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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

CIB prides itself on its strong, renowned BoD that provides the Bank with the necessary leadership and experience to manage its business with integrity, efficiency and, most importantly, excellence.

The Board primarily focuses on long-term financial returns and the best interest of all stakeholders, whether they are customers, shareholders, employees or members of the communities in which the Bank operates. The Board's role is to set the Bank's long-term strategy and provide proper oversight. It establishes the appropriate tone at the top, oversees management and long-term performance, reviews financial planning and audit process, ensures risk oversight and compliance, sets compensation and performance goals and manages director nomination, evaluation and succession planning. It oversees our economic, social and environmental sustainability, performing its duties with entrepreneurial leadership, sound strategies and risk management oversight to ensure risks are assessed and properly managed.

To maintain balance and independence, the Board went through several reforms this year to further enhance its structure and general representation levels and increase female participation to keep up with corporate governance best practices both on the local as well as the international arenas. Furthermore, in line with CBE directives on corporate governance as well as international best practices that have seen many companies worldwide increasingly separating the roles of chairman and chief executive officer, and in view of the Bank's future growth plan, CIB's BoD appointed Mr. Hussein Abaza as the Bank's CEO and Executive Board Member to be responsible for managing and directing the Bank's business lines and ensuring smooth day-to-day running of the Bank and execution of strategy approved by the Board, thus creating more space for the chairman to focus on the strategic direction of the Bank. 

By the end of 2017, CIB's BoD comprised nine members with a diverse knowledge base and a balanced skill set that gives the Bank a distinct competitive edge. The directors meet at least six times per year to discuss matters that are important to shareholders. Over the course of 2017, CIB's BoD met six times. Being the single largest shareholder in CIB, Fairfax Financial Holding Ltd, through its wholly owned subsidiaries, currently holds 6.65% of CIB's local shares on the back of its transaction with Actis in May 2014 and has one representative on the BoD.
Mr. Hisham Ezz Al-Arab
Chairman and Managing Director

Mr. Hisham Ezz Al-Arab directs a team of professionals who have transformed CIB from a wholesale lender into Egypt’s largest private-sector bank, which leads the sector in terms of revenue, profitability, net worth, and market share of deposits. Under his stalwart guidance, CIB has grown into an institution that serves millions of customers throughout the country, from individuals to small- and medium-sized businesses and key corporations among Egypt’s 500 largest firms. Today, the Bank, which consistently holds the largest market capitalization on the Egyptian Exchange, is the global investment community’s preferred proxy for Egypt and a benchmark for the banking industry in emerging markets. CIB’s continuous investment in its people garnered the bank recognition as one of the World’s Best Employers by Forbes in 2019, coming in at 90th place among top 500 employers globally.

Mr. Ezz Al Arab’s term has seen CIB develop a unique culture that balances an innovation-driven entrepreneurial spirit with a commitment to global best practices. Nurtured for over 15 years, the Bank’s corporate culture gives it a natural competitive advantage as an employer in the market, with CIB having established the first-of-its kind employee stock ownership program (ESOP) in 2006. More than 80% of all employees have benefited and continue to benefit from ESOP, thereby aligning the interests of both employees and shareholders. 

As part of Mr. Ezz Al-Arab’s drive to see the bank create shared value, in 2010, he launched the CIB Foundation, an Egyptian leader in the provision of universal access to quality healthcare to underprivileged communities. Throughout his tenure with the Bank, Mr. Ezz Al-Arab has also championed educational initiatives and built collaborations between CIB and reputable educational organizations to provide diversified learning opportunities such as the CIB Endowed Professorship of Banking at the American University in Cairo. 

Under Mr. Ezz Al-Arab’s direction, CIB has received numerous prestigious international accolades, including being named “World’s Best Emerging Markets Bank” by Global Finance in 2018, a year after being recognized for the same award by Euromoney, making it the first bank in Egypt, North Africa, and Middle East to ever win this award. For his part, Mr. Ezz Al- Arab was named “CEO of the Year” by Global Investor in 2019, recognized in 2016 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.

Mr. Ezz Al-Arab leads the Federation of Egyptian Banks as Chairman, is co-chair of the Institute of International Finance’s Emerging Markets Advisory Council, and serves as Director of Mastercard Middle East’s Regional Advisory Board. He is also Chairman of the Board of Trustees of the CIB Foundation, and is a non-executive Director of the Board at Fairfax Africa and a non-executive Director of the Board at Ripplewood Advisors MENA Holdings Limited.
Mr. Ezz Al-Arab joined CIB from Deutsche Bank and previously served with 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​
Cheif 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

H.E. Dr. Amani Abou-Zeid is the African Union (AU) Commissioner in charge of Infrastructure, Energy, ICT and Tourism. For more than 30 years, Dr. Abou-Zeid has served in leadership positions in international organizations and has amassed a remarkable mix of experience from across continents and stakeholders.

She has managed African Development Bank largest operational portfolio and implemented national and continental multi-sectoral development programmes, including implementing the world’s largest solar power plant. As AU Commissioner, she launched the Single African Air Transport Market benefitting 800 million Africans, delivering on the first flagship project for African Integration under AU Agenda 2063. She also launched Africa’s digital transformation strategy to enhance Africa’s leapfrogging development as well as the second 10-year African Programme for Infrastructure Development as well as many cross-continental initiatives and projects.

Dr. Abou-Zeid was selected twice, in 2012 and again in 2019, one of The Most Influential Women in Africa and also in Egypt; she was decorated the Wissam Alaouite from Morocco, named “Personalité d'avenir" from 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 Council on Digital ID and the Global Commission for Urgent Action on Energy Efficiency as well as member 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 recognized as champion of gender equality and women empowerment. 

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.


Mr. Bijan Khosrowshahi
Non-Executive Director representing the interest of Fairfax Financial Holdings Ltd.

Mr. Khosrowshahi is the President and CEO of Fairfax International. He joined Fairfax Financial Holdings in June 2009 and is currently based in USA. 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 Financial Holdings’ insurance presence outside North America. Mr. Khosrowshahi also represents Fairfax’s interests as a board member at several international institutions.

Prior to joining Fairfax, Mr. Khosrowshahi was the President and CEO of Fuji Fire & Marine Insurance Company Ltd., based in Japan. He is the only non-Japanese individual who has been the President of a publicly traded Japanese insurance company. He was elected President in June 2004 and successfully implemented a turnaround strategy to return Fuji to profitability and growth by 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 to 2001, Mr. Khosrowshahi was 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 governmental regulators to improve support for new product introductions to 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. He also held various underwriting and management positions with increasing responsibilities at AIG’s headquarters in New York after he joined AIG in 1986. He 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 of 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.

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. 



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. Sherif S. Samy
Non-Executive Independent Director

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.

 

The Board of Directors' Committees

CIB's BoD has eight 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'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 Board 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.

Chair: 

Mr. Sherif Samy

Members: 

Mrs. Magda Habib

Mr.Paresh Sukthankar

The Risk Committee

Supervising risk management

 

 

 

 

The primary mission of the Board 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 Bank's risk strategy and associated limits to the Board. 

Chair: 

Mr. Paresh Sukthankar

Members:

Dr. Amani Abou-Zeid

Mr. Bijan Khosrowshahi

The Compensation Committee

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

 

 

The Board Compensation Committee 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 committee is responsible for providing assessment of Board effectiveness, and determining the compensation of Board members. 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. 

Chair:

Mr. Bijan Khosrowshahi

Members: 

All non-executive directors

The Corporate Governance and Nomination Committee

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

 

 

The Committee provides advice to the Board concerning the general oversight of governance matters to ensure promoting sound governance culture within the Board and the Bank. Another primary objective of the Committee is to set criteria for selecting new directors and assisting the Board in identifying individuals qualified to become Board Members and recommending directors nominees to the shareholders.

Chair:

Mr. Sherif Samy

Members:

All non-executive directors

The Operations and IT Committee

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

This Committee is appointed by the Board of Directors and assists Board members in their oversight of Bank operations and technology strategy, significant investments to support that strategy, and operations and technology risk. 

Chair

Mr. Rajeev Kakar

Members:

Mrs. Magda Habib

Mr. Sherif Samy


Executive Committees

Committee

Key Responsibilities

Members

The Management Committee

Responsible for execution of the Bank's strategy

 

This Executive Committee is responsible for executing the Bank's strategy as approved by the Board. It manages the Bank's day-to-day functions to ensure alignment with strategy, effective controls, risk assessment, and efficient use of Bank resources. 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 on the Bank's financial and business activities, as well as any key issues. 

Chair:

Mr. Hussein Abaza

Members:

CIB Senior

Management​

 

The High Lending and Investment Committee

Responsible for asset allocation, quality, and development

This Executive Committee is responsible for managing the assets side of the balance sheet and keeping an eye over asset allocation, quality, and development. As per its mandate, the High Lending and Investment Committee convened weekly.

Chair:

Mr. Hussein Abaza

Members:

CIB Senior

Management​