Corporate Governance

 

GBCORP has revamped its business strategy and has implemented key strategic initiatives to make the Bank more resilient, more responsive and better poised to leverage on opportunities, while at the same time safeguarding the interests of our investors and shareholders.

 

GBCORP is committed to applying the highest international standards and global best practices in corporate governance. Having developed a strong corporate governance framework, which aims to protect the interests of all stakeholders, ensure compliance with regulatory requirements and enhance organizational efficiency, GBCORP has succeeded in imbuing a culture of corporate governance.

 

 

Governance Structure

In order to effect corporate governance, a solid structure had to be devised. GBCORP achieved this by structuring the organization, such that functions and responsibilities are clearly divided, mirroring the division of roles and responsibilities of the Board of Directors, Board committees, the Shari’a Supervisory Board, executive management, as well as executive management committees.

 

Board of Directors

The Board of Directors of GBCORP is ultimately responsible for the direction and monitoring of business strategy, risk management, internal control environment and transparent corporate governance framework. The Board has delegated certain responsibilities to Board Committees in line with corporate governance standards of the CBB. Decision making at the Board level is based on financial information and investment updates presented by the management periodically. The Bank’s strategic vision and financial performance is closely monitored by the Board in line with business strategy and approved budgets.

 

Board Committees Nomination, Remuneration and Governance Committee

The Nomination, Remuneration and Governance Committee oversees matters related to the nomination of new Directors, assessment of the Board, its Committees and Managing Director /Chief Executive Officer and Senior Management, as well as the remuneration of Directors and Senior Management. It is also responsible for all corporate governance matters.

 

Executive Committee

The Executive Committee is a sub-committee of the Board, entrusted to oversee the Executive Management, implement business plans, take major administrative and budgetary decisions and approve all forms of risk, underwritings, direct investments and new products of the Bank, including, but not limited to, real estate, private equity, asset management, advisory services (corporate finance and capital markets) and portfolio management.

 

Audit Committee

TThe Audit Committee has oversight responsibilities pertaining to financial reporting, internal control, risk management, internal audit, external audit, compliance, Shari’a rules and principles and other relevant matters.

 

Shari’a Supervisory Board

Being an Islamic Bank, GBCORP has appointed a Shari’a Supervisory Board to direct, review and supervise the Bank’s activities, to ensure full compliance with the rules and principles of Islamic Shari’a. The Bank conducts internal Shari’a reviews which ensure that all the business activities are in compliance with Shari’a principles and applicable AAOIFI standards. As mentioned in the report of the Shari’a Supervisory Board, during the year 2010, the Bank was in full compliance with principles of Shari’a and other applicable laws.

 

Executive Management

While the Chief Executive is responsible for day-to-day management of the Bank, the Managing Director has oversight responsibilities over the Executive Management and has primary responsibility for all control functions, as set out in the Organization Chart diagram

 

Executive Management Committees Management Committee (MANCOM)

MANCOM is the principal management committee which is responsible for the day-to-day general oversight of the Bank’s business, including, but not limited to, the following issues: budgetary, strategy, investment, personnel, audit, and compliance.

 

Asset & Liability Management Committee (ALCO)

The primary role of ALCO is to manage the Bank’s balance sheet profile and in the process, manage the liquidity and profit rate risks faced by the Bank.

 

Risk Management Committee (RMC)

RMC acts to ensure that the Bank has an effective risk management framework in place, meets regulatory requirements and is in line with best practice methodologies.

 

Strategy

The Bank’s ‘Way Forward’ strategy is to leverage its regional experience and expertise to establish a strong presence at a global level. The Bank aims to be an investment bridge for its clients by actively facilitating rewarding investment opportunities from within the GCC to other markets.

 

Code of Conduct

The Bank has developed a Code of Business Conduct that governs the professional and personal behaviour of the directors, management and staff.

 

Disclosures

A Disclosure Policy has been developed as part of the Bank’s commitment to adopt the highest standards of transparency and fairness in disclosing information for the benefit of all stakeholders. The Central Bank of Bahrain has pointed out that in the “Printed Annual Report” for the year 2009; the financial statements were not signed. The “Signed Financial Statements” for the year ended 31 December 2009 are available on the official website of the Bank and the same version was part of the Annual Report for the year 2009 . For the Annual Report 2010, the signed financial statements have been included in the “Printed Annual Report”. Similarly, a signed report of the Shari’a Supervisory Board Report (SSB) has also been included in the printed Annual Report for the year 2010.

GBCORP is committed to disclosing information to the public in a manner consistent with guidelines provided by the Central Bank of Bahrain and in line with Basel II Pillar III requirements.

 

Corporate Communications Policy

GBCORP maintains an effective communications policy that enables both the Board and Management to communicate properly with its shareholders, stakeholders and the public generally. Main communications channels include the Annual General Meetings annual report and accounts, corporate website and corporate brochure and regular announcements in the appropriate local press. It is the duty of the Board to ensure that the annual general meeting is conducted in an efficient manner and serves as a key mechanism in shareholder communications. Shareholders are supplied with comprehensive, timely information and encouraged to participate actively in the Annual General Meetings.

 

Corporate Social Responsibility

GBCORP is an Islamic investment bank that operates in accordance with rules and guidelines of Islamic Shari’a, and adopts strong ethical business principles. Since its inception in June 2007, GBCORP has met its corporate social responsibility through various activities that support the local community, contribute to the development of Islamic banking, and promote Bahrain’s reputation as the financial hub of the Middle East and an attractive destination for foreign investment.

In 2008, GBCORP made a major endowment to Bahrain’s Waqf Fund for research, education and training in Islamic banking and finance. Initiated by the Central Bank of Bahrain, and supported by leading Bahrain-based Islamic financial institutions, the Waqf Fund has facilitated the establishment of a dedicated Islamic Training Centre at the Bahrain Institute of Banking & Finance, designed to prepare young professionals for a career in the fast-growing Islamic financial services industry.

The Bank also conducts an annual summer internship programme for Bahraini students from universities around the world, providing them with hands-on experience, and enhancing their skills and knowledge in different aspects of Islamic investment banking.