Company Governance

Emirates NBD sees corporate governance as critical and crucial to achieve its primary goal of creating a sound working environment, achieving better performance and long-term value for all stakeholders. Governance frameworks enable the Group to reduce risk and manage change in-line with achieving its strategic objectives.

The Group also seeks to enhance the performance of the Company's Board of Directors, strengthen internal control, follow up the implementation of strategies and define the roles and powers of shareholders, the Board of Directors and the Executive Management, in addition to stressing the importance of transparency and accurate disclosure of information used in accordance with international best practice.

Transparency and accountability are central to Emirates NBD's business, ensuring that the controls necessary for effective risk management, regulatory compliance, and accurate disclosure of information to the market are in place. Emirates NBD is committed to operating according to international best practice.

Emirates NBD fosters excellent professional relationships both internally - between the bank's Board, its Committees and its Executive Management team and externally, with shareholders, the Central bank, and other regulatory bodies, and the business communities the Group operates in.

We as a Group, abides by all international banking regulations, UAE central bank rules and DIFX stipulations. The Group's Risk and Capital Management fully complies with Basel II requirements and Anti Money Laundering laws.

The Board strongly promotes good corporate governance in order to achieve superior performance, while maintaining conformity with laws and regulations. The Board adopts innovative tools in its governance and compliance systems to be in line with best corporate practices.

The Board and Its Committees

The Board

The Group's Board of Directors meets at least five times during the year, and is comprised of nine prominent members of the local business community, all of whom are leaders in their respected industries.

Mr. Ahmed Alkhalfawi, in his capacity as the Group Company Secretary, supports the Board by ensuring that regulatory obligations and corporate governance requirements are met. He manages the operations of the company's formal decision making, safeguarding that all appropriate procedures are followed.

As provided in Emirates NBD's Articles of Association, the Board of Directors is responsible for the overall direction, supervision and control of Emirates NBD Bank P.J.S.C. The Board's mandate covers the formal agenda for the overall strategy and oversight of the corporate structure, financial reporting, internal controls, risk management policies, as well as approval of the Annual Report and corporate dividends. The members of the Board comprise a suitable balance of executive, nonexecutive and independent Directors.

Emirates NBD's Board of Directors includes:

Name	Position
H.H. Sheikh Ahmad Bin Saeed Al Maktoum	Chairman
Mr. Hesham Abdulla Al Qassim	Vice Chairman
H.E. Mohamed Hadi Ahmad Al Hussaini	Director
H.E. Huda Sayed Naim Al Hashimi	Director
Mr. Jassim Mohammed Al Ali	Director
H.E. Khalid Juma Al Majid	Director
Mr. Buti Obaid Al Mulla	Director
Mr. Salem Mohammed Obaidalla	Director
Mr. Ali Humaid Al Owais	Director

Board Committees

There are five Board Committees that assemble regularly to govern Emirates NBD Bank's activities on behalf of its stakeholders:

Board Executive Committee:

Name	Position
Mr. Hesham Abdulla Al Qassim	Chairman
H.E. Mohamed Hadi Ahmad Al Hussaini	Member
Mr. Ali Humaid Al Owais	Member
Mr. Salem Mohammed Obaidalla	Member

The Board Executive Committee acts on behalf of the Board on urgent matters arising between regular Board meetings when it is not possible to assemble a Board meeting. The Committee exercises the powers of the Board in the supervision and oversight of Emirates NBD Group affairs.

Board Audit Committee (BAC)

Name	Position
Mr. Jassim Mohammed Al Ali	Chairman
Mr. Hesham Abdulla Al Qassim	Member
Mr. Salem Mohammed Obaidalla	Member

The Board Audit Committee assembles quarterly and is responsible for ensuring quality control in Emirates NBD Group's financial reporting and compliance processes. The Board Audit Committee oversees and monitors all the internal controls and systems in place for financial reporting, and ensures legal and regulatory compliance on financial matters. The Committee is responsible for framing policies on internal audit, overseeing financial reporting process, providing oversight and interacting with the Group's external and internal auditors.

Please click here to view the Internal Audit Charter.

Board Risk Committee Members (BRC)

Name	Position
Mr. Ali Humaid Al Owais	Chairman
Mr. Hesham Abdulla Al Qassim	Member
Mr. Salem Mohammed Obaidalla	Member

The Board Risk Committee shapes the overall philosophy and approves all risk management frameworks. The Committee also supervises the establishment and operations of risk management systems and receives regular reviews on their effectiveness. It is also responsible for Emirates NBD Group's corporate and risk governance framework, which includes reviewing, approving and monitoring various Group Risk Management Procedures, Group Risk appetite and the Overall Risk Profile. The Committee also supervises Basel II and III related activities. It assembles on a quarterly basis.

Board Nomination and Remuneration Committee (BN&RC)

Name	Position
Mr. Buti Obaid Buti Al Mulla	Chairman
Mr. Hesham Abdulla Al Qassim	Member
Mr. Ali Humaid Al Owais	Member

The Committee reviews and guides Management on strategic Human Resources (HR) decisions that are related to executive succession planning, nationalisation strategy, top management appointments and remuneration policies. The Committee assembles on a quarterly basis and ensures that the Group's HR policies are practiced in a professional and ethical manner.

Board Credit and Investment Committee

Name	Position
Mr. Hesham Abdulla Al Qassim	Chairman
H.E. Mohamed Hadi Ahmad Al Hussaini	Member
Mr. Ali Humaid Al Owais	Member
Mr. Salem Mohammed Obaidalla	Member

The Board Credit and Investment Committee assembles as required in order to review and approve the Group's credit exposures and investment portfolios. This highly specialised Committee supports the Board Executive Committee and the Board Risk Committee in actively managing credit and investment risk. It oversees the execution of the Group's credit risk management and reviews the credit profile of material portfolios to ensure that credit risk rating is aligned with business strategy and risk appetite.

Executive Committee Team

The Management Executive Committee (EXCO) manages the Group activities in a manner consistent with the business strategy, risk appetite, remuneration and other policies set by the Board. The EXCO updates the Board periodically with all material matters including changes in business strategy and risk appetite, Group's performance and financial condition, breaches of risk limits or compliance rules, internal control failures, legal or regulatory concerns. EXCO assembles twice a month.

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