Board of Directors

Members Independent (as per the Bank's Corporate Governance Guidelines2)Member of the Group Executive CommitteeMember of the Group Audit CommitteeMember of the Board Group Risk CommitteeMember of the Remuneration CommitteeMember of the Compliance/AML/CFT Board CommitteeMember of the Corporate Governance and Nomination Committee
Samir Hanna
(Chairman and Group Chief Executive Officer)
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 (Chair)    (Chair)
Dr. Marwan M. Ghandour
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 (Chair) (Chair) 
Dr. Freddie C. Baz
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 (Deputy Chair)  
Sheikha Suad Al Homaizi
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Mr. Marc J. Audi
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Sheikha Mariam N. Al Sabbah
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Dr. Imad I. Itani
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Mr. Abdullah I. Al Hobayb
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Khalil M. Bitar
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 (Chair)  
Ms. Sherine R. Audi
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Mr. Carlos A. Obeid
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    (Chair) 
Mr. Aristidis I. Vourakis
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Secretary of the Board 
Mr. Farid F. Lahoud
(Group Corporate Secretary)
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The Board is advised, for Audit Committee matters, by Mr. Maurice H. Sayde (who served as a member of the Board and Chairman of its Group Audit Committee from June 2006 until July 2008).

1Listed according to their dates of appointment (beyond the Vice-chairmen).

2 Definition of “Director independence” as per the Bank’ s Governance Guidelines (summary):
“In order to be considered independent Director by the Board, a Director should have no relationship with the Bank that would interfere with the exercise of independent judgment in carrying out responsibilities as a Director. Such a relationship should be assumed to exist when a Director (him/herself or in conjunction with affiliates):
  • is occupying, or has recently occupied an executive function in the Bank or the Group;
  • is providing, or has recently provided advisory services to the Executive Management;
  • is a major shareholder (i.e. owns, directly or indirectly, more than 5% of outstanding Audi common stock), or is a relative of a major shareholder;
  • has, or has recently had a business relationship with any of the Senior Executives or with a major shareholder;
  • is the beneficiary of credit facilities granted by the Bank;
  • is a significant client or supplier of the Bank;
  • has been, over the 3 years preceding his appointment, a partner or an employee of the Bank’s external auditor;
  • is a partner with the Bank in any material joint venture.
In addition to the above, the Board of Directors is satisfied with the ability of the independent Directors to exercise sound judgment after fair consideration of all relevant information and views without undue influence from Management or inappropriate outside interests.”

Frequency of Meetings

In 2016, the Board of Directors held 9 meetings, the Group Audit Committee held 4 meetings, the Group Risk Committee held 5 meetings, the Remuneration Committee held 2 meetings, the Corporate Governance and Nomination Committee held 3 meetings, and the Group Executive Committee held 26 meetings.

Changes to the Board of Directors during the Year 2016:

(i) The Ordinary General Assembly of shareholders of Bank Audi convened on 8 April 2016, and resolved to re-elect the then current Directors for a new three-year mandate.
(ii) The newly elected Board convened following the General Assembly of shareholders and resolved, amongst other things, to re-elect H.E. Mr. Raymond W. Audi as Chairman of the Board – General Manager, Dr. Marwan M. Ghandour as Vice-chairman of the Board, and Dr. Freddie C. Baz as Vice-chairman of the Board for the new Board’s term.
(iii) In November 2016, the Board of Directors resolved to create a new Board committee the “Compliance/AML/CFT Board Committee”.

Changes to the Board of Directors during the Year 2017 to date:

The Ordinary General Assembly of Shareholders of Bank Audi S.A.L. convened on April 10, 2017 and resolved, amongst other things, to:
(i) take note of the resignation of the Chairman of the Board of Directors, Mr. Raymond Audi, 84, who decided to stand down from the Board of Directors, after having served as Director of the Company since its incorporation in 1962 in order to devote more time to his personal life; and express its gratitude to Mr. Raymond W. Audi for his leadership and dedication throughout his 55 years of service;
(ii) elect Mrs. Sherine R. Audi, Mr. Carlos A. Obeid and Mr. Aristidis I. Vourakis as Directors for the remainder of the current Board’s mandate (i.e. until the Annual General Assembly expected to be held in April 2019 that will examine the activity and accounts of the year 2018).

The Board convened following the General Assembly and resolved, amongst other things, to:
(i) nominate H.E. Mr. Raymond W. Audi as Honorary Chairman;
(ii) elect Mr. Samir N. Hanna as Chairman of the Board – General Manager. Mr. Samir Hanna will henceforth serve as Chairman of the Board and Group CEO.



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