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
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 one 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 capitalization 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 the 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 recognized 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 MasterCard 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 both JP Morgan and Merrill Lynch in postings that took him to Bahrain, New York and Cairo. He holds a bachelor degree in Commerce from Cairo University.
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. 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 Director of the Board & Lead Director
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 January 2014, 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. Mirza is 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 Governance and Nomination Committees as well as a member of the Sustainability Advisory Board.
Mr. Yasser Zaki Hashem
Non-executive Director of the Board
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. Hashem is CIB Non-executive Board Member since May 2013 and chairs the Governance and Nomination Committee and a member of the Audit and Compensation Committees.
Dr. Sherif Kamel
Non-executive Director of the Board
Dr. Sherif Kamel is professor of management and founding dean of the school of business at the American University in Cairo. 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 the 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.
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 the American University in Cairo. His research and teaching interests include management of information technology, information technology transfer to developing nations, organizational transformation, electronic business, decision support systems and entrepreneurship. His work is published in information systems and management journals and books.
Dr. Kamel is CIB Non-executive Board Member since May 2013 and chairs the Operations & Technology Committee and a member of the Audit, Compensation, Governance & Nomination Committees.
Mr. Mark Richards
Non-executive Director of the Board
Mr. 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, he 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.
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. Richards is CIB Non-executive Board Member since February 2014 and chairs the Risk Committee and a member of the Compensation, Governance & Nomination Committees.
Mr. Bijan Khosrowshahi
Non-executive Director of the Board
Appointed in October 2014 representing the interest of Fairfax Financial Holdings Ltd. He is Nominated by Fairfax to continue serve the Company’s interest in CIB for the Board Term 2017-2019.
Mr. 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. Mr. Khosrowshahi 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, Mr. Khosrowshahi 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. He 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, 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. He 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.
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.
Mr. Khosrowshahi is CIB Non-executive Board Member since October 2014 and chairs the Compensation Committee and is a member of the Risk and Governance & Nomination Committees.
HE Dr. Amani Abou-ZeidNon-executive Director of the BoardHE Dr. Amani Abou-Zeid is 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 organizations, such as the African Development Bank (AfDB), UNDP and USAID, with a focus on infrastructure and energy programmes. She was elected in January 2017 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, UK and Canada and worked across constituencies and 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 multi-disciplinary 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 Government of France and being selected one of "The 50 Most Influential Women in Africa".
In 2017, HE 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.
She 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.
Dr. Abou-Zeid is CIB Non-executive Board Member since December 2017 and is a member of the Risk, Compensation and Governance & Nomination Committees.
Mrs. Magda Habib
Non-executive Director of the Board
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. Moreover, Mrs. Habib has 25 years 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-founder 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 thousand 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 9 years as a member of Raya Holding 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 a Masters in Business Administration (MBA) from INSEAD, France. She holds a B.Sc. with Honors in Computer Science from the American University in Cairo.
Mrs. Habib is CIB Non-executive Board Member since December 2017 and is a member of the Operations & Technology, Compensation and Governance & Nomination Committees.
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 | 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. The committee met four times in 2017. | Chair: Mr. Jawaid Mirza Members: Dr. Sherif Kamel, Mr. Yasser Hashem |
The 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). The committee met four in 2017. | Chair: Mr. Mark Richards Members: Mr. Jawaid Mirza, Mr. Bijan Khosrowshahi, Dr. Amani Abou-Zeid |
The Compensation Committee Responsible for compensationof the BoD and theBank'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. The committee met four times in 2017. | Chair: Mr. Bijan Khosrowshahi Members: All other Non- Executive Board Members` |
The 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. The committee met four times in 2017. | Chair: Mr. Yasser Hashem Members: All other Non- Executive Board Members |
The 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.The committee met five times in 2017. | Chair: Dr. Sherif Kamel Members: Mr. Jawaid Mirza, Mrs. Magda Habib |
Executive Committees
| Committee | Key Responsibilities | Members |
The Management Committee Responsible for execution of 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. The committee met 17 times in 2017. | Chair: Mr. Hussein Abaza Members: CIB Senior Management |
| The 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. The committee met five times during 2017 | 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 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. The committee convened weekly throughout 2017 and met 57 times. | Chair: Mr. Hussein Abaza Members: CIB Senior Management |
