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Corporate Governance

Gulf One Investment Bank B.S.C.(c),(Gulf One), is committed to the highest standards of governance based on embedding the values and behaviours required to ensure transparency, fair dealing and to protect stakeholder interests.

Good corporate governance is not only fundamentally sound for how we manage our business but also assists the bank in building long term, sustainable performance as it is being driven by demands from both, the market and the international banking regulators.

The Bank’s corporate governance philosophy and approach should be read in conjunction with the discipline, tools and exposures outlined in its Risk Management disclosures.

Framework and Approach to Corporate Governance
Our approach to corporate governance is based on a set of values and behaviours that underpin everyday activities, ensure transparency and fair dealing, and protect stakeholder interests. This approach includes a commitment to the highest standards of governance, which our Board sees as fundamental to the sustainability of our business and performance. In pursuing this commitment, the Board monitors local and global developments in corporate governance and their implications for the Bank.

Corporate governance is the system by which the Bank is directed and managed. It influences how the objectives of the Bank are set and achieved, how risk is monitored and assessed, and how performance is optimised. Good corporate governance structures encourage the Bank to create value (through entrepreneurism, innovation, development and exploration) and provide accountability, transparency and control systems commensurate with the risks involved. Good governance is essential for building and maintaining long term survival and success, so directors have a continuing obligation to ensure that not only do they themselves understand and practice it, but that our managers are properly trained in its principles and practical application. The corporate governance framework of Gulf One enshrines the concepts of good governance as required by the Central Bank of Bahrain and is consistent with international best practices.

The Board Charter serves as a reference point for Board activities and like best practice, develops as the organisation grows with market and regulatory requirements. In addition to the roles and responsibilities, the Board Charter and Board Sub Committee Charters, define the ethical standard for business practices that are to be followed by each Board member. During re-elections of directors as well as periodically, compliance with these standards is assessed by the Board as a whole.

Principles of Good Corporate Governance and Best Practice
The Bank has articulated ten core principles which underlie good corporate governance in our document entitled “Principles of Good Corporate Governance and Best Practice”.

Good corporate governance principles influence how the objectives of the Bank are set and achieved, how risk is monitored and assessed, and how performance is optimised. It allows the management to create value (through entrepreneurism, innovation, development and exploration) while providing accountability and control systems commensurate with the risks involved. The principles are as follows:

Principle 1 - Lay solid foundations for management and oversight
Recognise and publish the respective roles and responsibilities of board and management.

Principle 2 - Structure the board to add value
Have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties.

Principle 3 - Promote ethical and responsible decision-making
Actively promote ethical and responsible decision-making.

Principle 4 - Safeguard integrity in financial reporting
Have a structure to independently verify and safeguard the integrity of the Bank’s financial reporting.

Principle 5 - Make timely and balanced disclosure
Promote timely and balanced disclosure of all material matters.

Principle 6 - Respect the rights of shareholders
Respect the rights of shareholders and facilitate the effective exercise of those rights.

Principle 7 - Recognise and manage risk
Establish a sound system of risk oversight and management and internal control.

Principle 8 - Encourage enhanced performance
Fairly review and actively encourage enhanced board and management effectiveness.

Principle 9 - Remunerate fairly and responsibly
Ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined.

Principle 10- Training and Competency

Ensure the bank engages highly skilled and competent staff and maintains professional knowledge.

Principle 11 - Recognise the legitimate interests of stakeholders
Recognise legal and other obligations of all legitimate stakeholders.

Bahrain Corporate Governance Standards
In line with international best practice and governance standards, the Central Bank of Bahrain (CBB) has undertaken a review of its corporate governance standards and has issued a series of additional corporate governance rules and guidelines which have been implemented. These enhancements are in line with developments in other countries including the UK and the US.

The overall objective of the enhancement of the corporate governance framework is to foster a culture within Bahrain banks, of proactive boards and senior managers who are accountable and responsible for the affairs and performance of their banks.

Included among these corporate governance rules are:
 boards of banks must periodically assess their composition and size and, where appropriate, reconstitute themselves by selecting new directors to replace long-standing directors;
 no board member may hold more than one directorship of Bahrain bank licensees within the same license category;
 boards must identify their members in the annual report as executive, non-executive and independent non-executive and outline in the annual report their criteria and materiality thresholds for the definition of ‘independence’;
 independent non-executive directors are permitted to meet periodically without executive management present; and
 formal letters of appointment are issued to both senior management and board members, outlining their specific responsibilities and accountabilities.
The Central Bank of Bahrain and the Bahrain Ministry of Industry and Commerce require compliance with a new Corporate Governance Code (the ‘Governance Code’), which, among other things, requires the Board of Directors to:
 adopt written corporate governance guidelines covering the matters in the Governance Code and any other matters deemed appropriate by the Board of Directors; and
 report at each annual shareholders meeting on compliance with the corporate governance guidelines and the Governance Code and explain the extent to which, if applicable, it has varied them or believes that any variance or noncompliance was justified.

We are pleased to advise that Gulf One Investment Bank B. S. C. © is in compliance with CBB rules and we comply with the Governance Code.

Disclosure and Communications Policy
The Directors and management of the Bank are committed to promoting consistent disclosure practices aimed at accurate, timely and broadly disseminated disclosure of material information about the Bank to the shareholders and the market as required by jurisdictional regulation. The Bank makes available on its website, the quarterly and annual financial reports, as well as printed annual reports to shareholders. This is defined by the Bank’s Corporate Communication Policy and the Group Disclosure and External Communication Policies, in addition to the Central Bank of Bahrain’s, Pillar 3 disclosure requirements and that of the Public Disclosure Module outlined in the CBB’s Rulebook.


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