English - BMI Bank

Corporate governance
Committees Meetings
Directors
Board Meetings
Audit Committee
Risk Committee
Remunerations &
Nomination
Committee
Name of Director
10 Feb
2011
4 May
2011
28 July
2011
20 Oct
2011
15 Dec
2011
10 Feb
2011
4 May
2011
28 July
2011
20 Oct
2011
10 Feb
2011
4 May
2011
28 July
2011
20 Oct
2011
10 Feb 2011
Sh. Khalid Al Mashani √ √ √ √ √ Not a Member √ √ √ √ √
Mr. Salah Asheer √ √ x √ √ Not a Member Not a Member √
Mr. Sulaiman Al-Yahyai √ √ √ √ √ √ √ √ √ √ √ √ √ √
Brig. Saif Al Amri √ x √ √ √ √ x √ √ Not a Member √
Mr. Sunder George √ x √ √ √ √ x √ √ Not a Member √
Mr. Ahmed Al Abri x √ √ √ √ Not a Member x √ √ √ x
Mr. Salim Al Awadi √ √ √ √ √ √ √ √ √ √
Dr. Amer Rawas √ √ √ √ √ √ √ Not a Member
Mr. Hisham Al Saie √ √ √ √ √ √ √ x √ √ √ √ √ √
Mr. Mustafa Beg √ √ √ √ √ √ √ Not a Member √ √ √
Mr. Abdulaziz Al-Loughani √ √ √ √ Not a Member √ √ √
Shaikh AbdulMalik Al Khalil √ Resigned √
Mr. Bader Al Sumait √ Resigned √ Resigned √
Absent x Present √ Attende by Conference call √ Not yet a member
Board Sub-Committees
There are currently three Board level Committees. These
are the Audit; Risk; and Remunerations & Nominations
Committees. The formal terms of reference of these
Committees have been adopted by each of them
respectively, and a summary thereof is set out below:
Audit Committee
The Audit Committee assists the Board in fulfilling its
oversight responsibilities through the review of the financial
reporting process, the systems of internal control, the audit
process and the Bank’s process for monitoring compliance
with the regulatory framework in which it operates.
The Board had empowered the Audit Committee also to
oversee and monitor implementation of the corporate
governance policy framework of the Bank.
Membership and Attendance
The Audit Committee was re-constituted on 15 December
2011, and consists of 5 Directors nominated by the Board
of which majority are independent directors. The Chairman
of the Committee is an independent director.
Frequency of Meetings
Audit Committee meetings are held once every quarter.
The Committee members may request additional meetings
if they are considered necessary. External Auditors are
regular invitees.
Authority
The Audit Committee has an unlimited scope of activity
authorized by the Board. The Committee receives risk
assessments and an understanding of key control issues
facing the Bank from the internal and external auditors as
well as management.
Roles and Responsibilities
The Committee’s specific responsibilities include:
• Evaluating the systems of internal control and whether
these are comprehensively reviewed by the internal
and external auditors and communicated effectively by
executive management;
• Reviewing the activities, structure, competencies and
effectiveness of the internal audit function;
BMI Bank Annual Report 2011 [41]