The Corporate Governance Framework – the way the Board and management is organized and how it operates in practice – ultimately aims at leading GFH towards successfully meeting its strategic objectives and maintaining steady growth whilst remaining fully cognizant of our clients’ and shareholders’ interests.
The Board of Directors is accountable to shareholders for the creation and delivery of strong sustainable financial performance and long-term shareholder value. To achieve this, the Board approves and monitors the Bank’s strategy and financial performance, within a framework of sound corporate governance and effective risk management.
During 2007 the size of the Board of Directors was reduced from 12 members to 10. The Chairman is responsible for leading the Board, ensuring its effectiveness, monitoring the performance of the CEO and maintaining a dialogue with the Bank’s stakeholders. The Internal Audit function reports directly to the Board Audit Committee and Chairman, whilst the Risk Management and Compliance functions have direct access to the Chairman, Board and Board committees.
During 2007, the Board of Directors held 5 meetings, the Board Nomination, Remuneration and Governance Committee held 4 meetings, the Board Investment Committee held 6 meetings, and the Board Audit Committee held 7 meetings. The Board and Board Committees received regular presentations and reports on various aspects of the Bank’s business from a wide range of senior management.
During 2007 the Board Audit Committee’s terms of reference also extended to oversight all Risk Management related issues. However, with effect from 2008, these risk management responsibilities have been delegated to a separate Board Risk Management Committee.
The Board has appointed four Board Sub Committees with specific delegated authorities:
| Sharia’a Supervisory Board | Board of Directors | ||
| Board Nomination, Remuneration and Governance Committee | Board Investment Committee | Board Audit Committee | Board Risk Management Committee |
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The Board delegates the authority for day to day management of the business to the CEO, who is responsible for long term creation of value for shareholders through financial and non-financial performance.
The CEO recommends and executes the Bank’s strategy and budget, and uses a highly consultative approach through several general and specific cross functional committees:
| Management Committee | Risk Management Committee | Asset Liability Management Committee | Management Investment & Credit Committee | |
| Committee Chairman | CEO | CEO | CEO | CEO |
| Members | Senior Management | CEO, COO, Head of Investment Placement, Operations, Finance & Risk Management | CEO, COO, Head of Investment Placement, Operations, Finance & Risk Management | CEO, COO, Head of Investment Placement, Operations, Finance & Risk Management |
| Responsibility | Strategy, Performance Review, Budget, Human Resources, Administration | Risk Management Policies, Risk Review, Provision and Impairment | Balance Sheet Management, Funding ,Liquidity, Banking Relationships | Review of Investment, Exit and Credit Proposals, Monitoring of Investments |
Corporate Governance Review during 2007
GFH is committed to continuously review and develop its corporate governance standards in order to ensure compliance with the requirements of the jurisdictions in which it operates and also to keep abreast of international best practice.
As part of this commitment, the Bank appointed a consultant to undertake a full review of its corporate governance practices, the results of which continue to be implemented in order to enhance the existing framework.