Our corporate governance framework ensures that timely and accurate disclosure occurs with respect to the Bank’s ownership, operations and financial performance.
The Board is responsible for providing leadership for the institution. It ensures that the right strategy and controls are in place in order to deliver value to shareholders, employees and the community.
CIB places a strong emphasis on corporate governance, striving to both align business practices with the best interests of shareholders, and maximize transparency through timely information disclosure and financial reporting. CIB has adopted a sound and effective system of corporate governance best practice, with a professional leadership team composed of executive directors and senior managers, independent board committees, and independent non-executive directors of experience and integrity.
Our corporate governance framework ensures that timely and accurate disclosure occurs with respect to material matters regarding the Bank, its ownership, operations and financial performance. The Board is also responsible for ensuring the equal treatment of all shareholders and enforcing sound protection of their voting rights. Furthermore, CIB changes auditors every five years to ensure objectivity and to benefit from new practices.
The Board of Directors is comprised of a majority of non-executive directors, all of whom play key roles in the governance of the Bank. The breadth of expertise of the non-executive directors has created a particularly strong Board, whose influence is invaluable to the continuing strength of CIB.
The Board of Directors
The Bank’s management structure is based upon centralization of controls at the head office and at the top management level. The management team takes guidance from the Board of Directors, which sets the overall strategy and approves all operating policies.
CIB’s Board of Directors met five times over the course of 2010, and currently consists of two executive and seven nonexecutive members with experience from a wide range of industrial sectors. When a board seat is vacant, the Compensation and Governance Committee is responsible for nominating a member, subject to the Board’s consent, who is then formally appointed after gaining approval at the General Assembly and from the Central Bank of Egypt. The Board meets at least four times annually.
In July 2009, Actis, an emerging market private equity specialist, acquired 50% of the stake in CIB that was originally held by the Ripplewood consortium. In December 2009, New York-based Ripplewood sold its remaining residual stake in CIB, thus marking the successful transition of CIB’s strategic partnership to be with Actis, who is now the single largest shareholder in the Bank. Accordingly, the Board of Directors in its new and expanded form consists of:
Mr. Hisham Ezz Al-Arab
Chairman and Managing Director
MC/C
Mr. Hisham Ezz Al-Arab joined CIB in 1999 as Deputy Managing Director and was elected Chairman and Managing Director in September 2002. He has more than 30 years experience in global banking, having held senior positions at Merrill Lynch, J.P. Morgan and, more recently, Deutsche Bank in the United Kingdom.
Mr. Ezz Al-Arab holds a directorship of the South Asia, Middle East & Africa Region Advisory Board of MasterCard Incorporated. In addition, he is a member of the Court of Honor in the Ministry of Justice of Egypt and the Industrial Modernization Centre, as well as a principal member of the American Chamber of Commerce. Mr. Ezz El-Arab is also a member of the Board of Trustees of the General Association for Social Solidarity within the Egyptian Ministry of Social Solidarity.
Mr. Essam El Wakil
Member and CEO Institutional Banking
RC/M, MC/M, HLIC/C
Mr. El Wakil is a prominent banker with more than 36 years of experience in the financial industry, including Treasury & Capital Markets, Corporate Finance, Project & Trade Finance, Islamic Banking and Investment Banking.
He began his career in 1976 with the National Bank of Egypt, followed by Arab International Bank, Egypt. Beginning in 1980, Mr. El Wakil spent 28 years with Arab Banking Corporation (ABC) Group in Bahrain, London, New York, Singapore and Egypt. During his last 10 years in Bahrain, between 1996 and 2006, he held several senior banking positions and directorships in both Islamic and commercial banks throughout the MENA region.
In April 2008, he was elected as a board member of the Egyptian Federation of Banks. Mr. El Wakil joined CIB in August 2008, as Board Member and CEO of Institutional Banking. In May 2009, Mr. El Wakil was appointed as the Chairman of the investment banking subsidiary of CIB, CI Capital. In August 2009, he was appointed as Deputy Chairman to the Banking Committee, American Chamber of Commerce.
Dr. William Mikhail
Member
AC/C
Dr. Mikhail is currently professor of Econometrics at the American University in Cairo (AUC), and has been a member of CIB’s Board of Directors since 1997. He obtained his PhD from the London School of Economics, London University, in 1969. In addition to his academic career, Dr. Mikhail has also worked with international consulting firms and as a UN consultant for more than two decades on econometric modelling and economic policy analysis in a number of countries. He has published extensively on econometric theory and applied econometrics in international journals, and supervised many PhD and MA theses both at Cairo University and AUC.
Mr. Mahmoud Fahmy
Member
AC/M, GCC/M
Counselor Fahmy is a well-respected Egyptian lawyer and international arbitrator. He is an Attorney at Law admitted to the Egyptian Bar of Civil, Commercial and Criminal Cassation Courts, the Supreme Administrative Court and the Supreme Constitutional Court. He is a member of the General Assembly of Public Sector’s Banks at the Central Bank of Egypt, a member of the Egyptian Businessmen’s Association and head of its Investment and Economic Legislation Committee, Chairman of the Egyptian Legal Association, Chairman of Corporate Leasing Co. Egypt (Corp-Lease), and Chairman of The Egyptian Leasing Association. In addition, Mr Fahmy is the owner and General Manager of Fahmy’s Law Office for Legal Profession, Legal Consultation, Arbitration, Investment and Capital Markets.
Dr. Nadia Makram Ebeid
Member
GCC/C
Dr. Nadia Makram Ebeid is the Executive Director of the Centre for Environment and Development for the Arab Region and Europe (CEDARE), an international diplomatic position she has held since January 2004. For a period of five years beginning in 1997, Dr. Ebeid served as Egypt’s first Minister of Environment, the first woman to assume this position in the Arab world. Early in her career, Dr. Ebeid held several managerial posts with the United Nations Development Program (UNDP), the United Nations Food and Agriculture Organization’s Regional Office for the Near East, and Council for Environment and Development Research. In recognition of her role in environmental policy and advocacy, Dr. Ebeid has been awarded numerous awards and distinctions from local and international NGOs, leading institutions and associations.
Dr. Medhat Hassanein
Member
AC/M
Dr. Medhat Hassanein, Egypt’s former Minister of Finance (1999 - 2004), is currently a professor of Finance and Banking with the Management Department of the School of Business, Economics & Communication at the American University in Cairo.
Dr. Hassanein is a senior policy analyst with long experience in institutional building, macro-policy analysis, financial economic, corporate finance and international financial management. He has previously served as advisor to government, high-level advisory bodies and the donor community. During his term as Minister of Finance, he developed and instituted the second generation set of fiscal public policy reforms for the government of Egypt. Dr. Hassanein has also served as Chairman and Board Member in public holding companies, private corporations and many renowned banks in Egypt, last of which was HSBC Egypt (2004 - May 2009) where he chaired its Audit Committee.
Mr. Paul Fletcher
Member
GCC/M
Mr. Paul Fletcher joined CIB’s Board of Directors in February 2010. Mr. Fletcher is Senior Partner of Actis, leading the firm from its London headquarters, which he joined in 2000. Actis currently has US$ 4.8 billion in funds under management, with over 100 investment professionals on the ground in nine offices worldwide.
Originally a banker with Cargill and Banker’s Trust, Mr. Fletcher transitioned into corporate finance in the early 1990s with a role at Citibank. At Citibank, he led the East African operations, becoming Head of Emerging Markets Strategic Planning. With two decades of experience in emerging markets, Mr. Fletcher’s career has spanned Kenya, Tokyo, New York and London. Mr. Fletcher is a Founding Director of the Emerging Markets Private Equity Association (EMPEA). He holds a Masters in Geography from Oxford University.
The Board of Directors’ Committees
The following sub-committees assist the Board in the fulfilment of its responsibilities:
Audit Committee
The Audit Committee’s mandate is to ensure compliance with the highest levels of professional conduct, reporting practices, internal processes and controls. Consistent with the interests of all stakeholders, the Audit Committee also sets and enforces high standards of transparency and strict adherence to internal policies and procedures. In performing these critical functions, the Audit Committee is cognizant of the important role CIB plays in the Egyptian financial sector as a leader in the aforementioned areas. The Audit Committee met four times throughout the course of 2010.
The Governance and Compensation Committee
The Governance and Compensation Committee (GCC) is an integral part of the overall responsibilities of the Board of Directors. As such, and in line with CIB’s Corporate Governance Framework, the GCC is responsible for establishing corporate governance standards, assessing Board effectiveness and determining the compensation of members of the Board. The GCC Committee also determines the appropriate compensation levels for the Bank’s senior executives and ensures that compensation is consistent with the Bank’s objectives and performance, strategy and control environment. The Governance and Compensation Committee met twice in 2010.
The Risk Committee
The primary mission of the Risk Committee is to assist the Board in fulfilling its risk oversight responsibilities by establishing, monitoring and reviewing internal control and risk management systems to ensure that the Bank has the proper focus on risk. It also recommends to the Board the Bank’s risk strategy, and explains its associated limits. The Risk Committee met four times throughout the course of 2010.
The Management Committee
The representatives of the Management Committee are the Chairman, the Chief Executive Officer of Institutional Banking, the CEO of Consumer Banking and the Chief Operations Officer. They meet exclusively, without the attendance of the Bank’s executive officers. The Management Committee is responsible for setting the overall strategy as well as the financial and operational performance goals of the Bank. The Management Committee met 12 times throughout the course of 2010.
The High Lending and Investment Committee
Composed of the Bank’s top executives, the High Lending and Investment Committee’s prime mandate is to focus on the credit and investment decisions of the Bank. The High Lending and Investment Committee regularly reviews and decides on the Bank’s credit facilities and equity investments as well as focusing on the asset quality, allocation and development. This Committee is responsible for taking executive and administrative decisions, thereby allowing the BOD to focus on strategy and growth opportunities, and in turn decreasing inherent conflicts of interest. The High Lending and Investment Committee met 47 times throughout the course of 2010.
References:
| Audit Committee |
AC |
| The Governance and Compensation Committee |
GCC |
| Risk Committee |
RC |
| Management Committee |
MC |
| High Lending and Investment Committee |
HLIC |
| Chairman |
C |
| Member |
M |