2011 Annual Report - Khaleeji Commercial Bank BSC

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KHALEEJI COMMERCIAL BANK BSC RISK MANAGEMENT DISCLOSURES 9. Corporate Governance & Other Disclosures (continued) 9.4 Distribution of ownership shares by nationality The Bank’s Register of Shareholders as at 31 December 2011 indicates a total of 548 shareholders who collectively owned 1,154,161,084 (One Billion One Hundred Fifty Four Million One Hundred Sixty One Thousand and Eighty Four) shares with a nominal value of BD 0.100 (One Hundred Fils) each. The breakdown of shareholders in the Bank by nationality is as follows: Nationality no. of equity shares held No. of shareholders % of shareholders Bahraini 681,306,490 450 59.03 Non-Bahraini 472,854,594 98 40.97 Total 1,154,161,084 548 100.00 As at 31 December 2011, none of the Bank’s shares were held by the Government of the Kingdom of Bahrain. 9.5 Board committees The Board of Directors has constituted four Committees with specific delegated authorities: Committee Members Primary responsibilities Board Nominations, Remunerations and Governance Committee (BNRGC) Board Audit Committee (BAC) Board Investment and Credit Committee (BICC) Board Risk Management Committee (BRMC) • Abdulla Abdulkarim Showaiter. • Mohammed Barrak Al-Mutair. • Khalid Rashid Al-Thani. • Khalid Rashid Al-Thani. • Abdulrahman A. Al-Kooheji. • Khalid Hussain Al-Maskati. • Dr. Fuad Abdulla Al-Omar. • Abdulrahman M. Jamsheer. • Abdulla Abdulkarim Showaiter. • Ebrahim Hussain Ebrahim. • Mohammed Barrak Al-Mutair. • Mosobah Saif Al-Mutairy. • Abdulrahman A. Al-Kooheji. • Khalid Hussain Al-Maskati. • Tariq Qassim Fakhroo. • Human Resources. • Compensation and incentives. • Administration. • Corporate Governance. • Internal Audit. • External Audit. • Compliance. • Anti-Money Laundering. • Investment & credit approval. • Setting limits. • Investment policies. • Asset Liability Management. • Banking relationship. • Oversight of Off-Balance Sheet Vehicles. • Risk management. • Policies related to risk management. Meetings of the Board and its committees are held as and when required but in accordance with the Regulations the Board meets at least once a quarter. The Board of Directors met six times in 2011. The Bank held its Annual General Meeting (“AGM”) on 31 March 2011. In addition to physical meetings, several written resolutions were circulated to the Directors during 2011 for approval by mail and facsimile. In addition, the Board Audit Committee (BAC) held 4 meetings, the Board Investment and Credit Committee (BICC) held 6 meetings, the Board Nominations, Remunerations and Governance Committee (BNRGC) held 4 meetings and the Board Risk Management Committee (BRMC) held 4 meetings. The Board of Directors and its committees receive regular reports on various aspects of the Bank’s business from senior management as well as from Internal Audit, Risk Management, Financial Control, and Operations Departments. 110 Annual Report 2011
KHALEEJI COMMERCIAL BANK BSC RISK MANAGEMENT DISCLOSURES 9. Corporate Governance & Other Disclosures (continued) 9.6 Board committees meeting dates • Board meetings: a total number of 6 meetings were held. Director’s name Meeting dates during the year 2011 26 th 14 th 28 th 4 th 28 th 27 th Attendance January * April April August September October % * Dr. Fuad Abdulla Al-Omar ✓ ✓ ✓ ✓ ✓ ✓ 100% Abdulrahman Mohamed Jamsheer N/A ✓ ✓ ✓ ✓ ✓ 100% Abdulla Abdulkarim Showaiter ✓ ✓ ✓ ✓ - ✓ More than 75% Ebrahim Hussain Ebrahim ✓ ✓ ✓ ✓ ✓ ✓ 100% Khalid Hussain Al-Maskati N/A ✓ ✓ - - ✓ Less than 75% Abdulrahman Abdulla Al-Kooheji N/A ✓ ✓ ✓ - ✓ More than 75% Mohammed Barak Al-Mutair - - - ✓ ✓ - Less than 75% Mosobah Saif Al-Mutairy N/A ✓ ✓ ✓ ✓ ✓ 100% Tariq Qassim Fakhroo N/A ✓ ✓ ✓ - ✓ More than 75% Khalid Rashid Al-Thani ✓ ✓ ✓ ✓ - ✓ More than 75% * The following members joined the Board officially on 31 st March 2011: • Abdulrahman Mohammed Jamsheer, • Khalid Hussain Al-Maskati, • Abdulrahman Abdulla Al-Kooheji, • Mosobah Saif Al-Mutairy, • Tariq Qassim Fakhroo. • BICC meetings: a total number of 6 meetings were held. Director’s name Meeting dates during the year 2011 26 th 28 th 26 th 30 th 4 th 27 th January * April May June August October Dr. Fuad Abdulla Al-Omar ✓ ✓ ✓ ✓ ✓ ✓ Abdulrahman Mohamed Jamsheer N/A ✓ ✓ ✓ ✓ ✓ Abdulla Abdulkarim Showaiter ✓ ✓ ✓ - ✓ ✓ Ebrahim Hussain Ebrahim ✓ ✓ ✓ ✓ ✓ ✓ Mohammed Barak Al-Mutair - - ✓ ✓ - - Mosobah Saif Al-Mutairy N/A ✓ ✓ ✓ ✓ ✓ * The following members joined the Committee officially on 28 th April 2011: • Abdulrahman Mohammed Jamsheer, • Mosobah Saif Al-Mutairy. Risk Management Disclosures 111
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MOVING FORWARD Annual Report 2011
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2011 Annual Report - Khaleeji Commercial Bank BSC

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