Corporate Governance

Ernst & Young P.C.C.

The implementation of appropriate Corporate Governance guidelines allows for consolidating the Bank’s universal banking model that is geared towards customers, expanding the customer base, improving operational efficiency and developing human capital.

In addition to its obligations towards its shareholders, Banque Richelieu GCC Limited has the obligation of fulfilling its responsibilities towards depositors and other stakeholders. Setting up a sound corporate governance framework earns and maintains the trust and confidence of the public.

The organizational structure promotes the sound and proper functioning of the Bank in compliance with the fundamental principles of sound Corporate Governance. It also reflects and serves corporate culture, objectives and strategy.

This structure is based on:
1.   Internal stakeholders, primarily the Board of Directors, Senior Management for which a clear definition of roles and responsibilities is established while respecting the principle of the separation of powers through the creation of several committees serving that purpose;
2.   The committees of the deliberative and decision making bodies as well as those deriving from these bodies, namely the Audit,Risk and Remuneration Committees;
3.   External stakeholders, mainly shareholders, supervisory authorities and external auditors;
4.   A risk management system stemming from the implementation of an overall risk management policy;
5.   An internal monitoring system built on formal procedures;
6.   An efficient communication and information system specifying the communication channels between all levels of the hierarchy as well as the reporting process enabling all stakeholders to be up to date with policies, procedures and internal control systems adopted by the Bank.

The Board and its committees are governed by their own specific internal regulations.

The Board of Directors consists of 4 Directors.
The Board of Directors bears the ultimate responsibility of the Bank’s operations and financial soundness. Its main mission is to ensure that the Bank operates in accordance with the regulations to which it is subject, in line with the established strategy and in the best interests of the shareholders whom it represents.

In certain areas, the preparatory work for the deliberations of the Board is carried out by specialized Committees composed of directors appointed by the Board; these Committees examine matters within their remit and submit their opinions and proposals to the Board for approval.

These committees achieve their mission under the authority of the Board of Directors.

The mission of the Risk Committee comprises
i.   analyze on a periodical basis the organization and functioning of the subsidiary’s risks departments;
ii.   review periodically the organization and the performance of the Risk monitoring framework of Banque Richelieu GCC Limited;
iii.   supervise the effective application of the principles of risk management at the Banque Richelieu GCC Limited level and Group level;
iv.   reviews the portfolio of credit and market risks to which the subsidiary is exposed;
v.   as regards counterparty risks, the Risk Committee reviews the content of and changes to the portfolio per type of facility and debtor, the regulatory ratios and key indicators (consumption of own funds by major risks, risk Worsening ratios, concentration risk per sector, cost of the risk, etc.), changes to the quality of commitments: sensitive, irregular, non-performing files, Compliance with the conditional authorizations issued by the Group, etc., adequacy of the level of provision for the risks incurred, and the efficiency of debt collection;
vi.   assess other types of risk such as Market risk, Liquidity risk and Operational risk, and issue appropriate recommendations and decisions (Review of risk management policies, internal limits set,…);
vii.   participates in the internal assessment process of the Internal Capital Adequacy Assessment Process (ICAAP).

The Audit Committee assists the Board of Directors in its missions and its supervisory role.
The mission of the Audit Committee consists to:
i.   examine, at regular intervals, the operating conditions and the activities of periodic and permanent internal control;
ii.   ensure the consistency and effectiveness of the security control measures of the mechanisms established for the internal control of procedures, risks, regulatory accounting and ethical standards as well as anti-money laundering and anti-terrorist financing mechanisms;
iii.   ensure that Banque Richelieu GCC Limited complies with all the laws, rules and standards that govern the banking industry in ADGM;
iv.   suggest to the governing body the relevant adaptations, monitors the implementation of these measures and reports on their application to the governing body;
v.   validate in consultation with the Group’s relevant departments, the audit plan of Banque Richelieu GCC Limited while making sure that the development method enables the areas of risk to be properly detected and covered;
vi.   follows up the implementation of the audit plan and proposes adjustments if necessary;
vii.   reviews the work done by periodic and permanent control: reports to the governing body on the anomalies noticed and gives its opinion of the relevance of the corrective measures chosen by the Banque Richelieu GCC Limited’s Management, monitors the implementation, according to the deadlines set, of the critical periodic control recommendations as well as the solving of the critical points identified, and Inform the governing body of any discrepancies in the critical and priority corrective measures (failures exposing the entity to a high risk;
viii.   assess the skills and independence of the External Auditors, to regulate their relations with the Audit Department;
ix.   and review, in collaboration with the Statutory Auditors, the draft year-end closing of accounts and the terms of their preparation (principles, methods).

The mission of the Remuneration Committee comprises
i.   prepare and update the Remuneration Policy and the Remuneration System and submit them both to the Board of Directors for approval;
ii.   supervise the proper implementation of both the Remuneration Policy and Remuneration System;
iii.   recommend and monitor the level and structure of remuneration;
iv.   ensure that the independence and objectivity of the decision making by such control functionaries is not compromised or impaired by their remuneration structure;
v.   and appoint any external consultants in respect of executive Directors' remuneration.


Frequency of Meetings
The Board holds at least two meetings each year, and whenever required. At least once a year, an item of the agenda is dedicated to the evaluation of the performance of the Board of Directors.
It will be hold at least two annual meetings of the Risk and Audit Committees with a pace of one committee per semesterand one Remuneration Committee per year.

Internal Specialized Committees

To ensure a proper level of protection against risks to which Banque Richelieu GCC Limited is exposed, the SEO will regularly hold specialized committees involving the staff in charge of the issues mentioned below. The following committees fall within the category of internal specialized committees:

Credit Committee
The mission of the Credit Committee is to:

i.   review and approve the status of credit applications for specific credits;
ii.   monitor and report the portfolio status of the credit activities;
iii.   assess and monitor the effectiveness of the credit activities;
iv.   approve speculators' client files within the limits.

Asset/Liability Management Committee (ALCO)
The role of the ALCO is to supervise the evolution of the commercial balance-sheet and off-balance sheet items, of the prices of the commercial activity, to guarantee a sound structural risks control in order to ensure a sufficient and steady income in the long run.

The ALCO makes any decision that it considers to be useful to guarantee the control of entity’s structural risks, that is to say the interest rate and foreign exchange risks on the structural book and the liquidity risk.

Compliance & Anti-Money Laundering and Counter Financing of Terrorism Committee
The mission of this Committee is to ensure the proper implementation of the AML/CFT program and the establishment of a robust and effective AML and Sanctions compliance culture and to assist the Board of Directors in its functions and supervisory role with respect to:
i.   fighting money laundering and terrorist financing and understanding the related risks;
ii.   protecting the Bank from other compliance-related risks, and, more generally, to oversee the Bank’s compliance with applicable laws, regulations and policies by overseeing the implementation of the compliance terms of reference, reviewing and evaluating AML/CFT activities.

Operational Risk Committee
The mission of this Committee is to identify and assess the impact of operational risks on the smooth running and profitability of Banque Richelieu GCC Limited, then to define and implement the strategy used to control them by continuously adapting the methods used to bring them into conformity with regulations in force and our group standards.

IT and Security committee
The mission of this Committee is to validate the general policy of physical and IT security on the proposal of the head of physical and IT security, control the application of this policy and decide on corrective measures, recommend action to be taken in case of breach of any of the security rules, monitor and ensure that incidents and alerts are taken into account and review main IT projects.