Annual Report 2010 (PDF) - USB Bank

Report on corporate governance
On an annual basis, an Assessment Report concerning the non executive and independent members is submitted
to the Board of Directors in order to evaluate their compliance with the criteria of Independence.
Based on the above structure of the Board of Directors, the Bank confirms that during the year 2010, it has complied
with the Provision A.2.3 of the Code, by the participation of three Independent members in the Board of Directors.
Following the new composition of the Board of Directors from 21 March 2011 the number of Independent members
was increased to four.
Definition and Division of Responsibilities of the Chairman and Managing Director
The Chairman responsibilities are performed by Mr. Maurice Sehnaoui and the responsibilities of the Managing
Director by Mr. Andreas Theodorides – Deputy Managing Director. The Chairman is responsible for the proper
running of the Board of Directors meetings and the General Meetings of the Bank, guides the Board of Directors
and deals with strategic issues of the Bank. The Deputy Managing Director has the responsibility for the daily
operations of the Bank and deals with the management and the effective monitoring of the activities and operations
of the Bank.
The division of the Chairman position and the Managing Director position satisfies the relative provision A.2.6
of the Code.
Re-election of Directors
For the year ended 31 December 2010 and according to the Banks’ Articles of Association at the next annual
general meeting of the shareholders, Mr. George Stylianou and Mr. Philippos Philis will retire but they offer
themselves for re-election. Also, Mrs Tania Moussallem and Mr. Raoul Nehme who were appointed on 21 October
2010 as well as Messrs Maourice Sehnaoui, Nadim Kassar, Nabil Kassar, Adel Kassar, Walid Daouk, Walid Ziade,
Mansour Bteish, George Galatariotis and Agis Taramides who were appointed by the Board of Directors on 21
March 2011, will resign but they offer themselves for election.
The names of the Directors who are submitted for election or re-election are accompanied by their biographical
details, so that the shareholders can make an informed decision on their election.
Biographical Details of the Members of the Board of Directors
Short biographical details of the members of the Banks’ Board of Directors as at the date of this report are set out
below: -
Non Executive Members
Μaurice Sehnaoui (Chairman of the Board of Directors)
He was born in 1943. Mr. Maurice Sehnaoui is the Chairman of the Board of Directors and General Manager
of BLC Bank since 2008. He holds a degree in Economics (June 1967) from Saint Joseph University of Beirut.
He was a former Minister of Energy and Water from 2004 to 2005. Mr. Sehnaoui was the Chairman–General Manager
of Société Générale de Banque au Liban from 1984 to 2007, the Chairman of Societe General Cyprus Ltd from
1990 to 2008 and the Vice Chairman of Societe Generale Jordan from 2000 and until 2008. He is a Board member
and holds participations in a number of companies and owns a large real estate portfolio including prestigious
buildings in the Beirut city center. He is Chevalier of the French “Légion d’Honneur” and Officer of the French
“Ordre National du Mérite”.
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Αnnual Report 2010