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Corporate Governance

Corporate Governance Framework

The Emirates Citizen Bank ( United Arab Emirates ) Ltd’s (the ‘Bank’) Board of Directors is collectively responsible for the Corporate Governance of the Bank and complying with the above guidelines.

Emirates Citizen Bank ( United Arab Emirates ) Ltd adopts best practice control procedures appropriate for an institution of its size and nature incorporating strong and clear corporate governance policies and procedures to ensure and enhance transparency and efficiency, thereby protecting both the shareholder and customers.

The Board is committed to eliminating discrimination and encouraging diversity in appointing Directors to the Board of Emirates Citizen Bank ( United Arab Emirates ) Ltd such that the governing body of the Bank will be truly representative of all sections of society. This commitment is documented in the terms of reference of the Board Remuneration & Nominations Committee.

The Governance framework of the Bank is outlined in the “Corporate Governance Policy” and the Terms of Reference of the Board Audit, Risk and Compliance Committee, the Board Credit Committee, Remuneration & Nominations Committee and the Management Committee, all of which are subject to continuous review and fine-tuning as deemed necessary. These guidelines hinge on the evolving needs and expectations of depositors, regulators, investors and the market at large.

Conduct Risk

The Emirates Citizen Bank ( United Arab Emirates ) Ltd evaluates and controls Conduct Risk in line with guidance issued by the Financial Conduct Authority who state that one or more of the following Risk Factors would indicate a Conduct Risk weakness:

The observation of numerous or especially significant conduct failings or repeated failings that when examined individually might not be considered serious.
Occurrence of failings in several business areas, as this is an indicator of wider cultural issues within the Bank.
A poorly functioning Board, for example failing to challenge executives or take a lead in considering conduct.
Evidence of control areas such as Risk, Compliance and Internal Audit being poorly managed, under-resourced, or unable to make their voices heard at Board level.

Evidence of Weak Risk Management

Evidence of other weaknesses in the way in which the Board and Senior Management influence key cultural factors, for example ‘tone from the top’, pay and incentives, and their adherence to the organisation’s values.

Committees

In order to assist it in its Corporate Governance and Conduct Risk duties the Board has established the following committees:

The Board Audit, Risk & Compliance Committee (“ARCC”) is constituted to ensure that the Executive Management has established and maintains an effective system of internal controls on behalf of the Board. It is also responsible for providing a channel of communication between the Board, the Management Committee, the Risk and Compliance functions, and Internal and External Audit.
The Board Credit Committee (“BCC”) reviews all requests for lending in excess of the designated authority of the Management Committee. The Committee shall make assessments, decisions, and recommendations regarding proposed credit and investment risk exposures of the Bank.
The Remuneration and Nominations Committee is the main authority for determining levels and packages of remuneration as well as any new appointments to the Board, Board Committees, or the senior management team.
The Management Committee and Management Team are responsible for implementing the Bank’s business plan and achieving the strategic goals set by the Board of Directors.

Management Team

The Executive Management Team consists of the two executive directors, and three other senior managers making up the Management Committee, who serve as the executive governing body for the Bank. The Management Committee is the principal forum for conducting the business of the Bank, and is responsible for the efficient and controlled operation of the business.

Sophoklis Argyrou
Executive Managing Director and CEO.

Martin Osborne
Executive Director - Finance and Operations.

Rollo Greenfield
Head of Risk and Compliance - Money Laundering Reporting Officer (MLRO).

Tony Hunt
Head of Business Development and Trade Services.

Emirates Citizen Bank ( United Arab Emirates ) Ltd is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. .

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