UGB has been a firm supporter of Corporate Governance principles throughout its 34 year history. The Board and Senior Management of UGB believe that sound ethical practices, transparency in operations and timely disclosures, go a long way in enhancing long term shareholder value, while safeguarding the interest of the stakeholders. It is this firm belief that has led UGB to make strong corporate governance values intrinsic to its operations. The Bank supports the principles of transparency, accountability and prudence in its relationship with its shareholders, its Board of Directors, Management, Employees and its external stakeholders.
While the Board’s role is to approve investment strategies for UGB, day to day decision making is delegated to the Executive Committee comprising four Directors. These include the Chairman, Deputy Chairman and two other Directors. The EC meets between Board meetings to approve Investment proposals over the Investment Committee’s delegated thresholds. In the event that the Executive Committee is unable to meet, the Chairman and one of the Directors, each have delegated authority to act on its behalf.
The Committee assists the Board in carrying out its responsibilities regarding internal controls, internal and external audit, compliance with laws, financial reporting practices, accounting policies, corporate governance and in the review of UGB’s Strategy and Business Plans. Its main functions encompass assessing the quality and integrity of UGB’s financial reporting: ensuring the independence of UGB’s internal audit functions; reviewing the adequacy and overseeing UGB’s compliance with all existing and newly introduced laws and regulations. The Board Audit Committee headed by an Independent Director, consists of four Directors of which three are independent. There is with sufficient technical expertise within members to enable the Committee to perform its functions. Issues are reviewed in the meetings that are convened at least 4 times in a year.
The committee’s role is to assess the skill sets of board members and ensure that there is an appropriate mix of eminent persons having a professional standing in their respective field, profession and who can effectively contribute to UGB’s business and policy decisions. It reviews the independence of directors, supervises the preparation of inducting materials, makes recommendations to the board regarding the management structure and ensures that there is a succession plan in place. Members of the Nominating & Remuneration Committee including its Chairman, are independent.
The Management Committee acts as the steering body of the Bank. It provides a forum for discussing all relevant issues pertaining to the Bank’s ongoing activities. It meets as warranted and consists of the Acting Chief Executive Officer and all Department Heads. It also serves to follow up on any action points that are warranted.
The Investment Committee comprises the Acting Chief Executive Officer, the Head of Asset Management and Investment Banking and the Chief Financial Officer. The Acting Head of Credit and Risk Management is the Secretary of this Committee and participates in meetings as a non voting member. It meets whenever deemed essential to do so. Under the terms of reference, the committee is responsible for approving or recommending approval to the Executive Committee issues related to limits for individual exposures, investments and concentrations towards banks, countries, industries, risk rating classes or other special risk asset categories. In addition, the committee also monitors the overall risk profile of the Bank and recommends provision levels to the Executive Committee.
The Asset and Liability Committee is assigned the task of establishing policy and objectives for the asset and liability management of UGB’s balance sheet in terms of structure, distribution, risk, return and its impact on profitability. It also monitors the tenor and cost/yield profiles of assets and liabilities and evaluates the Bank’s balance sheet both from interest rate sensitivity and liquidity points of view, makes corrective adjustments based upon perceived trends and market conditions, monitors liquidity and foreign exchange exposures and positions. The Committee meets at least once a quarter and more frequently if deemed necessary. It is headed by the Acting Chief Executive Officer and includes the Chief Financial Officer, Head of Credit and Risk Management and other senior management team members. The Head of Treasury acts as the Secretary of this Committee. The Head of Internal Audit and Quality Assurance attends the meetings in his capacity as an observer.
The IT Steering Committee headed by the Acting Chief Executive Officer, is responsible for assisting the Board in the supervision of IT related activities. It meets at least twice a year. The Committee ensures that it minimises the risks associated with UGB’s investment in information technology and that it contributes to the attainment of technology related corporate objectives. Members include the Chief Financial Officer and other senior management team members. The Head of Information Technology acts as the Secretary of this committee. The Head of Internal Audit and Quality Assurance attends the meetings in his capacity as an observer.
The Key Persons Committee was constituted in March 2012 in line with the requirements of the Bahrain Bourse. It comprises the Acting Chief Executive Officer, the Chief Financial Officer and the Head of Operations/Key Persons Registrar (who acts as the Secretary of this committee). The Head of Internal Audit and Quality Assurance attends the meetings in his capacity as an observer. The Committee’s broad mandate is to provide approvals for staff designated as ‘Key Persons’ to trade in UGB Shares and ensure that there is no scope of market abuse or insider trading. Reports on transactions in UGB shares conducted by Key Persons, are reviewed by the Committee twice a year and submitted to the Board of Directors.
The primary function of the Risk and Compliance Committee is to assist the Board of Directors in fulfilling its responsibilities of defining UGB’s risk appetite and overseeing the identification, measurement, monitoring and controlling of UGB’s principal business risks. It also monitors adherence to stipulated regulatory deadlines, reviews compliance to internal and external policies and apprises senior management on the impact of newly introduced regulatory requirements. It is headed by the Acting Chief Executive Officer and includes the Heads of Credit and Risk Management, Compliance and other senior management team members. The Head of Internal Audit and Quality Assurance attends the meetings in his capacity as an observer.
3.1 Code of Conduct
3.2 Corporate Governance Guidelines