties achieve a constructive and effective culture and preserve it in the best interests of the company and its stakeholders.
Board members rely on executive management to provide all the essential information necessary to make decisions in a timely manner, enabling them to fulfill their obligations effectively. The Board also expects management to seek advice and benefit from the experience of Board members when needed. Likewise, the Board has confidence in the executive management to implement the strategy and achieve the results. Members of the executive management depend on the Board to define the vision, objectives, and scope of authority, clearly. The Board evaluates the performance of the executive management and provides constructive criticism.
The Board appoints the CEO of the company who in turn performs the daily management of the Group in accordance with the principles and policies presented by the Board. The CEO leads the Group’s operations mainly through the policies and instructions related to the company’s operations. All updates are regularly communicated from the management to all employees to ensure a unified application of the Group’s policies, principles and instructions that aim to protect the rights of stakeholders.
The Board holds periodic meetings with the executive management to discuss the course of the work and its constraints and problems. The Board also reviews and discusses important information related to the company’s activity, and accordingly, performance standards are set for the executive management that are consistent with the goals and strategy of the company.