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CIB Corporate Governance

 

We at CIB strongly believe that the concrete principles of Corporate governance are a crucial factor not only in gaining investors' valued trust, but also in sustaining it. Based on this belief, our Bank has, for years now, consistently followed numerous codes and values derived from the core of Corporate Governance. In fact, CIB laid out the foundations of good governance many years ago, and those have come to form the framework around which our five-year plan revolves.

Striving for the best interests of our shareholders guides everything we do at CIB, and we have therefore established a sound reporting system that ensures the dissemination of material information in a timely, transparent, and accurate manner. The Bank continues to uphold its mandate of creating value for its shareholders, something we are firmly committed to in the present and in the future.

We take pride in our strong Corporate Governance structures, which include an experienced team of senior management professionals, competent board committees, as well as a distinguished group of non-executive directors, who believe that the mandated laws and rules that govern business activities can never substitute ethical behavior and voluntary compliance.

To ensure having an effective governance structure, the Board liaiseS with and support the internal control functions (Risk, Compliance and Internal Audit). Both the Board and Senior Management constructively use the outcome of the work conducted by these functions, and use their gap analysis reports and findings to take the necessary corrective action. 

CIB’s Board effectively utilizes the work carried out by the appointed external auditors to ensure that the Bank adheres to all the regulatory requirements. CIB external auditors are appointed every five years in order to ensure objectivity, and in adherence to the CBE instructions. 

The Board of Directors

 

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 eight members; one executive and seven 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.​

Board Committees

CIB's board of directors has seven standing committees that assist in fulfilling its responsibilities; five non-executive and two executive committees. Each committee chairperson is responsible for briefing the board of directors on the major issues raised by the committee that he or she chairs



 
 
 
 
 
Mr. Sherif Samy
 
Non-Executive Chairman

Mr. Sherif Samy is an experienced senior executive and advisor in the areas of financial markets and services in addition to investment and corporate governance. He is currently non-executive chairman of a real estate asset management company and serves on the boards of directors of the state’s project finance arm (the National Investment Bank), the Universal Health Insurance Authority, in addition to several listed and privately held companies in the education, venture capital, fund management and private equity sectors. Additionally he is a member of the Investment Board of the National Pension Fund and of the International Advisory Board of the UAE Securities & Commodities Authority.

Mr. Samy has served a four year term (ending 2017) as Chairman of Egypt’s independent non-banking financial regulatory authority (FRA) where he achieved a major legislative and regulatory leap in capital markets, insurance, mortgage, leasing, private pensions, factoring and microfinance. 

He served on the board of the Central Bank of Egypt (2013 – 2017), its Monetary Policy Committee and Chaired its Audit Committee. He was also Chairman of the Financial Services Institute, the Egyptian Institute of Directors and a member of the board of the country’s National Payment Council and its Anti Money Laundry Unit. 
In 2014, Mr. Samy was the first Egyptian to be elected to the board of the International Organization of Securities Commissions (IOSCO); he was reelected for a second term in 2016. He was also elected president of the Union of Arab Securities Authorities in 2016 / 2017.

Prior to that, he was the Managing Director of Banque Misr’s investment arm “Misr Capital” and a board member of Banque Du Caire. Starting from 2007, he was appointed for several consecutive terms to the board of the investment promotion agency (GAFI).

Mr. Samy started his professional career with global consulting firm Accenture, where he worked in its Chicago, Riyadh and Beirut offices.  He graduates from Alexandria University’s Faculty of Commerce with high distinction, and attended numerous executive programs at leading business schools in the US and Europe in the areas of strategy, management and investment.



Mr. Hussein Abaza​
 
Chief Executive Officer and Board Member

 
Mr. Hussein Abaza leads strategy and operations at Commercial International Bank (Egypt), an institution with 6,900 employees serving more than 1.4 million active customers, including Egypt’s 500 largest corporations, online and at 207 branches, 1,012 ATMs and 16,252 points of sale nationwide. 

Mr. Abaza has been Chief Executive Officer and a member of the Board of Directors since March 2017. He assumed this position after a six-year run as CEO Institutional Banking. Prior to this, Hussein was the bank’s Chief Operating Officer and from 2001 until 2010, its Chief Risk Officer responsible for managing credit, market, and operational risk across CIB. 

Mr. Abaza is also a member of the bank’s award-winning investor relations program, which has helped CIB grow from a market capitalization of EGP 10.8 billion in 2008 to EGP 120 billion as of December 2019. 
Previously, he served as Head of Research and then Managing Director at EFG Hermes Asset Management from 1995 until his return to CIB in 2001.

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



Dr. Amani Abou-Zeid
Lead Director 
Non-Executive Independent Director

 

Dr. Amani Abou-Zeid isthe African Union Commissioner in charge of Infrastructure, Energy, ICT and Tourism (twice elected by African Heads if States and Governments). For more than 30 years, Dr Abou-Zeid has served in leadership positions in international organisations and has amassed a remarkable mix of experience from across continents and stakeholders.

She has managed AfDB largest operational portfolio and implemented national and continental multi-sectoral development programmes, including implementing the world's largest solar power plant. She launched the Single African Air Transport Market, African Single Energy Market, First African Digital Transformation Strategy as well as developed the second 10-year Programme for Infrastructure Development in Africa - thus, delivering on major continental programmes and initiatives for African Integration under African Union Agenda 2063.

An Egyptian national, Dr Abou-Zeid has a multi-disciplinary education: Electrical Engineering, Cairo University; MBA, Université Senghor; MPA, Harvard University; and Ph.D. Social and Economic Development, The University of Manchester.

Dr. Abou-Zeid was selected multiple times one of the Most Influential African Women, and one of the Most Reputable Africans; She was decorated the Wissam Alaouite from HM King of Morocco; she was named "Personalité d'avenir" by France, and received the "Outstanding Alumni Award" from the University of Manchester, UK — some of numerous international awards and recognitions:

Dr Abou-Zeid is member of the prestigious Global Leaders Broadband Commission for Sustainable Development, the Global Commission for Urgent Action on Energy Efficiency as well as of the Stewardship Board for System Initiative on Shaping the Future of Energy.

Dr. Abou-Zeid sets the example for women in STEM and in leadership and decision making positions and is long named and recognised as champion of gender equality and women empowerment.

Dr. Abou-Zeid is passionate about classical music, plays piano, is a certified alpinist and competes to top positions in desert car rallies - among other interests and activities.



Mrs. Magda Habib
Non-Executive Independent Director

 
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 was also 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.


Mr. Paresh Sukthankar
 
Non-Executive Independent Director

 
Mr. Paresh Sukthankar has been a banker for over three decades. He was part of the core team that founded HDFC Bank in 1995 and helped build it into one of India’s leading, most respected financial institutions. At HDFC Bank, he contributed in various key areas including Credit, Risk Management, Finance, Human Resources, Investor Relations, Corporate Communications, Corporate Social Responsibility and Information Security. He also led the teams for HDFC Bank’s two acquisitions and for its equity capital issuances in the domestic and international markets. Mr. Sukthankar was inducted on the bank’s Board as Executive Director in 2007 and was elevated to the post of Deputy Managing Director in 2014. Mr. Sukthankar resigned from HDFC Bank in 2018.

Mr. Sukthankar has been a member of various Committees formed by Reserve Bank of India and Indian Banks’ Association. Prior to joining HDFC Bank, Mr. Sukthankar worked in Citibank for over 9 years from 1985 to 1994, in various departments including corporate banking, risk management, financial control and credit administration. Mr. Sukthankar is currently Lead Partner in Sanaksh Advisors LLP, a firm that provides advisory services to private equity, venture capital and other entities.

Mr. Paresh Sukthankar is a Bachelor of Commerce (B. Com) from Sydenham College and a Masters in Management Studies (MBA) from Jamnalal Bajaj Institute of Management Studies, University of Mumbai. He has also completed the Advanced Management Program (AMP) from Harvard Business School.



Mr. Rajeev Kakar 
 
Non-Executive Independent Director

 

Mr. Rajeev Kakar  is a seasoned banker, business founder, entrepreneur, and Corporate Board Member with over three decades of global banking experience and expertise in financial services, especially in Emerging Local Corporate/Commercial/MSME/Retail Banking, across multiple countries globally with focus on high-growth emerging markets in the Asia Pacific/China, Europe, Indian Sub-Continent, MENA/GCC, and Central/Eastern Europe regions. 

Mr. Kakar has a strong track record of successfully operating large banks, financial institutions and leading business turnarounds, with a demonstrated ability to conceptualize and execute multi-country business strategies, lead acquisitions and business/digital transformations, launch green-field financial services businesses, and deliver profitability over a sustained period, while contributing to the community and actively serving on several prominent boards across different countries.

He started his career at Citibank NA where he worked for two decades and in his last role was the Regional CEO - Turkey/Middle East/Africa region until 2006. He moved as the Global Co-Founder of Fullerton Financial Holdings, Singapore where he served for 13 years on the Global Management Board as its Executive Vice President and Global Head of Consumer Banking, and the CEO- CEEMEA region of Fullerton Financial from 2006-2017. While doing this role, he simultaneously also was the founder of Dunia Finance LLC, Fullerton's UAE subsidiary, which he operated as its Founder Managing Director and CEO until 2018. 

Mr. Kakar also serves on several Bank and Financial Institution boards - namely, Eurobank Ergasias SA (Greece), Gulf International Bank (GIB Bahrain), Gulf International Bank (GIB Saudi Arabia), Commercial International Bank (Egypt), UTI Asset Management Company (India), and Satin Credit Care Networks (India). He is also a member of the Global Advisory Board of the University of Chicago's Booth School of Business since 2009. 




Mr. Jay-Michael Baslow 
Non-Executive Independent Director

Mr. Jay-Michael Baslow brings to the Board a variety of banking experience acquired during the past four decades. Mr. Baslow spent the last 16 years of his career in Risk Management at J.P. Morgan covering a range of sectors. Prior to his 2019 retirement, he was the Head of EMEA Risk Management for the bank’s Wealth Management organization and the Chief Risk Officer of J.P. Morgan International Bank Ltd, its London-based private bank. Prior to that, Mr. Baslow worked in Credit Risk Management, covering a variety of corporate and financial sectors and EMEA regions, including over three years based in Dubai as the Head of MENA Credit Risk and then returning to London as the Head of EMEA Emerging Markets Credit Risk.

During the late 1990s, Mr Baslow was an investment banking client executive at Chase Securities, covering global telecommunications operators and equipment manufacturers from the bank’s New York headquarters. Mr Baslow started his career with Chemical Bank in the 1980s, first as a technologist and then as a real estate investment banking analyst.

In addition to his banking experience, Mr. Baslow was a strategy consultant in the Media & Telecoms industry at Booz Allen & Hamilton; co-founded Frictionless Commerce Incorporated, a strategic sourcing software startup in Cambridge, MA, where he was Chief Financial Officer and a member of the Board; and was the Associate Dean for Resource Development at Harvard Medical School, overseeing the major gifts and planned giving operations.
Mr. Baslow received a BA in Mathematics from the University of Pennsylvania and an MBA in Finance from The Wharton School.


Mr. Tarek Abdel Hamid Rouchdy
Non-Executive Independent Director


With four decades of experience with local, regional and international banks and financial institutions, Mr. Rouchdy brings a wealth of knowledge and experience in internal audit, controls and risk management. He currently manages his consulting firm and is a Commissioner of the UK's Independent Commission for Aid Impact.

Mr. Rouchdy's professional career spans over Egypt, Europe, Africa and the Arab region. He is a former Head of Internal Audit at the European Bank for Reconstruction & Development and of the African Development Bank. He also worked at the Italian International Bank in London and the Bank of Nova Scotia among others.

Mr. Rouchdy holds a bachelor's degree of Arts in Economics from the American University in Cairo, he is an Associate of the Chartered Institute of Bankers, An Associate and Fellow of the Chartered Association of Certified Accountants, in addition to holding a Diploma in Corporate Treasury Management from the Chartered Institute of Corporate Treasurers.


 

The Board of Directors' Committees

CIB's BoD has seven standing committees that assist in fulfilling its responsibilities. Accordingly, the BoD is provided with all necessary resources to enable members to carry out their duties in an effective manner. Each committee operates under a written charter that sets out its responsibilities and composition requirements and the committees report to the BoD on a regular basis. Separate committees may be set up by the BoD to consider specific issues when the need arises.


Non-Executive Committees

Committee

Key Responsibilities

Members

The Audit Committee

Supervising the quality and integrity of CIB's financial reporting

 

The committee was established to provide 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, in addition to the quality of the applied processes and outcomes.

Chair: 

Mr. Tarek Rouchdy

Members: 

Mrs. Magda Habib

Mr.Paresh Sukthankar

The Risk Committee

Supervising risk management

 

 

 

 

This Committee oversees risk management functions through periodic reports submitted by the Risk Group. The Committee assesses compliance, concurs and makes recommendations to the Board of Directors regarding risk management strategies, Bank's Risk Appetite and risk related policies; including those related to (Capital Adequacy, liquidity management, various types of financial and non-financial risks: Credit, Market, Operation, Compliance, Reputation, and any other risks the Bank might be exposed to)

Chair: 

Mr. Jay-Michael Baslow

Members:

Dr. Amani Abou-Zeid

Mr. Paresh Sukthankar

The Compensation Committee

Responsible for compensationof the BoD and the Bank's executive officers

 

 

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

Chair:

Mr. Rajeev Kakar

Members:

Mrs. Magda Habib

Mr. Jay-Michael Baslow

 

The Corporate Governance and Nomination Committee

Responsible for CIB's corporate governance as well as the Board's Nomination process and succession planning

 

 

It advises the BoD on the Bank's governance framework and reviews new and amended changes to the BoD and Committees charters. This entails a periodic review of the Bank's corporate governance structure and recommending changes, when and if necessary, to the BoD. The GNC contributes to board effectiveness and governance, it sets the criteria for selecting new directors and assisting the BoD in identifying suitable individuals for nomination as non-shareholders representatives BoD members.

Chair:

Mrs. Amani Abou-Zeid

Members:

Mr. Rajeev Kakar

Mr. Paresh Sukthankar

The Operations and IT Committee

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

The Operations and Technology Committee assists the Board of Directors in fulfilling its oversight responsibilities over Operations and Technology, with respect to direction and alignment with the Bank's strategy, efficiency and support of the business, robustness and resilience. In addition to ensuring they are at the forefront of developments and adopting cost justified best practices, with the objective of increasing bank competitiveness and reducing risks. 

Chair

Mr. Rajeev Kakar

Members:

Mrs. Magda Habib

Mr. Tarek Rouchdy


Executive Committees

Committee

Key Responsibilities

Members

The Management Committee

Responsible for execution of the Bank's strategy

 

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 associates and subsidiaries.

Chair:

Mr. Hussein Abaza

Members:

CIB Senior

Management​

 

The High Lending and Investment Committee

Responsible for asset allocation, quality, and development

This Committee is responsible for managing the assets side of the balance sheet, through keeping an eye over assets allocation, quality, and development as stipulated in the Bank's Credit and Investment Policies. HLIC is the authority responsible for monitoring the decisions and performance of the other Credit Committees in the Bank.

Chair:

Mr. Hussein Abaza

Members:

CIB Senior

Management​