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Board of Directors Information

Board Composition

The Board of Directors comprises of 3 members appointed by major shareholders (NBB, BBK and AUB), 3 elected by the remaining shareholders, 2 independent directors and one director from CBB as an observer. They are appointed for a 3 year term from August 2018 till AGM 2021. The Board consists of members with a wide range of experience in the banking and information technology sector.

No

Director Name

Position in the Board

Committee

1

Mohamed Ebrahim Albastaki

Chairman – Independent Director

Chairman of NRGC

2

Ahmed Abdulrahim Bucheery

Vice Chairman - Executive Director

Member of AC

3

Tala Abdulrahman Fakhro

Non-Executive Director

Member of NRGC

4

Abdulrazaq Abdulkhaleq 

Non-Executive Director

Chairman of AC

5

Dr. Adel Abdulla Salem

Executive Director

Member of NRGC

6

Jayaraman Gurumurthy 

Executive Director

Member of AC & CRC

7

Khaled Abi Khalil

Executive Director

Member of NRGC & CRC

8

Hadyah Mohammed Fathalla

Independent Director

Chairwomen of CRC & member of AC

9

Yousef Rashid Al Fadhel

Director - CBB Observer

Member of CRC

Directors’ Roles and Responsibilities

The Board operates by delegating part of its authorities to management and by reserving certain powers to itself. The Board retains the responsibility for managing its own affairs including appointing the Chairman, Vice Chairman, proposing Board members for election to the Board, and constituting committees of the Board.

The Board provides direction to the affairs of the Company to ensure its development and financial sustainability and to enhance the value of its products and services. The Board is responsible for the overall quality of the Company performance and succession planning required to attain the Company’s major strategic and operational objectives; whereas it functions independently from the management. The duties and responsibilities of the Board can be summarized as below.

• Legal and primary oversight

• Setting the Corporate Direction

• Managing the overall performance of the Company

• Financial control

• Managing Risk

• Ensuring compliance with laws and regulations

• Reporting and Communication

Directors’ Profile

Director Name

Current Employment

Other Boards

Mohamed Ebrahim Albastaki

-

Board Member – Seef Properties, Fraiser Suites, SINNAD, SIO and Osool Company.

Board Trustee - Kingdom University

Ahmed Abdulrahim Bucheery

CEO - Ithmaar Group 

Vice Chairman - Faysal Bank Limited, Pakistan, Solidarity Group Holding, Bahrain Association of Banks & Waqf Fund for Islamic Banks. 

Board Member – Ithmaar Development Company.

Tala Abdulrahman Fakhro

Chief Project Officer - EDB

Board Member - Bahrain Development Bank

Board Member - SICO

Abdulrazaq Abdulkhaleq

-

Chairman Audit Committee - Sinnad.

Board Member - Bahrain Specialist Hospital & ITQAN CAPITAL

Chairman Audit Committee - Bahrain Specialist Hospital

Board Member and executive committee Member - Al Baraka Islamic Bank Bahrain

Dr. Adel Abdulla Salem

General Manager Retail Banking - BBK

Board Member - Invita Claims Management Company.

Board Member – CrediMax BSC

Board Member – BENEFIT Company

Gurumurthy Jayaraman

Group Head of Technology - AUB

Board Member - Bahrain Fintech Bay (Aug 2020)

Khaled Abi Khalil

Chief Operating Officer – SCB – Middle East Countries (excluding UAE)

Board Member - Standard Chartered Metropolitan Holding - Lebanon

Hadyah Mohammed Fathalla

Director of Strategic Projects - Office of His Majesty's Representative for Humanitarian Works and Youth Affairs

Board Member - Peregrine Partners Fund Company & Women in Fintech Bahrain.

Yousef Rashid Al Fadhel

Executive Director Corporate Services - CBB

-

Committees of the Board

The Board has, as a minimum, the below standing committees:

The Audit Committee (AC): 

The AC shall assist the Board of Directors in overseeing the responsibilities for the financial reporting process, the system of internal control, the audit process, monitoring financial risks, and the compliance with CBB and MOICT laws and regulations and the Company’s code of conduct. 

The Cyber and Risk Committee (CRC): 

The CRC shall assist the Board of Directors in overseeing the responsibilities for Cyber Security & Risk controls frameworks and policies, current and future risk exposure and future Cyber Security and Risk strategy.

The Nomination, Remuneration and Governance Committee (NRGC):

The NRGC review the Board composition and succession planning and report issues on the Corporate Governance and assist the Board in finding, evaluating and recommending candidates for the Board.


Each standing committee of the Board will have a written mandate of the committee charter. The Board may also create ad hoc Board committees to deal with specific projects. At least one member of the Board shall be appointed to each committee established by the Board. These committees do not need to be comprised of Board members exclusively.

Concurrent with the establishment of a committee, the Board shall designate the committee Chairman and each committee whether comprised exclusively of Board members or not shall have the power to fix its quorum at not less than a majority of its members.

Directors’ Remuneration 

Members of the Board of Directors’ remuneration is BHD 172,000 for the year 2020. The received sitting fees for attending the meetings of the Board, AC, CRC and NRGC for a total amount of BHD 60,000 for 2020.

Board Appointment

All Board members have signed the Board of Directors appointment letter when they join the Board.

Board and Committee Evaluation

The Board performs a self-evaluation on an annual basis. The NRGC reviews self-evaluations of individual Board members and the Committees and recommend to the Board for their approval.

Board Induction

New Board member receives an induction session held with the Chief Executive, which includes meetings with senior management, visits to company facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues.