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CIB Corporate Governance

 

​​​The Board is responsible for providing leadership for the institution. It ensures that the right strategy and controls are in place in order to deliver value to shareholders, employees and the community
 
One of our key strengths is our prominent Board of Directors, which is the ultimate decision-making body of the​ Bank. The Board is responsible for providing leadership for the institution. It ensures that the right strategy and controls are in place in order to deliver value to shareholders, employees and the community. ​​The Board is composed of seven members; two executive and five​ non-executive members with a diverse knowledge base and a balanced skill set that gives CIB a distinct competitive edge. The Board primarily focuses on long-term financial returns and the best interest of all CIB’s stakeholders: customers, shareholders and employees of the Bank, as well as the communities in which the Bank operates. Moreover, the Board’s role is to set the Bank’s values, strategy and key policies, along with pursuing and maintaining its long-term success. Such role is accomplished through providing entrepreneurial leadership, sound strategies and risk management oversight to ensure that risks are assessed and properly managed. The Directors meet at least six times per year for discussions on matters that are important to shareholders.​
 
Mr. Hisham Ezz Al-Arab
Chairman and Managing Director
Mr. Hisham Ezz Al-Arab has led CIB since 2002 as Chairman and Managing Director. Under his leadership, CIB expanded its leading position, grew its market capitalization from EGP 1 billion to 78.5 billion, and developed from a wholesale lender into the full-fledged financial institution it is today. His vision transcended financial performance to include the adoption of best practices in corporate governance, risk management, and building a modern banking culture. With these efforts, CIB’s stock is now viewed by the international investment community as a proxy stock for Egypt and the benchmark for its banking industry.
As Managing Director, Mr. Ezz Al-Arab along with the excellent and competent CIB Chief Executives and Management Team bring decades of experience and thought leadership that guide CIB’s direction in addition to oversee the day-to-day tasks of managing the Bank.
While directing this effort, Mr. Ezz AL- Arab is personally responsible for ensuring adequate and effective governance of the Bank through managing the Risk, compliance and legal departments.

In June 2016, Mr. Ezz Al-Arab received the Euromoney’s Award for Excellence for his “Outstanding Contribution to Financial Services in the Middle East”. In January 2015, he was awarded EMEA Finance African Banking Award “Best CEO in Egypt and Africa Region” for the year 2014 in recognition of the distinguished success of CIB in the banking sector under his leadership.

Mr. Ezz Al-Arab is the Chairman of the Board of Trustees of the CIB Foundation. He has also been a Director at MasterCard Middle East and Africa’s Regional Advisory Board since June 2007, in addition to being a principal member of the American Chamber of Commerce. For his distinguished work, he was elected as a member of the Board of Trustees for the American University in Cairo (AUC) in November 2012. In March 2013, Mr. Ezz Al-Arab was also elected as Chairman of the Federation of Egyptian Banks. In February 2014, he became a member of the Institute of International Finance Emerging Markets Advisory Council – EMAC.
Prior to joining CIB, Mr. Ezz Al-Arab led a reputable banking career as Managing Director of international investment banks in London (Deutsche Bank, JP Morgan and Merrill Lynch), Bahrain, New York, and Cairo.


Mr. Hussein Abaza​
Chief Executive Officer and Board Member
Mr.Abaza is a careered banker with more than 30 years of experience in the financial services industry — including both commercial banking and investment banking — and is well-known in the global financial community. From October 2011 until his appointment as CEO and Board member in March 2017, he was CEO for Institutional Banking at CIB. He has previously served as the bank's Chief Risk Officer and Chief Operating Officer and began his journey with CIB in 1985, when CIB was known as Chase National Bank of Egypt.

Outside of CIB, Mr.Abaza worked as Head of Research at EFG-Hermes Asset Management from March 1995 until October 1999. ​

Mr.Hussein Abaza graduated with a B.A. in Business Administration from the American University in Cairo in 1984, and has completed professional training in Belgium, Switzerland, London and New York.​​

Mr. Jawaid Mirza
Non Executive Board Member
Mr. Jawaid Mirza is the founder and president of Focalone Consulting Company Incorporation in Ontario, Toronto, Canada.  A strong proponent and practitioner of international corporate governance, well-versed in multi-country compliance.  Brings with him over 35 years of diversified experience and a solid track record in all facets of financial, technology, risk and operation management. In mid May 2013, he joined CIB Board and was delegated to assume the responsibilities of Managing Director overseeing the daily work of the following areas: Consumer Banking, COO, Finance Group, and IT.  In December 2013, he became a non-executive board member.
Recognized for realigning and returning to excellence and profitability, floundering business units and divisions, building collaboration across multiple jurisdictions for business and cultural change.  Extensive experience as a Director, takes a firm and resolute approach to leading board committees, allowing free and open discussion while keeping a tight rein on proceedings.  He has deep strategic planning experience partner with the board, multiple management levels and ethnic culture.  Shrewd business strategist and tactician, prepare and presents facts-based and compelling business cases with accuracy and thorough due diligence.  Analytical and patient, unravels complexity and combats skepticism leading the business through challenges, removing barriers to drive success and sharpen the competitive edge, in all economies and cultures.  Spearheaded numerous mergers and acquisitions, working alongside experts through due diligence to final negotiation, contractual conclusion, and blending of multicultural resources.  He has proven to be adaptive leader intuitive of international business protocol and cultural diversity, managing teams crossing multiple geographies.
Over the years, Mr. Mirza has worked with global institutions like Citicorp and ABN AMRO Bank. He started his career in Citibank as a Financial Controller in Pakistan, afterward serving in a variety of senior regional positions in ABN-AMRO in Central Eastern Europe, Europe, Central Asia, Middle East and Africa. He later moved to Hong Kong as Corporate Executive Vice President and CFO responsible for the Asian region and Australia/New Zealand. He has led successful due diligences for acquiring banks in Hungary, Taiwan, Thailand, Germany, France and Pakistan.
Mr. Mirza was a member of the Top Executive Group of ABN AMRO bank, and a member of ABN AMRO Group Finance Board as well as Group COO Board, and also served in Board of Directors with ABN AMRO Pakistan Ltd. He holds business management courses from reputable institutions including Queens Business School, Wharton Business School etc.  He currently serves in the Board of Directors of Eurobank Greece (Athens) as an independent board member and Chair of the Board Risk Committee.  He also served in the Board of Directors of Prime Bank, ABN AMRO Pakistan Ltd. post the acquisition and integration of Prime Bank.  He also served in the boards of non-profit organizations namely: Artistri Sud (Montreal), Humewood House (Toronto).  He is also a member of the Institute of Corporate Directors, Canada.
 
 
Mr. Yasser Zaki Hashem 
Non Executive Board Member
Mr. Yasser Hashem received his LL.B. from Cairo University in 1989.  He is the Managing Partner of Zaki Hashem & Partners since 1996 and Partner from 1989 to 1996.  He was admitted by the Egyptian Court of Cassation in 2007 and is a member of the Egyptian Society of International Law and the Licensing Executive Society.  The legal skills he has in corporate M&A and Capital Market, extended to the privatization of public sector entities, the inception of the private provision of telecom services in Egypt, and the promulgation of its laws, have placed him as a value veteran of the legal practice in Egypt.
With a special focus on the practice of corporate law, Mr. Hashem played a major role in the privatization of public sector entities in Egypt through his support to hundreds of restructurings, Capital Market Transaction incorporations of foreign and domestic companies and advising foreign and local investors on the most efficient vehicles and structures that suit their investment in Egypt.
Mr. Hashem’s legal skills were also extended to the telecommunication sector in Egypt throughout his contribution to the drafting and negotiation of all major telecom licenses including public payphones, mobile cellular networks, private data networks, satellite and
marine fiber optic cabling, etc.  His expertise in the telecom field led to his appointment by Ministerial Decree as Member of the New Telecommunication Act Drafting Committee.  In relation to the fields of M&A and Capital Markets, he was responsible for most of the IPO’s that took place in Egypt throughout the last decade and has reliably represented acquirers in all major tender offers and M&A transactions in Egypt.  Furthermore, he has led the largest four major multibillion US$ M&A transactions in Egypt post the January 2011 Revolution.
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.
 
 
Mr. Sherif H. Kamel
Non Executive Board Member
Dr. Sherif Kamel is the Vice President for Information Management, and is former founding dean of the American University in Cairo’s (AUC) School of Business (2009-2014).  He joined CIB’s Board of Directors in 2013.  Dr. Kamel was associate dean for executive education (2008-2009) and director of the management center (2002-2008). Before joining AUC, he was director of the Regional IT Institute (1992-2001) and managed the training department of the Cabinet of Egypt’s Information and Decision Support Center (1989-1992). His experience focuses on investing in human capital, and building and managing executive development institutions addressing IT, management, governance, entrepreneurial, and leadership issues.  Dr. Kamel is a member of the Egypt-US Business Council (2013-present) and a member of the AACSB International Middle East Advisory Council (2015-present).  He is an Eisenhower Fellow (2005).
Dr. Kamel holds a PhD in Information Systems from London School of Economics and Political Science (1994), and an MBA (1990) and MA in Islamic Art and Architecture (2013) from AUC. His research and teaching interests include IT transfer to developing nations, IT management, electronic business, and decision support systems.  Dr. Kamel received a number of organizational leadership awards for serving the IT community from the Cabinet of Egypt (2011), BIT World, Mexico (2000) and Information Resources Management Association, USA (1999).  He also received AUC Distinguished Alumni Faculty Service Award (2014), the UNDP National Human Resource Development Award (2014), the School of Business Leadership Award (2013), the AUC President’s Catalyst of Change Award for Citizenship and Service (2013).
 
 
Mr. Mark Richards
Non Executive Board Member
Chairman of IPGL Limited.  As the Chief Executive of IPGL Ltd., the principle shareholder of Exotix, Mark brings considerable expertise in navigating frontier and emerging markets, most recently as Partner and Global Head of Financial Services at Actis, one of the world’s leading and most ethical emerging market private equity groups focused on Africa, Asia and Latin America.  He has Global responsibility for making and leading investments in fast growth financial services groups, and in ensuring good governance.  During 11 years at Actis, Mark was responsible for building many successful companies, including the market leading Brazilian brokerage XPinvestmentos.
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 29 years of global experience in Banking and Financial Services (including Uk, Africa and Asia), Mark serves as Non-Executive Director for a number of companies, including Egypt’s leading private sector bank CIB, where he chairs the Risk Committee.  He has a first class degree from Oxford University in modern history and economics.
He completed the Accelerated Development Program from London Business School, and Group Level Strategy from Ashridge Management College. He also attended the Leading Professional Services Firms Program at Harvard Business School.
 
 

Mr. Bijan Khosr​owshahi
Non Executive Board Member
President & CEO, Fairfax International

Mr. Bijan Khosrowshahi 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’s International insurance presence outside North America.  Bijan also represents Fairfax’s interests as a board member in Gulf Insurance Group k.S.C.P. and 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 United Arab Emirates, as well as Jordan Kuwait Bank in London, and BRIT Limited in the United Kingdom.
Prior to joining Fairfax, Bijan was the President & CEO of Fuji Fire & Marine Insurance Company Limited, 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 began a major reform of the company after investment by its major shareholders American International Group (AIG) and ORIX Corporation. Bijan was elected President in June 2004 and successfully implemented a turnaround strategy to return Fuji to profitability and growth through 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 until 2001, Bijan, as the Vice Chairman and Managing Director of AIG Sigorta based in Istanbul, Turkey, was involved in negotiating strategic alliances and joint ventures with Turkish conglomerates and working with governmental regulators to improve support for new product introductions for 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.  Bijan also held various underwriting and management positions with increasing responsibilities at AIG’s headquarters in New York since joining AIG in 1986.
Bijan 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 has served on the board of 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 on 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.

Board Committees

​​​​CIB’s Board of Directors has eight standing committees that assist the Board in fulfilling its responsibilities. Accordingly, the Board is provided with all necessary resources to enable them to carry out their duties in an effective manner. Each committee operates under a written ​charter that sets out its responsibilities and composition requirements​:​

Audit Committee
Supervising the quality and integrity of CIB's financial reporting
The Committee’s mandate is to ensure compliance with the highest levels of professional conduct, reporting practices, internal processes and controls. Consistent with the interests of all stakeholders, the Audit Committee also insists on high standards of transparency and strict adherence to internal policies and procedures. In performing its critical functions, the Committee is cognizant of the important role CIB plays in the Egyptian financial sector as a leader in all of the aforementioned areas.

The Governance and Compensation Committee
Responsibility for corporate governance of CIB as well as Responsibility for the Board's performance evaluation, compensation and succession planning
The Governance and Compensation Committee (GCC) is an integral part of the overall responsibilities of the Board of Directors. As such, and in line with CIB’s corporate governance framework, the GCC is responsible for establishing corporate governance standards, providing assessment of Board effectiveness and determining the compensation of members of the Board. The Committee also determines the appropriate compensation levels for the Bank’s senior executives and ensures that compensation is consistent with the Bank’s objectives, performance, and strategy and control environment.

The Risk Committee
Supervising the management of risk of CIB
The primary mission of the Risk Committee is to assist the Board in fulfilling its oversight risk responsibilities by establishing, monitoring and reviewing internal control and risk management systems to ensure the Bank has the proper focus on risk. It also recommends to the Board the Bank’s risk strategy with all its associated limits.

The Management Committee
Responsible for the execution of the Bank's strategy
The Management Committee is responsible for executing the Bank’s strategy as approved by the Board. It manages the day-to-day functions of the Bank to ensure alignment with strategy, effective controls, risk assessment and efficient use of resources in the Bank. The committee adheres to high ethical standards and ensures compliance with regulatory and internal CIB policies. The committee also provides the Board with regular updates regarding the Bank’s financial and business activity reports as well as any key issues.

The High Lending and Investment Committee
Responsible for asset allocation, quality and development
This is an executive committee currently chaired by the Chairman and Managing director, and composed of other 5 key senior executives. The HLIC is responsible for managing the asset side of the bank's balance sheet in terms of discussing and approving credit and investment decisions of amounts exceeding EGP 5 million. As per its mandate, the committee convened weekly.

The Affiliates Committee (AC)
Established in 2013, the AC's responsibilities include setting affiliates' strategic goals, proposing investment/divestment decisions to the Board, and approving annual/interim reviews, and capital increase/redemption decisions. The committee is composed of an executive board member, as committee chairman, and 4 key senior executives.​
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Sustainability Advisory Board
The Sustainability Advisory Board, as part of the Sustainability governance (with Sustainability Steering Committee and Sustainability Development department) that was chartered in March 2013, acts on behalf of the Board in all sustainability-related efforts. The Sustainability frameworks, roadmaps, strategies, international affiliations, and initiatives that are developed by the Sustainability Development department are presented for prioritization to the Sustainability Steering Committee to be finally approved by the Sustainability Advisory Board.
 
 
The Operations and IT Committee
Responsible for assisting the Board in overseeing Bank operations and technology strategy as well as Operations and Technology Risk
The Committee is appointed by the Board of Directors to assist the Board in its oversight of: ​- The Bank’s operations and technology strategy and significant investments in support of such strategy and –as well as Operations and Technology Risk.