Corporate Governance Framework

March 2016

Introduction

In line with its long standing commitment to sound governance, the Board of Directors of Bank Audi continued, in 2015, to give significant consideration to the Bank and the Group’s Governance practices.
As in previous years, it monitored the genuine implementation of the Governance Guidelines and revisited a number of governance related policies and charters, further articulating some and adopting new ones as necessary to continuously enhance the effectiveness of the framework. Changes introduced to the Governance framework of the Bank during 2015 (and 2016 to date) include the adoption, review and/or update of a number of Governance, Compliance and Risk-related policies, notably the adoption of a new “Nomination Policy and Process for Board Directors”, a new “Induction and Continuing Director Development Process”, a “Director Disclosure and Conflicts of Interest Policy”, a new “Whistle blowing Policy”, a “Group Sanctions Policy”, an “Operational Risk Policy”, in addition to the “Charter and Policy of the Quality Control and Assurance unit”, and others.
As usual, the Bank also continued to monitor the evolution in Governance-related regulations and best practices in order to ensure that the necessary changes are introduced to its own guidelines and processes.
Bank Audi’s Board is satisfied that the Bank’s Governance framework conforms to applicable directives and guidelines and is adapted to the Bank’s needs and to the high expectations of its stakeholders. The Board is also satisfied that, in 2015, it has fully discharged all its responsibilities, as mapped in its yearly rolling agenda, and has acted on the recommendations of its committees that also substantially discharged all of their own responsibilities.

Governance Framework

Bank Audi is governed by a Board of Directors consisting of up to 12 members (currently 10) elected by the General Assembly of shareholders for terms not exceeding 3 years. The responsibility of the Board is to ensure strategic direction, Management supervision and adequate control of the company, with the ultimate goal of increasing the long term value of the Bank.
Bank Audi’s Governance framework and that of its major banking subsidiaries encompass a number of policies, charters, and terms of reference that shape the Group’s Governance framework over a wide range of issues including risk supervision, compliance, audit, remuneration, evaluation, succession planning, ethics and conduct, budgeting, and capital management. Clear lines of responsibility and accountability are in place throughout the organisation with a continuous chain of supervision for the Group as a whole, including effective channels of communication of the Group Executive Committee’s guidance and core group strategy.
Strategic objectives setting corporate values and promoting high standards of conduct have been established and widely communicated throughout the Group, providing appropriate incentives to ensure professional behaviour.

(Read Bank Audi’s Corporate Governance Guidelines)

The Board is supported in carrying out its duties by the Audit Committee, the Risk Committee, the Remuneration Committee, the Corporate Governance and Nomination Committee, and the Executive Committee.
  • The mission of the Group Audit Committee is to assist the Board in fulfilling its oversight responsibilities as regards
    (i) the adequacy of accounting and financial reporting policies, internal control and the compliance system;
    (ii) the integrity of the financial statements and the reliability of disclosures;
    (iii) the appointment, remuneration, qualifications, independence and effectiveness of the external auditors;
    (iv) and the independence and effectiveness of the internal audit function1 .
  • The mission of the Group Risk Committee is to assist the Board in discharging its risk-related responsibilities. The Committee is expected to
    (i) consider and recommend the Group’s risk policies and risk appetite to the Board,
    (ii) monitor the Group’s risk profile for all types of risks, and
    (iii) oversee the management framework of the aforementioned risks and assess its effectiveness..
  • The mission of the Remuneration Committee is to assist the Board in maintaining a set of values and incentives for Group executives and employees that are focused on performance and promote integrity, fairness, loyalty and meritocracy.
  • The mission of the Corporate Governance and Nomination Committee is to assist the Board in maintaining an effective institutional and Corporate Governance framework for the Group, an optimal Board composition, and effective Board processes and structure.
  • The mission of the Group Executive Committee is to develop and implement business policies for the Bank and to issue guidance for the Group within the strategy approved by the Board. The Group Executive Committee also supports the Group Chief Executive Officer in the day-to-day running of the Bank and in guiding the Group.
1It is not the duty of the Audit Committee to plan or to conduct audits or make specific determinations that the Bank’s statements and disclosures are complete and accurate, nor is it its duty to assure compliance with laws, regulations and the Bank’s Code of Ethics and Conduct. These are the responsibilities of Management and of external auditors.


REMUNERATION POLICY AND PRACTICES

Based on the recommendation of its Remuneration Committee, the Board has approved a “Group Compensation and Benefits Policy” founded on the following principles:
  • The objective of the Policy is to establish coherent and transparent Compensation and Benefits practices in the Bank and the Group that are consistent with the Bank’s culture, business, long-term objectives, risk strategy, performance, and control environment, as well as with legal and regulatory requirement.
  • The aggregate consolidated amount of compensation and benefits paid by the Bank is included in the annual budget approved by the Board and is set in a way not to affect the Group’s medium and long term capacity to sustain such levels of compensation nor its financial position or its interests.
  • Core Compensation and Benefits include basic salary and performance-based bonus (in addition to a number of ancillary benefits including individual and family medical coverage, education allowances, and others). Individual compensation and benefits are based principally on the achievement of objectives that are effectively aligned with prudent risk taking. In addition, the compensation and benefits of Control Functions are determined in a way that preserves their objectivity and independence.
  • There is currently no outstanding stock-related compensation. And there are no compensation arrangements encompassing claw backs or deferrals of payments, save for matters resulting from applicable laws and regulations.
Amounts of compensation paid annually are disclosed in accordance with the International Financial Reporting Standards and with the provisions of Article 158 of the Lebanese Code of Commerce. As reported in the Bank’s financial statements, salaries, bonuses, attendance fees and other short-term benefits awarded to the members of the Bank’s Board of Directors and Group Executive Committee during the year 2015 amount to LBP 47 billion, in addition to post-employment benefits aggregating LBP 4 billion.

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