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
Mr. Samir Hanna
(Chairman)
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 (Chair)    (Chair)
Dr. Marwan M. Ghandour
(Vice-chairman)
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 (Chair) (Chair) 
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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Dr. 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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 (Deputy-Chair)    
 
Secretary of the Board 
Mr. Farid F. Lahoud
(Group Corporate Secretary)
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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 2018, the Board of Directors held 8 meetings, the Group Audit Committee held 6 meetings, the Group Risk Committee held 6 meetings, the Remuneration Committee held 3 meetings, the Compliance/AML/CFT Board Committee held 4 meetings, the Corporate Governance and Nomination Committee held 3 meetings, and the Group Executive Committee held 27 meetings.

CHANGES TO THE BOARD OF DIRECTORS DURING THE YEAR 2019 TO DATE

April 2019
The Ordinary General Assembly of Shareholders of Bank Audi S.A.L. convened on April 12, 2019 and resolved to re-elect the current Directors for a new three years mandate (that will end upon holding the Annual General Assembly that will examine the accounts of the year 2021).

The newly elected Board convened following the General Assembly of shareholders and resolved, amongst other things, to re-elect (i) Mr. Samir N. Hanna as Chairman of the Board – General Manager, and (ii) Dr. Marwan M. Ghandour and Dr. Freddie C. Baz as Vice-Chairmen.

July 2019
In July 2019, Dr. Freddie C. Baz has decided to step down from his position as Member and Vice-Chairman of the Board of Directors and from all his responsibilities within the Bank Audi Group. The Board acknowledged said resignation on 26 July 2019 and appointed Mr. Marc J. Audi as a new Vice-Chairman for the remainder of the current Board’s term.

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