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.
Corporate governance issues rate high within CIB, both in terms of aligning the interests of shareholders and managers and the monitoring of management through information disclosure and transparent reporting. CIB adopted a sound and effective system of corporate governance best practice, comprising highly professional executive directors and senior management, competent board committees, independent non-executive directors of experience and integrity.
Our corporate governance framework ensures that timely and accurate disclosure occurs with respect to material matters regarding the Bank, its ownership, operations and financial performance. It also advocates the equal treatment of all shareholders with sound protection to their voting rights. CIB has a practice of changing auditors every five years to ensure objectivity and to benefit from new practices.
Another important strength is CIB’s board composition. The Board is comprised of a majority of non-executive directors who play key roles. The varied expertise of the non-executive directors has created an unusually strong combination of directors, all with relevant knowledge and balanced skills and experience.
The Board of Directors
The Bank’s management structure is based upon the centralization of controls at the head office and at the top management level. The management of the Bank’s business takes guidance from the Board of Directors, which sets the overall strategy and approves all operating policies.
CIB’s BoD currently consists of two executive and seven non-executive members with various expertise. When a board seat is vacant, the Compensation and Governance Committee i s responsible for nominating a member, subject to the board’s consent, who is then formally appointed after gaining approval at the General Assembly and the Central Bank of Egypt. The Directors meet at least four times per annum.
In July 2009, Ac t i s , a n emerging market private equity specialist acquired 50% of the stake originally held by the Ripplewood consortium in CIB. In December 2009, New Yorkbased Ripplewood has sold its remaining residual stake in CIB and thus marking the successful transition of strategic partnership to be with Actis, who is now the single largest shareholder in CIB. The two seats on the board representing the Ripplewood consortium are now vacant.
Accordingly, the Board of Directors in its new and expanded form consists of the following individuals
Mr. Hisham Ezz Al-Arab
Chairman and Managing Director
MC1 …C
Hisham Ezz Al-Arab joined CIB in 1999 as Deputy Managing Director and was elected Chairman and Managing Director in September 2002. Mr. Ezz Al-Arab has had a wide experience of more than 30 years in global banking activities gained in senior positions at Merrill Lynch, JP Morgan and more recently Deutsche Bank throughout the United Kingdom.
Mr. Ezz Al-Arab has a directorship of the South Asia, Middle East & Africa Region Advisory Board of MasterCard Incorporated. In addition, he is a member of the Court of Honor in the Ministry of Justice of Egypt, the Industrial Modernization Center as well as principal member in the American Chamber of Commerce. Mr. Ezz El Arab is also a member of the board of trustees in the General Association for Social Solidarity- Ministry of Social solidarity, Arab Republic of Egypt and the chairman of the Financial Markets Association (ACI).
Mr. Essam El Wakil
Member and CEO Institutional Banking
RC…M, MC…M, HLIC…C
Mr. El Wakil is a prominent banker having over 35 years of experience in various financial areas including, Treasury & Capital Markets, Corporate, Project & Trade Finance, Islamic Banking and Investment Banking. He commenced his career in 1976 with the National Bank of Egypt, followed by Arab International Bank, Egypt. Since 1980, Mr. El Wakil spent 28 years with Arab Banking Corporation (ABC) Group in Bahrain, London, New York, Singapore and Egypt. During his last 10 years in Bahrain, between 1996 and 2006, he held several senior banking positions and directorships in both Islamic and Commercial banks in various centers in the MENA and GCC region. In his last role with ABC, he served as the CEO and Managing Director of ABC Egypt.
In April 2008, he was elected as a board member of the Egyptian Federation of Banks.
Mr. El Wakil joined CIB in 2008, as the CEO Institutional Banking and Board Member. In May 2009, Mr. El Wakil was appointed as the Chairman of the Investment Banking subsidiary of CIB, CI Capital. In August 2009, was appointed as Deputy Chairman American Chambers of Commerce, Banking Committee.
Mr. Mahmoud Fahmy
Member
AC…M, GCC…M
Counselor Fahmy is a renowned Egyptian lawyer and international arbitrator. Previously, he was the Chairman of Egyptian Capital Markets Authority, the General Authority for Investments and the Secretary General of the National Counsel.
Dr. William Mikhail
Member
AC…C
Dr. Mikhail is currently professor of econometrics at the American University in Cairo (AUC), and has been member of CIB’s Board since 1997. He obtained his Ph.D. from the London School of Economics, London University, in 1969. Together with his academic career, Dr. Mikhail also worked with international consulting firms and as a U.N. consultant on econometric modelling and economic policy analysis in many countries for more than two decades. He published extensively in econometric theory and applied econometrics in international journals, and supervised many Ph.D. and M.A. theses both in Cairo University and the American University in Cairo.
Dr. Nadia Makram Ebeid
Member
GCC…C
Dr. Nadia Makram Ebeid is the Executive Director of the Center for Environment and Development for the Arab Region and Europe (CEDARE), an international diplomatic position she assumed since January 2004. For a period of five years starting 1997, Dr. Ebeid was Egypt’s first Minister of Environment becoming the first woman to assume this position in the Arab World. Earlier in her career, Dr. Ebeid assumed several managerial posts with the United Nations Development Program (UNDP), the United Nations Food and Agriculture Organization's Regional Office for the Near East, Council for Environment and Development Research. In support of her role in environmental policy and advocacy, Dr. Ebeid was awarded numerous awards of recognition and distinctions from local and international NGOs, leading institutions and associations
Mr. Walid Shash
Member
RC...M
Mr. Walid Shash is currently the Head of the MENA Institutional and Private Wealth Management Business, Union Bancaire Privée (UBP) Geneva. Since his graduation in 1982 with a BA in Economics and Business Administration from the American University in Cairo, Mr. Shash has served in a number of renowned financial institutions; namely, Misr American International Bank, Union des Banques Arabes et Français (UBAF), Paris, Lehman Brothers and Prudential Securities in Geneva.
Ambassador Frank G. Wisner
Member
GCC... M
Ambassador Frank G. Wisner is the international affairs advisor to Patton Boggs LLP, a full-service firm with a national presence in every major area of legal representation. Prior to joining Patton Boggs, Mr. Wisner served as Vice Chairman of the American International Group (AIG), external affairs, following his retirement from the U.S. government with the personal rank of Career Ambassador, the highest grade in the Foreign Service.
Mr. Wisner joined the State Department in 1961 and served in a variety of overseas and Washington positions during his 36-year career. Among his other posts, Ambassador Wisner served successively as U.S. Ambassador to Zambia, Egypt, the Philippines and India.
Currently, he is on the board of the U.S. India Business Council. Mr. Wisner is a member of the Boards of Directors of EOG Resources, an oil and natural gas exploration and production company and Ethan Allen, a large furniture manufacturer. He has been a member of the Board of Directors of the Pharaonic American Life Insurance Company (ALICO) in Egypt since 2007. He is a senior advisor at Kissinger Associates. Mr. Wisner is Vice Chairman of the Business Council on International Understanding. His non-profit board affiliations include, but are not limited to: Rockefeller Brothers Fund, the American University in Cairo, Princeton University’s Middle Eastern Affairs Advisory Board and the advisory board at Columbia University’s SIPA.
Dr. Medhat Hassanein
Member
AC…M
Dr. Medhat Hassanein, Egypt’s former Minister of Finance (1999 - 2004), is currently a professor of Finance and Banking with the Management Department of the School of Business, Economics & Communication at the American University in Cairo.
Dr. Hassanein is a senior policy analyst with long experience in institutional building, macro-policy analysis, financial economic, corporate finance and international financial management. He has previously served as advisor to government, high-level advisory bodies and the donor community. During his term as Minister of Finance, he developed and instituted the second generation set of fiscal public policy reforms for the government of Egypt. Dr. Hassanein has also served as Chairman and Board Member in public holding companies, private corporations and many renowned banks in Egypt, last of which was HSBC Egypt (2004 - May 2009) where he chaired its Audit Committee.
Mr. Paul Fletcher
Member
GCC... M
Paul Fletcher is Senior Partner of Actis, leading the firm from its London headquarters. Actis currently has US$4.8bn funds under management, with over 100 investment professionals on the ground in 9 offices worldwide.
Mr. Paul Fletcher joined Actis in 2000. Originally a banker with Cargill, and Banker’s Trust, Mr. Fletcher moved into corporate finance in the early 1990s with a role at Citibank.
At Citibank, Mr. Fletcher led the East African operations, becoming Head of Emerging Markets Strategic Planning. Paul’s career has spanned Kenya, Tokyo, New York, and London, he has two decades of experience in the emerging markets.
Mr. Paul Fletcher is a Founding Director of the Emerging Markets Private Equity Association (EMPEA).
Mr. Fletcher has a Masters in Geography from Oxford University.and African Studies, and a trustee of the African Wild Life Association.
Senior Advisor to the Board
Mr. Robert Willumstad
RC…C, GCC…M
Due to personal commitments and corresponding time constraints, Mr. Robert Willumstad has reluctantly opted to step down from his role as a non-executive member on CIB board of directors. Fortunately, Mr. Willumstad has kindly accepted to continue providing his expertise as a “Senior Advisor” to the board, as well as a member in the Risk and Governance and Compensation committees, starting February 2010.
Robert Willumstad is the former Chairman and CEO of AIG and until recently served as President and Chief Operating Officer of Citigroup and was a member of its Board of Directors. After 20 years with Chemical Bank, and 11 years with Commercial Credit and its successor companies, in October 1998, Mr. Willumstad played a critical role in creating Citigroup, a history making combination of the former Travelers Group and Citicorp. After serving as the Head of Global Consumer Lending, Mr. Willumstad was the Chairman and CEO of Citigroup’s Global Consumer Group from 2000 to 2003, where he led all consumer businesses, including credit cards, consumer finance and retail banking. In addition, he had oversight of Citigroup’s consumer operations in Western Europe, Japan and Mexico.
Mr. Willumstad was named President of Citigroup in 2002, and joined its Board of Directors in 2003; he became Citigroup’s Chief Operating Officer in October 2003. He is a Director of MasterCard Incorporated/MasterCard International Incorporated and Habitat for Humanity International. He is a trustee of the American Scandinavian Foundation and Adelphi University.
The Board of Directors’ Committees
To assist the Board in the discharge of its responsibilities, the Board has established the following subcommittees.
Audit Committee
The Committee’s mandate is to ensure compliance with the highest levels of professional conduct, reporting pract ices, inter nal processes and controls. Consistent with the interests of all stake holders, 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
The Governance and Compensation Committee (GCC) is an integral part of the overall responsibilities of the Board of Directors (BoD). 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 and performance, strategy and control environment.
The Risk Committee
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 that 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
The representatives of the Management Committee are the Chairman, the CEO of Institutional Banking, the CEO of Consumer Banking and the COO. They meet exclusively without the attendance of the Bank’s executive officers. The management committee is responsible for setting the overall strategy as well as the financial and operational performance of the Bank.
The High Lending and Investment Committee
The committee’s prime mandate is to focus on the credit and investment decisions of the Bank. It is composed of the Bank’s top executives that regularly review and decide on the credit facilities, equity investments as well as focusing on the asset quality, allocation and its development. They are responsible for taking decisions with an executive or administrative nature, therefore allowing the BOD to focus on strategies and growth opportunities and in turn decreasing inherent conflicts of interest.
References:
Audit Committee.....AC
The Governance and Compensation
Committee.....GCC
Risk Committee.....RC
Management Committee.....MC
High Lending and Investment Committee.....HLIC
Chairman.....C
Member.....M