Corporate Governance & Compliance
Corporate Governance
Corporate governance refers to the set of systems, principles and processes by which a company
is governed. They provide the guidelines as to how the bank can be directed or controlled such
that it can fulfill its goals and objectives in a manner that adds to the value of the bank and is also
beneficial for all stakeholders in the long term. Stakeholders in this case would include everyone
ranging from the board of directors, management, shareholders to customers, employees and
society. The management of the bank hence assumes the role of a trustee for all the others.
Board Committees
The bank has established the following committees, which will help the board in fulfilling its
roles and functions:
Audit Committee
Audit Committee is a committee of the board of directors responsible for oversight of the
financial reporting process, selection of the independent auditor, and receipt of audit results both
internal and external. The committee assists the board of directors fulfill its corporate governance
and overseeing responsibilities in relation to an entity’s financial reporting, internal control
system, risk management system and internal and external audit functions. The Committee
consists of three directors, two of them are an independent directors and one is a non-executive director
Executive Committee
Executive committee duties are based on providing organizational
direction on behalf of the board and advising the board on decisions and business matters
ranging from strategy planning, policy, investment and risk.
Nomination & Corporate Governance Committee
It plays a critical role in overseeing matters of corporate governance for the board, including
formulating and recommending governance principles and policies. This committee is charged
with enhancing the quality of nominees to the board and ensuring the integrity of the nominating
process. The Committee consists of three directors, two of them are an independent directors and
one is a non-executive director.
Code of Conduct

The Code of Conduct outlines the laws imposed by Bahraini Authorities including Central Bank of
Bahrain and Ministry of Industry and Commerce. The Code will enable the board members to understand
their roles and responsibilities towards the bank and all stakeholders and their basic standards of
professional and ethical conduct that will enable them to achieve their objectives of compliance in
addition to Sharia'h rules and principles.
Board of Director's Code of Conduct
The bank has set up the board of director's code of conduct to provide guidance to its members
regarding ethical behavioral consideration or actions and to be in alignment with the bank's
vision and values to achieve the bank's mission, objectives and aims at enhancing ethical and
transparent process in managing the affairs of the bank.
APPENDIX 1 Internal Audit Charter
Board Committee Meetings Attendance 2016
Board Committee Meetings Attendance 2016

IDB's Board Directorships
IDB Delegated Approval Authority
Investment and Credit Approval Authority
Board Selection Process

The Board has established the Nomination Committee to manage, oversee and review the structure, size and composition of the Board and to recommend on matters in relation to appointments or re-appointments of directors of the bank. The Committee implements an annual review on the performance of the Board members and assesses the required skills and characteristics of individual Board members as well as the composition of the Board, including assessments of independence on Non- Executive directors. The Terms of Reference of Nomination Committee describes in details the assessment process.
Tel              +973 17 500555
Fax             +973 17 200005

P.O.Box 75751,   Kingdom of Bahrain
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