Corporate Governance

WHO WE ARE _ CORPORATE GOVERNANCE _ 1250 X 560 _ PDP

Principles and provisions that drive our best practices

The Board of Directors of Al Hilal Bank operates on the understanding that sound governance practices are fundamental to earning the trust of stakeholders which is critical to sustaining performance and preserving shareholder value.The Board has clearly defined processes for ensuring a balance between achieving business growth and returns for our shareholder and meeting the expectations of our customers, regulators and other stakeholders.

In line with the Articles of Association, Board members are appointed by the shareholder for a renewable period of three years. When appointing directors, the shareholder takes cognizance of their knowledge, skills and experience as well as other attributes considered necessary for the role.

Succession planning for the Board is the responsibility of the shareholder, in line with the Articles.

Role of the Chairman

The Chairman, is responsible for the overall operation and governance of the Board. He provides the necessary leadership and manages the Board to ensure that the Bank satisfies its legal and other fiduciary duties. The Chairman sets the Board agenda in consultation with the CEO taking into account the issues and concerns of the other Board members. Board agendas are structured to allow adequate and sufficient time of the items on the agenda.

The Chairman is also responsible for facilitating and encouraging active engagement by all Board members.

Role of Board Members

The role of the Board members are to effectively and constructively challenge management and monitor the success of management in delivering the agreed strategy within the risk appetite and control framework set by the Board.

They are also responsible for exercising appropriate oversight through scrutinizing the performance of management in meeting agreed goals and objectives and monitoring performance.

Access to Information and Resources

There is ongoing engagement between executive management and the Board, and where necessary the Bank's executive management attends Board and Board Committee meetings by invitation.

External auditors are invited to attend audit committee meetings. Directors have unrestricted access to management and Bank information, as well as to any other resources necessary to carrying out their roles and responsibilities. This includes access to external advice at the Bank's expense.

Board Human Resources and Governance Committee

The Board Corporate Governance Committee is responsible for the development and regular updates of appropriate corporate governance procedures and best practices within the Bank. It monitors their implementation, ensures compliance with these guidelines and regulatory requirements and performs public reporting on corporate governance matters. The Committee is also accountable for reporting material governance concerns and violations to the Board in addition to proposing developments in the corporate governance procedures and structures. The Committee consists of three members.

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