Corporate Governance: Board Committees

Corporate governance

Board committee structure

The board is ultimately responsible for the conduct of Emirates NBD’s affairs but, for greater efficiency, board committees have been established with formally delegated objectives, authorities, responsibilities, and tenure.

The board has established six permanent board committees. Changes in committee assignments are made based on committee needs, directors’ interests, experience and availability, and applicable regulatory and legal considerations.

Each of the permanent committees has its own terms of reference approved by the board, which sets out the responsibilities of the committee, the qualifications and procedures of the committee and how the committee will report to the board. Each committee conducts a self-evaluation annually. The chairman of each committee determines the frequency of committee meetings, consistent with the regulatory requirements, committee's terms of reference and the requirements of Emirates NBD.

The board regularly reviews the composition of the board committees. The Board Audit Committee and the Board Risk Committee have an independent director appointed as the chair, and the Board Risk Committee has a majority of independent members as required by CBUAE regulations.

Board Audit Committee (BAC)

Chairman:
Mr. Jassim Mohammed Al Ali

Members:
Mr. Hesham Abdulla Al Qassim
Mr. Salem Mohammed Obaidalla

Overview and scope:

The primary responsibility and function of the BAC is to assist the Board of Emirates NBD fulfil its duties by overseeing:

The integrity of the Emirates NBD’s financial statements and reporting;
Emirates NBD’s financial and audit controls;
The evaluation, independence, performance and remuneration of Emirates NBD’s external auditors;
The effectiveness, independence and performance of the internal audit function;
The effectiveness of the overall risk governance framework and internal control system;
Compliance with legal and regulatory requirements and internal policies; and
Shari'ah audit and compliance.

For Terms of Reference click here

Board Risk Committee (BRC)

Chairman:
Mr. Ali Humaid Al Owais

Members:
Mr. Hesham Abdulla Al Qassim
Mr. Jassim Mohammed Al Ali

Overview and scope:

The primary responsibility and function of the BRC is to assist the Board of Emirates NBD fulfil its duties by overseeing:

Overall risk strategy, risk appetite and risk tolerance;
The Group-wide risk governance framework, including risk appetite;
The Group’s risk profile and risk monitoring with respect to the approved risk appetite framework;
Credit and market risk exposures against the Group’s risk profile; and
Basel II and III related activities.

For Terms of Reference click here

Board Nomination, Remuneration and ESG Committee (BNRESGC)

Chairman:
Mr. Buti Obaid Buti Al Mulla

Members:
Mr. Hesham Abdulla Al Qassim
Mr. Ali Humaid Al Owai

Overview and scope:

The primary responsibility and function of the BNRESGC is to assist the board to fulfil its duties by overseeing:

Matters relating to the board, including the composition, nomination, assessment, succession plans and remuneration policies for the directors
Reporting on corporate governance and remuneration matters, and the development of the corporate governance framework, systems and controls
Oversight of Environment, Social and Corporate Governance (ESG) and corporate sustainability strategy
Corporate culture and values, including its governance culture
Selection, assessment, succession and remuneration policies for senior management
HR strategy, including Emiratisation

For Terms of Reference click here

Board Credit and Investment Committee (BCIC)

Chairman:
Mr. Hesham Abdulla Al Qassim

Members:
HE. Mohamed Hadi Ahmad Al Hussaini
Mr. Ali Humaid Al Owais
Mr. Salem Mohammed Obaidalla

Overview and scope:

The primary responsibility and function of the BCIC is to assist the Emirates NBD’s Board fulfil its duties by overseeing:

Management of credit exposures and investment portfolio;
Effectiveness of the credit and investment risk strategy and policies;
Approval of new products and services, bank and country lines, credit facilities and investment and asset management proposals;
Ensure that credit risk rating is aligned with business strategy and risk appetite; and
Review the portfolio composition, quality, performance and compliance.

For Terms of Reference click here

Board Executive Committee (BEC)

Chairman:
Mr. Hesham Abdulla Al Qassim

Members:
HE. Mohamed Hadi Ahmad Al Hussaini
Mr. Ali Humaid Al Owais
Mr. Salem Mohammed Obaidalla

Overview and scope:

The primary responsibility and function of the BEC is to act for the Board on urgent matters between regular Board meetings in cases where it is not possible to convene a meeting of the Board and to manage other matters delegated by the Board. The BEC exercises the powers of the Board in the supervision and oversight of the Group’s affairs.

For Terms of Reference click here

Board Profit Equalisation Committee

Chairman:
Mr. Hesham Abdulla Al Qassim

Members:
Mr. Buti Obaid Al Mulla
Dr. Salim Al Ali.

Overview and scope:

The primary responsibility and function of the BPEC is to assist the Emirates NBD Board to fulfil its duties by overseeing:

Policies and strategies for Islamic investments, and strategies for the management of displaced commercial risk;
Regular reviews of the Islamic investment policies and the performance of the asset portfolio in which Islamic account holders’ funds are invested;
Monitoring and scrutiny of the utilisation of reserves such as Profit Equalisation Reserve (“PER”) and Investment Risk Reserve (“IRR”) and to make appropriate recommendations to the Board; and
The implementation of the governance policy framework, with the primary objective of protecting the interests of stakeholders in line with the Higher Shari’ah Authority and Internal Shari’ah Supervision Committee resolutions.

For Terms of Reference click here

Board Audit Committee (BAC)

Chairman:
Mr. Jassim Mohammed Al Ali

Members:
Mr. Hesham Abdulla Al Qassim
Mr. Salem Mohammed Obaidalla

Overview and scope:

The primary responsibility and function of the BAC is to assist the Board of Emirates NBD fulfil its duties by overseeing:

The integrity of the Emirates NBD’s financial statements and reporting;
Emirates NBD’s financial and audit controls;
The evaluation, independence, performance and remuneration of Emirates NBD’s external auditors;
The effectiveness, independence and performance of the internal audit function;
The effectiveness of the overall risk governance framework and internal control system;
Compliance with legal and regulatory requirements and internal policies; and
Shari'ah audit and compliance.

For Terms of Reference click here

Board Risk Committee (BRC)

Chairman:
Mr. Ali Humaid Al Owais

Members:
Mr. Hesham Abdulla Al Qassim
Mr. Jassim Mohammed Al Ali

Overview and scope:

The primary responsibility and function of the BRC is to assist the Board of Emirates NBD fulfil its duties by overseeing:

Overall risk strategy, risk appetite and risk tolerance;
The Group-wide risk governance framework, including risk appetite;
The Group’s risk profile and risk monitoring with respect to the approved risk appetite framework;
Credit and market risk exposures against the Group’s risk profile; and
Basel II and III related activities.

For Terms of Reference click here

Board Nomination, Remuneration and ESG Committee (BNRESGC)

Chairman:
Mr. Buti Obaid Buti Al Mulla

Members:
Mr. Hesham Abdulla Al Qassim
Mr. Ali Humaid Al Owai

Overview and scope:

The primary responsibility and function of the BNRESGC is to assist the board to fulfil its duties by overseeing:

Matters relating to the board, including the composition, nomination, assessment, succession plans and remuneration policies for the directors
Reporting on corporate governance and remuneration matters, and the development of the corporate governance framework, systems and controls
Oversight of Environment, Social and Corporate Governance (ESG) and corporate sustainability strategy
Corporate culture and values, including its governance culture
Selection, assessment, succession and remuneration policies for senior management
HR strategy, including Emiratisation

For Terms of Reference click here

Board Credit and Investment Committee (BCIC)

Chairman:
Mr. Hesham Abdulla Al Qassim

Members:
HE. Mohamed Hadi Ahmad Al Hussaini
Mr. Ali Humaid Al Owais
Mr. Salem Mohammed Obaidalla

Overview and scope:

The primary responsibility and function of the BCIC is to assist the Emirates NBD’s Board fulfil its duties by overseeing:

Management of credit exposures and investment portfolio;
Effectiveness of the credit and investment risk strategy and policies;
Approval of new products and services, bank and country lines, credit facilities and investment and asset management proposals;
Ensure that credit risk rating is aligned with business strategy and risk appetite; and
Review the portfolio composition, quality, performance and compliance.

For Terms of Reference click here

Board Executive Committee (BEC)

Chairman:
Mr. Hesham Abdulla Al Qassim

Members:
HE. Mohamed Hadi Ahmad Al Hussaini
Mr. Ali Humaid Al Owais
Mr. Salem Mohammed Obaidalla

Overview and scope:

For Terms of Reference click here

Board Profit Equalisation Committee

Chairman:
Mr. Hesham Abdulla Al Qassim

Members:
Mr. Buti Obaid Al Mulla
Dr. Salim Al Ali.

Overview and scope:

The primary responsibility and function of the BPEC is to assist the Emirates NBD Board to fulfil its duties by overseeing:

Policies and strategies for Islamic investments, and strategies for the management of displaced commercial risk;
Regular reviews of the Islamic investment policies and the performance of the asset portfolio in which Islamic account holders’ funds are invested;
Monitoring and scrutiny of the utilisation of reserves such as Profit Equalisation Reserve (“PER”) and Investment Risk Reserve (“IRR”) and to make appropriate recommendations to the Board; and
The implementation of the governance policy framework, with the primary objective of protecting the interests of stakeholders in line with the Higher Shari’ah Authority and Internal Shari’ah Supervision Committee resolutions.

For Terms of Reference click here

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