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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 nine members; two 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.​
 

 
Mr. Hisham Ezz Al-Arab
Chairman and Managing Director

Mr. Hisham Ezz Al-Arab has been chairman and managing director of CIB since 2002. He leads today a team of more than 6,500 professionals who have transformed the institution from a wholesale lender into Egypt's largest private-sector bank, leading the sector on key metrics including revenue, profitability, net worth and market share of deposits. CIB serves more than 1 million customers, from individual customers to small- and medium-sized businesses and leading corporations, among them Egypt's 500 largest companies.

The Bank's market capitalisation has grown from EGP 1 billion at the beginning of Mr. Ezz Al-Arab's term to EGP 90 billion, making its stock — a blue chip component of the Egyptian Exchange — the global investment community's preferred proxy for Egypt and a benchmark for the banking industry in emerging markets.

Core to the Bank's success is its unique culture, which balances an entrepreneurial spirit that prizes innovation with a commitment to global best practices in both corporate governance and risk management. That culture, nurtured over more than 15 years, is the Bank's natural competitive advantage and led directly to the establishment of the first-of-its kind employee stock ownership program (ESOP) in 2006, thus aligning the interest of employees to that of shareholders. In 2010, Mr. Ezz Al-Arab brought to life the CIB Foundation, which is a leading Egyptian voice for universal access to quality healthcare extended to underprivileged children. CIB was named Euromoney's Best Bank in the Middle East and Best Bank in Global Emerging Markets for 2017 and was named African Banker's 2016 Socially Responsible Bank of the Year. Mr. Ezz Al-Arab was recognised in 2016 by Euromoney for his "Outstanding Contribution to Financial Services in the Middle East" and was EMEA Finance's "Best CEO in Egypt and Africa" at the magazine's 2014 Banking Awards. Under his leadership, CIB was named the "World's Best Bank in the Emerging Markets" by Euromoney at the Global Awards for Excellence ceremony held in July 2017, thus becoming the first bank in Egypt, Africa and the Middle East to ever win this award.

Mr. Ezz Al-Arab leads the Federation of Egyptian Banks as Chairman, is a member of the Institute of International Finance's Emerging Markets Advisory Council and serves as a director of Master- Card Middle East's Regional Advisory Board. He is also the Chairman of Board of Trustees of the CIB Foundation. Mr. Ezz Al-Arab is Non-executive Director of Ripplewood Advisors MENA Holdings, a Non-executive Director of Fairfax Africa Board and a Non-executive Director of Atlas Mara.

Mr. Ezz Al-Arab joined CIB from Deutsche Bank and previously served with b​​oth JP Morgan and Merrill Lynch in postings that took him to Bahrain, New York and Cairo. He holds a BA in Commerce from Cairo University.​


 
Mr. Hussein Abaza​
Chief Executive Officer and Board Member

Mr. Hussein 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. Abaza graduated with a BA 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
Independent, 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 and well versed in multi-country compliance, Mr. Mirza brings 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's BoD and assumed the responsibilities of Managing Director, overseeing the daily work of the following areas: Consumer Banking, COO, Finance Group and IT.

Mr. Mirza is widely recognised for realigning and returning to excellence and profitability floundering business units and building collaboration across multiple jurisdictions for business and cultural change. He has extensive experience as a Director, taking a firm and resolute approach to leading board committees while allowing free and open discussion and keeping a tight rein on proceedings.

Mr. Mirza has a demonstrated ability to lead a business through challenges, removing barriers to drive success and sharpening its competitive edge in all economies and cultures. Having 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 an adaptive leader, intuitive of international business protocol and cultural diversity, with the ability to manage 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 before serving in a variety of senior regional positions in ABN AMRO in Central Eastern Europe, Europe, Central Asia, the 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, member of ABN AMRO Group Finance Board as well as Group COO Board, and served on the board with ABN AMRO Pakistan Ltd. He took business management courses from reputable institutions including Queens Business School, Wharton Business School. He currently serves on the Board of Directors of Eurobank Greece (Athens) as an Independent Board Member and Chair of the Board Risk Committee. He also served on the Board of Directors of Prime Bank, ABN AMRO Pakistan Ltd. Post the acquisition and integration of Prime Bank. He also served on the boards of non-profit organisations, namely Artistri Sud (Montreal), Humewood House (Toronto). He is a member of the Institute of Corporate Directors, Canada.

Mr. Mirza has been a CIB Non-executive Board Member since January 2014 and chairs the Audit Committee. He is also a member of the Risk, Operations & Technology, Compensation and Corporate Governance and Nomination Committees and a member of the Sustainability Advisory Board.​


Dr. Sherif Kamel
Non-Executive Board Member

Dr. Sherif Kamel is professor of management and founding Dean of the School of Business at The American University in Cairo (AUC). He also served the university as vice president for information management and as associate dean for executive education. Before joining AUC, he was director of the Regional IT Institute and prior to that he was training manager of the Cabinet of Egypt Information and Decision Support Center. He is an Eisenhower Fellow and Center for Global Enterprise Fellow. He is a member of the AACSB International Middle East Advisory Council, Egypt-US Business Council and a board member of Education for Employment Egypt. Previously, he was a board member of the Egyptian American Enterprise Fund, executive vice president of the American Chamber of Commerce and member in the World Bank Knowledge Advisory Commission. He was a founding member of the Internet Society of Egypt. He was invited as panelist/speaker in a variety of policy, development and leadership conferences and expert meetings including Asia-Middle East Dialogue, AACSB International, World Summit on the Information Society, Center for Strategic and International Studies, Atlantic Council, German Marshall Fund, Middle East Institute, the International Monetary Fund and the World Bank. Dr.. Kamel holds a PhD in information systems from London School of Economics and Political Science, an MBA, a BA in business administration and an MA in Islamic Art and Architecture from AUC. His research and teaching interests include management of information technology, information technology transfer to developing nations, organisational transformation, electronic business, decision support systems and entrepreneurship. His work is published in information systems and management journals and books.

Dr. Kamel has been a CIB Non-executive Board Member since May 2013 and chairs the Operations & Technology Committee and a member of the Audit, Compensation, Corporate Governance & Nomination Committees.


Mr. Yasser Hashem 
Non-Executive Board Member

Mr. Yasser Hashem has been 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. His expertise in corporate M&A and capital markets extended to the privatisation of public sector entities, the inception of the private provision of telecom services in Egypt, and the promulgation of its laws, which have placed him as a value veteran of Egyptian legal practice.

With a focus on corporate law, Mr. Hashem played a major role in the privatisation of public sector entities in Egypt through supporting hundreds of restructurings, capital market transactions, incorporations of foreign and domestic companies and advising foreign and local investors on the most efficient vehicles and structures for their investments 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.

He was responsible for most IPOs that took place in Egypt in 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 USD M&A transactions in Egypt after 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. He received his LL.B. from Cairo University in 1989.

Mr. Hashem has been a CIB Non-executive Board Member since May 2013 and chairs the Corporate Governance and Nomination Committee. He is a member of the Audit and Compensation Committees.​


Mr. Mark Richards
Independent, Non-Executive Board Member

Mr. Mark Richards is Chief Executive of IPGL (Holdings) Limited, a major corporate holding Company based in the UK. He is Chairman of Exotix Holdings Limited, a frontier markets brokerage and investment bank and Director of Singapore Life, a rapidly growing digital life insurance group operating across south-east Asia. At Oxford University, he is also an advisor to Oxford Sciences innovation, the venture capital unit.

Mr. Richards brings considerable experience in emerging market banking and investment. He was Partner and Global Head of Financial Services at Actis, one of the world's leading and most ethical emerging market private equity groups. During 11 years at Actis, Mr. Richards was responsible for building many successful companies in Africa, Asia and Latin America.

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 30 years of global experience in Banking and Financial Services, Mr. Richards serves as Non-Executive Director for a number of companies. At CIB, he chairs the Risk Committee and supports strategy development. He has a first class degree from Oxford University in modern history and economics.

Mr. Richards 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

Appointed in October 2014 representing the interest of Fairfax Financial Holdings Ltd., Mr. Bijan Khosrowshahi was nominated by Fairfax to continue serve the company's interest in CIB for the Board Term 2017-2019. He 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.

Mr. Khosrowshahi also represents Fairfax's interests as a board member in Gulf Insurance Group and Gulf Insurance & Reinsurance Company in Kuwait, Bahrain Kuwait Insurance Company, Arab Misr Insurance Group S.A.E. in Egypt, Arab Orient Insurance Company in Jordan, Gulf Sigorta in Turkey, Alliance Insurance Company in the UAE as well as Jordan Kuwait Bank in London and BRIT Limited in the United Kingdom.

Prior to joining Fairfax, Mr. Khosrowshahi was the President and CEO of Fuji Fire & Marine Insurance Company Limited in Japan. He is the only non-Japanese individual to have 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. Mr. Khosrowshahi 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, Mr. Khosrowshahi was the Vice Chairman and Managing Director of AIG Sigorta based in Istanbul, Turkey and was involved in negotiating strategic alliances and joint ventures with Turkish conglomerates and working with government 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. Mr. Khosrowshahi also held various underwriting and management positions with increasing responsibilities at AIG's headquarters in New York since joining AIG in 1986.

Mr. Khosrowshahi 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.Mr. Khosrowshahi has served on the Board of the 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 UK Chartered Insurance Institute.

Mr. Khosrowshahi has been a CIB Non-Executive Board Member since October 2014. He chairs the Compensation Committee and is a member of the Risk and Corporate Governance & Nomination Committees.​


 
HE Dr. Amani Abou-Zeid
Independent, Non-Executive Board Member

HE Dr. Amani Abou-Zeid is a senior international development expert with extensive knowledge of Africa at the strategic and operational levels. For more than 30 years, she has served in leadership roles at top-tier international organisations such as the African Development Bank (AfDB), UNDP and USAID, with a focus on infrastructure and energy programmes. She was elected in January 2017 as African Union Commissioner in charge of regional and continental strategies, policies and partnerships in the sectors of infrastructure, energy, ICT, and tourism.

Over her career, she has amassed a rare mix of experience from across Africa, France, the UK and Canada and worked across constituencies with a wide variety of stakeholders. She has managed an operational portfolio of USD 10 billion and implemented national and continental multi-sectoral development programmes, including the world's largest solar power plant (Nour).

An Egyptian national, Dr. Abou-Zeid has a multidisciplinary academic training: B.Sc. in Telecommunications Engineering from Cairo University); an MBA in Project Management from the French University for African Development (Université Senghor); a Masters of Public Administration from Harvard University; and a Ph.D. in Social and Economic Development from The University of Manchester, UK. She also has a degree in Arts from Université Sorbonne-Paris IV.

Dr. Abou-Zeid has received numerous international awards and recognitions for her leadership and excellence including the Wissam Alaouite de l'Ordre Officier honour from HM King Mohamed VI of Morocco, "Personalité d'avenir" from the government of France and was selected as one of The 50 Most Influential Women in Africa.

In 2017, Dr. Abou-Zeid was also named Commissioner to the Global Leaders Broadband Commission for Sustainable Development and received the "Outstanding Alumni Award" from the University of Manchester, UK.​



 
Mrs. Magda Habib
Independent, Non-Executive Board Member

Mrs. Magda 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 has 25 years of expertise in various managerial arenas including strategic brand management, consumer and retail marketing, corporate communications and investor relations.

Previously, she was the Co-Founder, Board Member and Chief Commercial, Marketing &Strategy Officer at Fawry Banking and Payment Technology Services. As a co-fou​nder and a key member in 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 to become a leading technology player in Egypt.​

Mrs. Habib obtained an MBA from INSEAD, France. She holds a B.Sc. with Honours in Computer Science from The American University in Cairo.

Board Committees

CIB’s Board of Directors has eight standing specialised committees, both executive and non-executive, tasked with assisting the Board in decision-making and fulfilling its responsibilities. Accordingly, the Board 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 Board on a regular basis. Separate committees may be set up by the Board to consider specific issues when the need arises.​


Audit Committee
Supervising the quality and integrity of CIB's financial reporting

Established to offer effective 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 and the quality of the audit and compliance processes.​


Corporate Governance and Nomination Committee
Responsible for CIB’s corporate governance as well as the Board’s Nomination process and succession planning

Established to advise the Board on the general oversight of governance matters to ensure the promotion of a sound governance culture within the Board and the Bank. This entails a periodic review of the Bank’s corporate governance structure and recommending changes, when and if necessary, to the BoD. The committee also sits as the Nomination Committee with the primary objective of setting criteria for selecting new directors and assisting the BoD in identifying individuals qualified to become BoD members and recommending director nominees to shareholders. Also, the committee provides advice and assistance to the BoD, when necessary, with respect to a potential successor to the Bank’s Chief Executive Officer.


Compensation Committee​
Responsible for compensation of the BoD and the Bank’s executive officers

Established to provide guidance to the BoD with regard to the appropriate compensation for the board directors as well as Bank’s executive officers and ensure that compensation is consistent with the Bank’s objectives, strategy and control environment. The committee is to ensure that clear policies for the Bank’s salaries and compensation schemes are in place and that they are deemed effective to attract and retain the best calibres. 


Risk Committee​
Supervising risk management

Established to provide oversight of risk exposure management functions and to assess management compliance to the set risk strategies and policies approved by the BoD through periodic reports submitted by the Risk Management Group. The committee makes recommendations to the BoD with regard to risk management strategies and policies (including those related to capital adequacy, liquidity management, various types of risks: credit, market, operation, compliance, reputation and any other risks the Bank might be exposed to).


Operations and IT Committee
Assisting the BoD in overseeing Bank operations and technology strategy and operations and technology risk

Established to provide oversight of: (a) Bank operations, its technology strategy, and significant investments in support of this strategy and (b) operations and technology risk management.


Management Committee
Responsible for ​executing the Bank’s strategy

This committee is responsible for formulating fundamental policies and strategic goals, assess the Bank’s performance and its competitive position, and ensuring proper management of the Bank’s human and financial resources to maximise return of equity and preserve shareholders’ value.
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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 and its provisioning and taking decisions with regards to the assets allocation within the authorities delegated to the committee as stipulated in the Bank’s Credit and Investment Policies.
 
 
Affiliates Committee 
Responsible for steering and managing CIB affiliates

The committee is responsible for steering and managing the Bank’s affiliates and acting as a think-tank for setting and initiating all strategic goals related to the Bank’s affiliates.​​