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.
CIB's highly qualified Board of Directors (BoD) is supported by internal and external auditors, as well as other internal control functions (Risk, Compliance, and Internal Audit), and effectively utilizes the work carried out by those functions to ensure the Bank's adherence to international best practices of corporate governance. CIB also changes auditors every five years to ensure objectivity and exposure to new practices.
The Board of Directors
A successful BoD is one that ensures that the organization is run effectively by the correct people today, and that tomorrow's generation is competent enough and ready to take the lead. CIB is privileged to have its renowned BoD, the Bank's ultimate decision-making body. We consider our Board one of our key assets and a vital point of strength, and the Board realizes that the responsibility of addressing any stakeholder's concern bears benefits to the whole organization.
The Board primarily focuses on long-term financial returns and the best interest of all stakeholders, whether they are customers, shareholders, or employees, or members of the communities in which the Bank operates. The Board's role is to set the Bank's values, strategy, and key policies, as well as pursue and maintain its long-term success. CIB's Board has successfully performed its duties with entrepreneurial leadership, sound strategies, and risk management oversight to ensure that risks are assessed and properly managed.
CIB's Board is composed of eight members, with a diverse knowledgebase and a balanced skill set that gives the Bank a distinct competitive edge. The directors meet at least six times per year for discussions on matters that are important to shareholders. Over the course of 2015, CIB's BoD met nine times. Being the single largest shareholder in CIB, Fairfax Financial Holding Ltd, through its wholly-owned number of subsidiaries currently holds 6.7% of CIB's local shares on the back of its transaction with Actis in May 2014 and has one representative on the Board.
The Board of Directors' Committees
CIB's Board of Directors has eight standing committees that assist the Board in fulfilling its responsibilities. Accordingly, the Board is provided with all necessary resources to enable them to carry out their duties in an effective manner. Each committee operates under a written charter that sets out its responsibilities and composition requirements.
Non-Executive Committees
| Committee | Key Responsibilities |
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 Audit Committee also insists on high standards of transparency and strict adherence to internal policies and procedures. In performing its critical functions, the Committee is cognizant of the important role CIB plays in the Egyptian financial sector as a leader in all of the aforementioned areas. |
The Governance and Compensation Committee Responsible for CIB's corporate governance as well as the Board's performance evaluation, compensation, and succession planning | The Governance and Compensation Committee (GCC) 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 GCC is responsible for establishing corporate governance standards, 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. |
The Risk Committee Supervising risk management at CIB | The primary mission of the Risk Committee is to assist the Board in fulfilling its oversight risk responsibilities by establishing, monitoring, and reviewing internal control and risk management systems to ensure the Bank has the proper focus on risk. It also recommends to the Bank's risk strategy and associated limits to the Board. |
The Operations and IT Committee Assisting the Board in overseeing Bank operations and technology strategy as well as 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. |
The Sustainability Advisory Board Concentrating on long-term value drivers that advance the twin objectives of the Bank's sustained success, as well as the well-being and betterment of society as a whole | The Sustainability Committee is delegated by the Board of Directors to oversee, approve, and monitor all sustainability strategies, initiatives, and projects. It concentrates on long-term value drivers that advance the twin objective of the Bank's sustained success in addition to the well-being and betterment of society as a whole. |
Executive Committees
| Committee | Key Responsibilities |
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. |
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. |
The Affiliates Committee Responsible for steering and managing CIB affiliates | The Affiliates Committee reports to the Board of Directors and is responsible for steering and managing CIB's affiliates. It also acts as a think-tank for setting and initiation of all strategic goals related to the Bank's affiliates. |
