Governance Report 2016 - Ahli Bank Qatar Govn 2016... · Siemens (Qatar), Astad Project Management, Mazaya Qatar Real Estate Development, Amlak and Tornado. He holds a bachelor’s

GovernanceReport 2016

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Governance Report - 2015 | Page No. 3

Dear Shareholders of Ahli Bank QSC,

Greetings,

This Corporate Governance report is prepared based on the Corporate Governance Code for Shareholding Companies Listed on the Primary Market, issued by Qatar Financial Markets Authority (QFMA) on 9 March 2015 (“Governance Code”) and the Instructions issued by Qatar Central Bank in its circular no. (68/2015) dated on 26 July 2015 (“Governance Instructions”) which defined governance as a system of relationships between the bank’s management, Board of Directors, shareholders and other stakeholders, and sets a clear mechanism through which goals are developed as well as the means to realise such goals, and performance monitoring. Also, governance determines powers and the decision-making process.

In general, the system of Corporate Governance in Ahlibank is intended to maintain the rights of shareholders, provide equal treatment for each of them, protect the interests of small shareholders and focus on disclosure of information and ensure its transparency as well as setting the duties and responsibilities of the Board of Directors.

Article (31) of the Governance Code requires that companies shall release an annual report about Corporate Governance, therefore we are pleased to provide you herewith the annual report of the Corporate Governance of Ahlibank for 2016.

This report is divided into two parts:

Part I: Corporate Governance disclosures

Part II: Corporate Governance Report prepared according to the unified form issued by Qatar Financial Markets Authority (QFMA)

Sincerely,

Faisal Bin AbdulAziz Bin Jassem Al-Thani Chairman and Managing Director



Dear Shareholders,

On behalf of the Board of Directors, I have the pleasure to announce to the shareholders that Ahlibank achieved positive results for the year ended 31 December 2016, although the year 2016 was challenging for many sectors, including the banking sector, due to the drop and fluctuation in oil prices and other events which affected the economies in the region. Notwithstanding the above situations and challenges, I am pleased to report a steady performance of our Bank for the year 2016, achieving a net profit of QAR 631,748 thousand compared to QAR 647,720 thousand for the year 2015, with earnings per share equal to QAR 3.31 (QAR 3.39 in 2015). Total assets grew to reach QAR 38,165 billion compared to QAR 32,299 billion at the end of 2015.

The Bank continues to have a quality credit portfolio, whereby Non-Performing Loans (NPL), (excluding performing loans under watch list) stood at 0.82% by year end, which is a relatively low percentage compared with the market NPL ratios.

As a result of the stable performance for the year 2016, and taking into consideration the benefit of the shareholders and the Bank, and to support the Bank’s growth and expansion and its capital adequacy ratio, and to build additional reserves to hedge against future risks which will ensure a long term value for the shareholders, the Board has recommended, subject to the approval of the Bank’s general assembly, during its meeting on 22 January 2017, to distribute cash dividends at the rate of 10% and free shares at the rate of 5%.

The Board of Directors remain committed to the highest governance and risk management standards and continued to improve the stability of our Bank’s funding structure to maintain funding prudence in the banking practices and to comply with regulatory ratios and required liquidity, through a debut issuance of a 5-year bond transaction, raising US$500 Million, with an overwhelming response from international parties across the Middle East, Asia, UK and Europe by more than 100 leading institutions. This was a key achievement for the year and one that will support us in the next phase of our growth.

Renovations of the Bank’s branch network continued, with modern technology playing a significant role in the renewed locations. Technology continued to be at the heart of our achievements with our launch of the first contactless credit card in Qatar.

We continue to live by our brand values to be at the heart of the community and our promise to provide the most personal banking experience.

The bank has honoured 73 long-serving employees, with tenures between five and twenty-five years with our Bank. These employees have shown years of dedication and support to the continuous growth of our Bank and were deservedly recognised for their commitment.

I would like to extend our sincere appreciation and gratitude to His Highness Sheikh Tamim Bin Hamad Al-Thani, the Emir, may God protect him, and to His Excellency the Prime Minister Sheikh Abdullah Bin Nasser Al-Thani and His Excellency the Minister of Finance and His Excellency the Minister of Economy and Trade for their confident leadership. We also extend appreciation to His Excellency Sheikh Abdullah Bin Saud Al-Thani, the governor of Qatar Central Bank, and his deputy, Sheikh Fahad Bin Faisal Al-Thani, and all the Qatar Central Bank staff for their continued support in different areas.

To our customers, I convey our genuine appreciation for their trust and continued support. And to you, dear shareholders, we offer our thanks and gratitude for the support you have provided.

Finally, on behalf of the Board and the Banks’ shareholders, I would like to express our unwavering appreciation for the commitment of our management team and employees for the daily efforts they make to ensure the smooth operations of the Bank and the responsibility of our customers.

In conclusion, I ask God Almighty to help us on our journey and to do our best to support our country, our community and our heritage.

Al Salamu Alaikum

Faisal Bin AbdulAziz Bin Jassem Al-ThaniChairman and Managing Director

Board of Directors’ Report


Name Ownership ofshares position

Election/Appointment

End oftenure Status2

Sheikh Faisal Bin AbdulAziz Bin Jassem Al-ThaniHe has been serving on the Board of Ahlibank since 2005, and as Chairman of the Board since 2011. Holder of a Bachelor of Finance, Suffolk University, Boston, United States of America

Chairman & Managing DirectorHe owned (2,020,269) shares as at

December 31, 2016

2014 2017 Non-Executive

Sheikh Nasser Bin Ali Bin Saud Al-ThaniHe has been serving on the Board of Ahlibank since 1997 and has been the Deputy Chairman since 2013. He is currently the Chairman and Managing Director of Qatar General Insurance and Re-Insurance Company. He is also a Board Member of Trust Bank (Algeria), Trust Insurance Company (Algeria), Trust Insurance Company (Libya), Trust Investment, Oman Reinsurance, Jordanian Expatriates Investment Holding, World Trade Centre (Qatar), Al-Sari Trading Company (Qatar) and General Contracting Company (GENCO) (Qatar). He holds a bachelor’s degree in Business Administration.

Deputy ChairmanHe owned (2,037,110) shares as at

December 31, 2016

2014 2017 Executive

Sheikh Fahad Bin Falah Bin Jassim Al-ThaniHe has been serving on the Board of Ahlibank since 2015. Holder of Bachelor of Finance - George Washington University, United States of America;

Board MemberHe represents Al Maha Capital, which

owns (3,734,124) shares. He personally did not own any shares as at December

31, 2016.

2015 2017 Independent

Part I: Corporate Governance disclosures according to Governance Instructions Board of Directors:First: Constitution of the BoardThe Board consists of eight members1. The membership term is for three years and may be renewable. Six members shall be chosen by election, while Qatar Foundation for Education, Science and Community Development appoints two members to represent it on the Board, and the ninth member shall be appointed by the Board as an independent member. The existing Board consists of the following members:

1. The ninth member will be added to the Board in accordance with the requirements of Governance Instructions, and the Bank’s Articles of Association have been amended accordingly.

2. The status of the Executive Members is determined based on their membership of the Executive Committee, and based on the definition of “Non-Executive Members” in the Governance Instructions.





Sheikh Jassim Bin Mohammed Bin Hamad Al-ThaniHe has been serving on the Board of Ahlibank since 2014, and he is a Board Member of Mohamed Bin Hamad Holding Company (Qatar). He holds a bachelor’s degree in Business Administration from Plymouth University in London, United Kingdom.

Board MemberHe owned (2,020,264) shares as at

December 31, 2016. He represents Trans Orient Establishments, which

owns (2,020,264) shares

2014 2017 Non-Executive

Mr. Ahmed Abdulrahman Nasser FakhroHe has been serving on the Board of Ahlibank since 1995. He is a Board Member of Qatar Cinema and Film Distribution Company, Doha. He previously held the position of Plenipotentiary Ministerial Envoy at the Ministry of Foreign Affairs, Doha.

Board MemberHe owned (5,716,070) shares as at

December 31, 2016.

2014 2017 Executive

Mr. Victor Nazeem Rida AghaHe has been serving on the Board of Ahlibank since 2005. He is currently the General Director of Al-Sadd Travel Agency, Qatar and Al-Sadd Exchange Company, Qatar. He is a Board Member of Doha Insurance Company and Al-Majda Real Estate Investment Company and was formerly a Board Member of Al Sadd Sports Club (Doha, Qatar).

Board MemberHe represents Al-Majda Real Estate Investment Company, which own

(2,100,000) shares. He did not personally own any shares as at

December 31, 2016.

2015 2017 Executive

Sheikh Faisal Bin Thani Bin Faisal Al-ThaniHe has been serving on the Board of Ahlibank since 2014. He is currently the Chief Investment Officer of Qatar Foundation Endowment, a Board Member of Bharti Airtel Ltd, a Board Member of Nakilat and a Board Member of Qatar Insurance Company. Holder of Bachelor of Business Administration - Marymount University, Virginia, USA, and an Executive Masters in Business Administration from HEC Paris.

Board MemberHe did not personally own any shares

as at December 31, 2016.

He was appointed in March 2011. He represents Qatar Foundation for

Education, Science and Community Development, which owns (56,124,568)

shares accounting for 29.4% of the

Bank’s share capital as at December 31,

2016

Upon a written notification from

Qatar Foundation for Education, Science

and Community Development

Independent





Mr. Fahed Sadd Al-QahtaniHe has been serving on the Board of Ahlibank since 2014. He is currently the President of Community Development for Qatar Foundation for Education, Science and Community Development. He is also a Board Member of Siemens (Qatar), Astad Project Management, Mazaya Qatar Real Estate Development, Amlak and Tornado. He holds a bachelor’s degree in Engineering Management from the University of Hertfordshire in Hatfield, United Kingdom.

Board MemberHe did not personally own any shares

as at December 31, 2016.

He was appointed in March 2011. He represents Qatar Foundation for

Education, Science and Community Development, which owns (56,124,568)

shares accounting for 29.4% of the

Bank’s share capital as at December 31,

2016

Upon a written notification from

Qatar Foundation for Education, Science

and Community Development

Independent

Second: Functions and Authorities of the BoardA. The Board shall carry out its duties and responsibilities according to its charter

“The Board Charter”. The main functions and authorities of the Board are set out below:1. Provide, develop and re-evaluate the work strategies, objectives and

policies, and approve, supervise and review the internal control systems.2. Approve, evaluate and develop the Bank’s organisational structure, and

determine the functions, competences, duties and responsibilities.3. Form committees; set up their works programmes and determine their

powers, duties and responsibilities; delegate the powers of decision taking, determine the powers of signature on behalf of the Bank and transfer of money.

4. Evaluate the current and future risks to which the bank may be exposed; adopt risk policies and comply with their procedures.

5. Supervise the implementation, evaluate and develop the programmes and procedures of work.

6. Appoint and supervise the internal control functions to ensure they remain fair and independent.

7. Nominate and contract with an External Auditor with high efficiency and competency, and to determine his fees.

8. Review the reports of Executive Management, Internal Audit and External Audit, and approve the final accounts of the Bank.

9. Verify the validity and credibility of the financial statements, final account of the Bank and the results of the Bank’s business, and uphold the rights of depositors and shareholders.

10. Ensure transparency and openness in disclosing all significant matters that affect the performance of the Bank; the results of the Bank’s business; and the obligations and transactions of relevant parties as well as all interrelated interests.

11. Support and clarify the Corporate Governance values and rules of professional conduct by adopting the policies and rules of Corporate Governance.

12. Organise the nomination process of Board Members in a transparent manner, and disclose information related to the nomination procedures of the shareholders.

13. Carry out any duties or responsibilities, which the Board sees as necessary in order to achieve the Bank’s objectives.

B. In addition to the foregoing, the non-executive Board Members shall pay special attention to the following duties:1. Ensure compliance with giving priority to the Bank’s interests and its

shareholders in matters that may lead to conflict of interests between the Bank and relevant parties.

2. Express an independent opinion about the strategies and policies of the bank, evaluate the Bank’s performance, and assess the adequacy and quality of human resources in the Bank as well as the approved labour standards.


Second: Functions and Authorities of the Board (contd.) Third: other functions and duties of the Board.3. Observe the Bank’s performance in achieving its objectives and goals;

review the periodical performance reports and provide skills, experiences, specialisations and qualifications to serve the best interests of the Bank and its shareholders.

4. Supervise and develop the Corporate Governance rules, procedures, and applications in the Bank.

C. The Board shall be mainly responsible towards the shareholders, other parties, Qatar Central Bank, Qatar Financial Markets Authority, Qatar Stock Exchange and other official authorities in the state.

D. It shall be noted that there is a separation of responsibilities between the positions of Chairman and Chief Executive Officer, and two different persons assume these positions.

E. The Board shall hold six meetings at least per year according to Article (34) of the Bank’s Articles of Association. According to Article (35), all Board meetings shall be held upon a notice issued from the Chairman or from his deputy in case of the absence of the Chairman. The Board shall be convened upon a request of two Board Members. The invitation for the Board meeting shall be addressed to each Board Member to his address set forth in the Bank’s records at least 15 days prior to the date of the planned meeting. The request shall set out date, time and place of meeting, while the notice shall provide a brief description for the planned agenda during the meeting. In this respect, the Board convened seven (7) times in 2016.

F. The Board has a Board Secretary, whose functions include recording, coordinating, and maintaining the minutes of all the Board’s meetings and reports submitted by or to the Board, and providing them to the Board Members when needed. Under the direction of the Chairman, the Board Secretary shall distribute information and coordinate among the Board Members and the Board and the other stakeholders. It shall be noted that the Secretary is holder of a Bachelor of Law, and have over 15 years’ legal experience. He held several senior positions in local and international companies working as a legal counsel and as secretary of the Board of Directors. In addition, he attended several courses related to his job as the Board Secretary.

A. The Board Members shall have immediate and full access to information, documents and bank-related records.

B. The General Assembly must be attended by the Board Members, including Chairman of the Board committees, and the invitation is sent to Companies Control Department at the Ministry of Economy and Commerce, Qatar Central Bank, External Editor, Qatar Financial Markets Authority, Qatar Stock Exchange, and key employees in the Bank, such as Chief Executive Officer, his deputies, Head of Internal Audit and others.

C. The Board of Directors charter is distributed annually to new and existing board Members with the purpose of ensuring their understanding of the operation of the bank and fully recognising their responsibilities. This manual shall include the following:

S/N Subject

1 The Bank's Memorandum and Articles of Association

2 Qatar Central Bank Law

3 Governance Code (Qatar Central Bank)

4 Governance Instructions (Qatar Financial Markets Authority)

5 Authorities and duties of the Board

6 Authorities and Duties of the Board committees

7 Functions and powers of Executive Management committees

8 Personal account dealing policy

9 Whistle blowing policy and procedures

10 Conflict of interests policy

11 Governance Policy

D. In General, the Board Members shall have qualifications and adequate knowledge and expertise that enable them to perform their supervisory functions and shall have the ability to provide professional contribution with regard to strategies, operational activities, risk assessment and management, compliance with laws and their executive regulations, accountability, financial reports and communications. The Board Members shall devote enough time to perform their responsibilities towards the Bank.


E. Every Board Member shall perform its duties with due diligence and loyalty and shall comply with institutional authority as defined in the relevant laws and regulations, including Corporate Governance Code issued by the Qatar Financial Markets Authority and the Board of Directors Manual.

F. All Board Members shall always work on the basis of clear information and with good faith and the diligence required for serving the best interests of the Bank and all its shareholders.

G. All Board Members shall work effectively to comply with their responsibilities towards the Bank.

H. The Bank’s Articles of Association include clear measures to dismiss the Board Members in case of absence from the Board meetings. Article (33) of the Bank’s Articles of Association stipulates that “If a Board member is absent from three consecutive meetings of the Board or four non-consecutive meetings without an excuse accepted by the Board, such Board Member shall be deemed resigned.”

Fourth: the Board meetings and attendance3

Third: other functions and duties of the Board. (contd.)

A. The table below clarifies the percentage of attendance of the Board Members in the seven Board meetings in 2016:

Name Position Attendance

Sheikh Faisal Bin AbdulAziz Bin Jassem Al-Thani

Chairman and Managing Director

7/7

Sheikh Nasser Bin Ali Bin Saud Al-Thani Deputy Chairman

7/7

Sheikh Fahad Bin Falah Bin Jassim Al-Thani Board Member 5/7

Sheikh Jassim Bin Mohammed Bin Hamad Al-Thani

Board Member 7/7

Mr. Ahmed Abdulrahman Nasser Fakhro Board Member 7/7

Mr. Victor Nazeem Rida Agha Board Member 5/7

Sheikh Faisal Bin Thani Bin Faisal Al-Thani Board Member 7/7

Mr. Fahed Sadd Al-Qahtani Board Member 6/7

Fifth: the main issues reviewed by the Board and issue decisions thereon in 2016A. Approve the interim financial statementsB. Approve a term loan of US$ 195Million for the BankC. Approve the necessary arrangements to issue US$ 500 million European

Medium Term Notes (“EMTN”)D. Different resolutions related to the Bank’s operations, policies and strategies.

Sixth: total remuneration paid to the Board Members:The total remuneration paid to the Board Members are:A. An amount of QAR 12,120,000 for the year 2015 paid during 2016.B. An amount of QAR 3,360,000 for attendance allowance and membership of the

committees and other allowances for the year 2016.

Seventh: the Board’s committeesThe Board delegated part of its powers to a number of committees, which are:

A. The Audit Committee The Audit Committee is composed of three members:

Name Position Attendance Status

Mr. Fahed Sadd Al-Qahtani Chairman 4/4 Independent

Sheikh Jassim Bin Mohammed Bin Hamad Al-Thani

Member 2/4 Non-Executive

Sheikh Fahad Bin Falah Bin Jassim Al-Thani

Member 4/4 Independent

3. Absence was always for reasons acceptable to the Board, given that absent members appointed other members to represent them.


Authorities and Duties of the Audit Committee:Duties:1. Consider recommendations, make necessary recommendations to the

Board with regard to appointing the external auditors, determine Audit fees, evaluate the external auditor in terms of qualifications, experience, resources, independence, objectivity, effectiveness, and respond to any questions in order to terminate a contract of the external auditors or dismiss them.

2. Review the financial statements before submitting them to the Board, with focus on the following:

• Any changes in accounting policies and procedures.• Significant amendments resulting from the Audit.• Compliance with accounting standards.• Compliance with the instructions of Qatar Central Bank and Qatar

Financial Markets Authority.• Compliance with legal and regulatory requirements applicable in the state.3. Discuss problems and reservations arising from the interim and final audits,

and any other matters the committee needs to discuss with the external auditors.

4. Review the contents of regular reports required or prepared by regulatory authorities, and then respond to these reports by the Bank.

5. Review the adequacy and completion of the plan and scope of Internal Audit, ensure coordination between the internal and external auditors and make sure that the internal audit process has sufficient and effective resources to carry out its responsibilities on an annual basis.

6. Review the adequacy and completion of the Risk Management Plan and provide adequate resources to meet its annual plan.

7. Consider the results of Internal Audit and Compliance and Risk reports, along with any special reports required for the purposes of work, particularly with regard to high-risk observations, and executive management’s responses, and follow up the implementation of the scheduled points within the prescribed deadline.

8. Review of policies and procedures developed by the executive management to apply the instructions of Regulatory authorities, instructions of anti-money-laundering and requirements of financial reports.

9. Review the scope of Internal Audit department.10. The Committee shall submit to the Board any issue related to its scope of

work or the Committee deems necessary in order to inform the Board or take the appropriate decision by the Board.

A. The Audit Committee (contd.) B. Risk and Compliance Committee The Risk and Compliance Committee is composed of three members:



Chairman 3/3 Non-Executive

Mr. Ahmed Abdulrahman Nasser Fakhro

Member 3/3 Executive

Mr. Victor Nazeem Rida Agha Member 2/3 Executive

Responsibilities and Competences of the Committee:1. Review the scope of risk and compliance functions and authorities and

duties of directors of these departments.2. Make sure that there are policies in place to manage all types of risk faced

by the Bank and ensure the compatibility of these policies with applicable legal and regulatory requirements and the effectiveness of the Internal Control System and Risk Management.

3. Review the reports submitted by the Risk Management and review steps taken to assess, monitor and control credit, operational and market risks.

4. Review the adequacy and completion of the Compliance Plan, including training on compliance, monitoring and reporting, and provide adequate resources for the compliance function in order to meet its annual plan on an annual basis.

5. Consider any matters referred by the Board to the Committee.6. Make recommendation to the Board and present such recommendation

to the Board for obtaining approval over the resignation or dismissal of the Head of Internal Audit, Head of Compliance and Head of Risk Management and their employees.

7. Evaluate the performance of Head of Internal Audit, Head of Compliance and Head of Risk Management, and approve their salaries and allowances and other matters pertaining to the salaries of all employees working in these departments (Subject to the applicable directives of the Bank with regard to the policies of salaries and remuneration).

8. Review arrangements that enable employees, with confidence, to report concerns about possible violations in the financial reports or other important issues along with making sure of the necessary arrangements are in place to manage an independent and appropriate investigation into such matters.

9. The Committee shall submit to the Board any issue related to its scope of work or the Committee deems necessary in order to inform the Board or take the appropriate decision by the Board.


C. Governance, Nominations and Remuneration Committee The Governance, Nomination and Remuneration Committee is composed of

three members:



Chairman 3/3 Non-Executive

Sheikh Faisal Bin Thani Bin Faisal Al-Thani

Member 2/3 Independent

Mr. Ahmed Abdulrahman Nasser Fakhro

Member 3/3 Executive

Responsibilities and Competences of the Committee:1. Study, prepare and develop strategies, polices, systems, plans and

budgets based on the directives of the Board.2. Approve the general structure of the system of remuneration, incentives

and advantages in accordance with the Bank’s Articles of Association, Qatar Central Bank guidelines and the Governance System.

3. Approve systems, procedures and controls for granting remuneration and allowances and update them, where necessary.

4. Make recommendation to the Board about the total amount of bonuses and remuneration based on the annual performance evaluation.

5. Make recommendation to the Board of Directors about remuneration, allowances of the Board Members and the Board’s committees.

6. Determine the bonuses and remuneration paid to the CEO and his deputies in accordance with the annual performance evaluation system and to the Head of Audit Department, Head of Compliance and Head of Risk Management.

7. Carry out any other responsibilities delegated to the Committee by the Board in order to achieve the goals of the Bank.

Responsibilities of the Committee shall include:1. Approve the opening and closing dates for nomination for Board

membership.2. Receive nomination requests for Board membership.3. Evaluate nominees for Board membership based on the principle of

fitness, suitability and qualification.4. When the evaluation is completed, the Committee shall submit the results

of evaluation and its recommendation to the Board, which in turn will notify Qatar Central Bank along with a list of nominees with the personal questionnaire of the nominee and the remaining documents and papers

required two weeks prior to the convocation of the General Assembly meeting. The list sent to Qatar Central Bank shall be signed by the Chairman of the Board.

5. Nominate the Chairman and Members of the Board Committees, taking into account the nature of committee functions and appropriateness of member to the Committee’s work.

6. Review the membership of the Board Committees, when required.

The Committee shall meet three (3) times in a year. The Chairman of the Committee or his representative may invite the Committee to convene whenever necessity arises. The Committee held three (3) meetings during 2016.

The Committee has adopted a remuneration policy for the bank.

D. Executive Committee: The Executive Committee consists of three members who are:

Name Position Status4

Sheikh Nasser Bin Ali Bin Saud Al-Thani Chairman Executive

Mr. Ahmed Abdulrahman Nasser Fakhro Member ExecutiveMr. Victor Nazim Rida Agha Member Executive

Responsibilities and Competences of the Committee:1. Manage and operate the Bank’s affairs according to the Annual Budget,

Business Plan, and instructions related to the financial, administrative, operational, and credit policies approved by the Board from time to time.

2. Exercise authority delegated to the Committee by the Board with regard to granting, renewing, and following up credit and investing and employing the funds which value exceeds the powers of the Executive Management.

3. Approve various systems and banking products, plans and budgets within the policies approved by the Board.

4. Assume any other responsibilities entrusted to the Committee by the Board in order to achieve the objectives of the Bank.

The Committee meets at the request of its Chairman or Chief Executive Officer or the Board whenever necessary. The Committee issues its written resolutions without a meeting.

4. The determination of the status of members of the Executive Committee as Executive Members is in accordance with the definition of “Non- Executive Member” contained in the list of definitions of Governance Instructions. “Executive Member is a member of the Board of Directors who is not a member of any committee, whose works are associated with executive functions in the bank, including but not limited to the Facilities Committee, Investment Committee, and Treasury, or any other executive committees.”


E. Tender Committee The Tenders Committee consists of three members who are:

Name Position

Sheikh Faisal Bin AbdulAziz Bin Jassem Al-Thani Chairman

Sheikh Nasser Bin Ali Bin Saud Al-Thani Member

Mr. Ahmed Abdulrahman Nasser Fakhro Member

Responsibilities and Competences of the Committee:1. Receive bids, procurement offers and have them minuted.2. Consider the offers of sale or purchase of properties and lands owned

by the Bank or the Bank desires to own and make the necessary recommendations thereon to the Board.

3. Review and approve the administrative, financial and technical requirements for all tenders and auctions.

4. Consider and decide on tenders and purchase orders that exceed QAR 400,000, if they are budgeted.

5. Consider and decide on tenders and purchase orders that exceed QAR 200,000, if they are unbudgeted.

6. Approve the Committees authorised by the Tender Committee to open the bids and tenders submitted thereto.

7. When making recommendation to an accreditation body, the Committee is entitled not to adhere to the lowest price submitted thereto. In this case, the Committee shall disclose its justification within its recommendation submitted to the accreditation body.

The Committee meets at the request of its Chairman or Chief Executive Officer or the Board whenever necessary. The Committee issues its written resolutions without a meeting.

Senior Management of the Bank

Name1. Salah Jassim Murad Chief Executive Officer

He did not own any shares in the bank as at 31-12-2016

2. Mahmoud Malkawi Senior Deputy CEO Corporate BankingHe did not own any shares in the bank as at 31-12-2016

3. Mahalingam Shankar Deputy CEO Finance, Operations and TechnologyHe did not own any shares in the bank as at 31-12-2016

4. Hassan AlEfranji Deputy CEO Retail and Private BankingHe did not own any shares in the bank as at 31-12-2016

5. Mohamed Al Namla Deputy CEO Business Support ServicesHe did not own any shares in the bank as at 31-12-2016

6. Mohamed Ouf Executive Manager of LegalHe did not own any shares in the bank as at 31-12-2016

7. Saad Al-Kaabi Head of Human ResourcesHe did not own any shares in the bank as at 31-12-2016

8. Graeme Coulson5 Head of Treasury and InvestmentHe did not own any shares in the bank as at 31-12-2016

9. Trevor Bailey Head of International BankingHe did not own any shares in the bank as at 31-12-2016

10. Karim Salem6 Acting Chief Risk OfficerHe did not own any shares in the bank as at 31-12-2016

11. Zakaria Abedraboh Head of ComplianceHe did not own any shares in the bank as at 31-12-2016

12. Johny AlKhoury General Counsel and Board SecretaryHe did not own any shares in the bank as at 31-12-2016

13. Maher Barakat Head of Internal AuditHe did not own any shares in the bank as at 31-12-2016

The total Bonus paid to the Senior Management for 2015, which were paid during 2016, amounted to QAR 5,916,097.

5. Mr. Graeme Coulson resigned from the bank by end of December 2016 and the bank is looking to hire a replacement.

6. Mr. Karim Salem was appointed acting Chief Risk Officer (“CRO”) until a replacement CRO is appointed, after the CRO Hans Broekhuisen resigned.


2. Shareholding distribution according to number of shareholders

3. Legal Structure of the Bank

Main Shareholders (10% and more) Classification Nationality Number of shares Shareholding PercentageQatar Foundation for Education, Science and Community Development

Government Related Qatari 56,124,568 29.4

Qatar Holding Government Related Qatari 32,671,137 17.6

Number of Shares Number of Shareholders Governmental Private Shareholding PercentageMore than one million 33 2 31 83.28

500,000 to million 11 0 11 4.16

250,000 to 500,000 26 0 26 4.91

100,000 to 250,000 42 1 41 3.46

Less than 100,000 810 0 810 4.19

Name Legal FormAhli Bank QSC Qatari Shareholding Company

(The Bank was established under a decree No. (40) of the year 1983 dated on 16/6/1983. The Bank started activity on 4/8/1984. The Bank is licensed to practice banking business by Qatar Central Bank under license No.: SL/ 13/1984)

Ahli Brokerage Company S.P.C. A wholly owned subsidiary of Ahli Bank QSC.(Ahli Brokerage Company was established with a capital of QAR 50 million. The company is approved by Qatar Central Bank and is licensed from the Qatar Financial Markets Authority (QFMA) and is a member of Qatar Stock Exchange. The company started operation on 24/7/2011 in the trading of financial securities.)

ABQ Finance Limited A wholly owned subsidiary of Ahli Bank QSC.A company registered in the Cayman Islands and which purpose is to issue the European Medium Term Notes (“EMTN”).

1. Shareholding distribution according to nationality (According to the records of Qatar Central Securities Depository as at 31/12/2016)Ahlibank is a 100% Qatari owned bank. The shareholding of major shareholders in the Bank is distributed as follows:


Corporate Governance of the BankAhlibank seeks to comply with applying the Governance Instructions issued by the Qatar Central Bank and all requirements of Corporate Governance, taking into account the international standards and practices followed in the field of Corporate Governance. The Bank particularly has been committed to the requirements and rules of disclosure applicable in Qatar Stock Exchange and Qatar Financial Markets Authority. At the time of this report, the Bank has not committed any material violation of the legal and regulatory requirements which may affect its financial position.The Bank has Corporate Governance policy related to other internal policies, forming a comprehensive system of Corporate Governance. These policies include, without limitation:1. Compliance Policy2. Conflict of Interest Policy3. Code of Professional Ethics and Practices4. Whistle-blowing Policy and Procedures5. Fraud Prevention Policy and Procedures

AuditorsThe Auditor of the Bank shall be nominated by the Board during the General Assembly meeting, after obtaining the approval of Qatar Central Bank in order to appoint the Auditor for a maximum period of five years as per Qatar Central Bank regulations. The re-appointment of the External Auditor shall be considered only after two years of last appointment.Chapter Six of the Bank’s Articles of Association determines the mechanism of appointing the Auditor and its duties and rights to review, at any time, the books, records, and documents of the company, and to attend the meetings of the General Assembly and express its opinion regarding the Audit. It should be noted that the Auditor of the Bank for the financial year ending December 31, 2016 is Deloitte and their fees for that year amounted to QAR 475,000. The Audit Committee has the responsibility to discuss the Auditor’s report and make its recommendations in this regard to the Board.The Auditor shall be fully independent and shall attend the meetings of the General Assembly of the Bank. As instructed by Qatar Central Bank, the Bank shall not proceed with any financial transactions or provide any facilities to the Auditor or its employees or members of their families to avoid any conflict of interest.

Internal ControlThe Bank follows an Internal Control System approved by the Board. The Board and the senior management shall participate in approving all policies and methods to address the risks. The Risk Management department shall make its recommendations under the supervision of the Risk and Compliance Committee.

These recommendations are reviewed by the Board, which adopts the main risk management policies at least once every year.The Risk Management department shall identify, analyse, evaluate, accept, measure, manage, and control all financial and non-financial risks that may have a negative impact on the performance and reputation of the Bank. The main risks associated with the business of Ahlibank are represented in the credit, operational, and market risks, which include foreign currency exchange, interest rates, stock prices, and liquidity, in addition to the operational risks and reputation-related risks.The Credit and Investment Committee shall follow up and monitor the daily management process of the Credit Risk. Moreover, the Bank is committed to applying the Basel II and Basel III Guidelines related to the calculation of the capital adequacy according to the schedule prepared by the Basel Committee and the Qatar Central Bank. The credit exposures that indicate the presence of material problems and failure in payment shall be entrusted to the special assets department, where these cases are followed up through monthly and periodic reports.The Bank, as part of the conservative policy for managing the market risks, applies conservative limits and restrictions in order to harmonise with the investment and trading portfolio and to be compatible with the business development needs and market conditions.The Operational Risk Committee approves on an annual basis the self-assessment process for the operational risks arising to execute the various banking businesses in the Bank. The Committee shall conduct a periodic follow-up and provide the appropriate controls, if necessary, in light of the nature and quality of these risks and their frequency and causes.In case of disasters, the Recovery Plan and Business Continuity Plan is hold audited by an independent External Auditor and the Qatar Central Bank.The Asset-Liability Committee of the Bank, which regularly holds its meetings over the year, shall be responsible for complying with and following up the approved liquidity policy.The Bank adopts the principle of three-level defense against various risks:The first level of defense: This level is represented in various departments that define the risks and submit reports thereon;The second level of defense: This level includes the Risk Management Department, Compliance Department and Legal Department, according to their authorities and duties, to mitigate the risks which fall within their powers. These departments ensure that the Bank carries out its activities within the appropriate risk limits and ensure compliance with the applicable legal and regulatory requirements. The Risk and the Compliance departments issue periodical reports to the Risk and Compliance Committee of the Board.


The third level of defense: This level includes the Internal Audit Department, which carry out periodic review and evaluation to ensure the efficiency of internal controls. This department shall submit periodic reports of its activities to the Audit Committee of the Board.

Related-party transactionsThe Bank has a clear policy for dealing with related party transactions and conflict of interest through the Bank’s policy approved by the Board of Directors. This policy includes the following subjects:1. Policy of dealing with personal account: This policy explains the concept

of disclosure and undertaking in the trading of investment activities (through a form prepared for this purpose). It also details the rules and procedures for trading in such activities in addition to the available and named practices and periods of banning trading for the Board, Executive Management and the Bank’s employees. The policy also includes records of those having access, and which is under the responsibility of the Head of Compliance.

2. Whistle-blowing Policy and Procedures: This policy adopts the principle of “Whistle-blowing” in the event of any prohibited, illegal or non-professional practices, and also provides full protection for the employee who raised any allegations. Based on this policy, the Bank has an Independent Committee to study the cases of prohibited practices and take the disciplinary action in that regard, which may lead to dismissal from the position held. The policy also includes standards of compliance with good corporate governance, ethics, integrity and credibility that should be followed in practicing the banking business. It also involves the prohibited, non-legal, non-professional practices that lead to misconduct and misbehaviour. These practices include conflict of interest practices between the employee and the Bank or the customer, or any other parties.

3. Commercial Companies Law: The Bank is committed to applying the provisions of the Commercial Companies Law, which describes matters that should be followed in case of presence of any interests, whether directly or indirectly, of the Chairman or any Board Member or one of the Directors in contracts, projects and arrangements which are concluded with the Bank (Through a disclosure form prepared for this purpose).

4. Instructions of Qatar Central Bank: All facilities granted to the Chairman and the Board Members and their families and relatives shall be presented to the Board of Directors in each meeting to make sure that these transactions were conducted in accordance with the limits and controls set by the Qatar Central Bank.

5. Code of professional ethics and practices: The code obligates all employees not to use any internal information for personal interest to avoid conflict of interests. The signature of all employees on this Charter means their knowledge and compliance therewith.

6. Staff Manual: The Manual includes prohibited acts by employees, whether inside the Bank or with any parties outside the Bank, that may lead to a conflict of interest. In addition, Chapter Eleven of this Regulation explains the disciplinary procedures and sanctions imposed in this regard.

7. Communication Policy: This Policy shows the communication channels of the key personnel of the Bank from various functional levels with the relevant parties.

Any transactions with the related parties will be presented to the Board through the relevant Committee of the Board for approval. Pursuant to the instructions of the Qatar Central Bank, the Bank shall present all transactions related to the Board Members and the facilities granted to them and to their families, relatives, and subsidiaries in each Board meeting to make sure that such transactions have been conducted in accordance with the permitted limits set by the Qatar Central Bank and after obtaining the necessary approvals.

Shareholders’ RightsThe shareholder shall have the right to examine the register of shareholders in the Bank during the official working hours of the Bank free of any charge. Every interested party is entitled to request the correction of data contained in the record, especially if any person is logged or removed from the record without justification, based on Article No. (11) of the Bank’s Articles of Association. The shareholder is entitled to obtain a copy of the Memorandum of Association and Articles of Association of the Bank. As the Bank is listed in the Qatar Stock Exchange, the Bank shall comply with the provisions of the internal regulation of the market, regulations, laws and instructions regulating trading of securities in the state by disclosing and providing information and documents required for all shareholders.Chapter Five of the Bank’s Articles of Association describes the shareholders’ rights with regard the General Assembly of the Bank, fair treatment of the shareholders, the exercise of voting rights and the election of members. Chapter Seven includes the rights of shareholders related to dividend distribution. The Board proposes dividends distributed to shareholders in the General Assembly meeting and discuss and approve this distribution by the shareholders.Pursuant to Article No. (50) of the Bank’s Articles of Association, the Board is entitled to invite the General Assembly, if required, and may invite the General Assembly upon the request of the auditor or a number of shareholders representing at least 10% of the capital, provided that the auditor or the shareholders has reasons sufficient to justify their calling for a meeting.Accordingly, the shareholders enjoy all the rights granted to them under the relevant laws and regulations, including the Corporate Governance Instructions and System.

Sheikh Faisal Bin AbdulAziz Bin Jassem Al-ThaniChairman & Managing Director


Chief ExecutiveOfficer

Salah Murad

Board ofDirectors

CorporateSecretary

DCEO - BusinessSupport & Service

Executive ManagerProject &Properties

Head of FacilitiesManagement

Head of HRDCEO - Finance,

Operations& Technology

DCEO - Retail &Private Banking

Head ofTreasury &Investment

Head ofInternational

Banking

Senior DCEOCorporateBanking

ExecutiveManager

Legal

Head ofMarketing &

Communications

Head of Products,Channels & Business

Development

Executive ManagerGovernment

Relations

Risk

Audit

Compliance

Head of PrivateBanking

Head of BranchesNetwork

Senior ManagerPMO &

C.Operations

Head ofInformationTechnology

Head ofCentral

Operations

Head ofFinance

Head of Strategy& Analysis

Head ofTrade Finance

Chief InformationSecurity Officer

Ahlibank Organisational Structure 2016


Article No Article Title CompliantNon- Compliant

Not Applicable Governance Application Justification

Article (3)The Company’s obligation to comply with Corporate Governance Principles

3-1: The Board shall ensure that the Company complies

√ Applied and set forth in the functions and powers of the Board.

3.2: The Board shall also review and update its Corporate Governance practices, and regularly review the same.

√ Applied, and the policies and measures of the Bank’s Corporate Governance shall be updated regularly every three years at maximum according to the procedures followed in this regard.

3-3: The Board shall regularly review and update professional conduct rules setting forth the Company’s corporate values and other internal policies and procedures, all of which shall be binding upon the Members of the Board of Directors and professional conduct rules may include but are not limited to the Board Charter, Audit Committee’s Charter, Company Regulations, Related Party Transactions Policy and Insider Trading Rules). The Board should review these professional practices and they meet the needs of the Company.

√ Applied and a code of professional ethics and practices is available at the Bank and was approved by the Board.

Article (4)Board Charter

The Board shall ensure that the Company adopts a Charter for the Board of Directors detailing the Board’s functions and responsibilities as well as the Board Members. The said Board Charter shall be drafted to comply with the provisions of this Code, and shall be based on the Board Charter annexed to this Code and may be amended from time to time by QFMA. The said Board Charter shall be published and made available to the public.

√ The Board Charter is available at the Bank and may be provided to the Authority upon request.

Part II: Corporate Governance Report prepared according to the unified form issued by QFMA





Article (5)BoardMission andResponsibilities

5-1: The Company shall be managed by an effective Board of Directors which shall be individually and collectively responsible for the proper management of the Company.

√ Applied and set forth in The Functions and Powers of the Board.

5-2: In addition to the Board functions and responsibilities as set out in the Board Charter, the Board shall be responsible for:5-2-1: Approving the Company’s strategic

objectives, appointing and replacing management, setting forth management compensation, reviewing management performance and ensuring succession planning concerning the Company’s management.

5-2-2: Ensuring the Company’s compliance with related laws and regulations as well as the Company’s Articles of Association and Memorandum of Association. The Board is also responsible for protecting the Company from illegal, abusive or inappropriate actions and practices.

√ Applied and set forth in The Functions and Powers of the Board.Applied and set forth in The Functions and Powers of the Board. Additionally, the Bank has policies for remuneration and succession planning.

5-3: The Board may delegate some of its functions and constitute special committees which shall operate pursuant to written instructions to perform certain assignments. The Board shall remain liable for all of its functions or authorities so delegated.





Article (6)Board Members’Fiduciary Duties

6-1: Each Board Member owes the company the fiduciary duties of care, loyalty and compliance with the rules set out in related laws and regulations including this Code and the Board Charter.

√ Applied and set forth in The Bank’s Memorandum and Articles of Association.

6-2: Board Members must at all times act on an informed basis, in good faith, with due diligence and care, and in the best interests of the Company and all its shareholders.

√ Applied and set forth in The Code of Professional Ethics and Practices signed by all employees as well as the Board Members

6-3: Board Members shall act effectively to fulfill their responsibilities towards the Company.


Article (7)Separation ofPositions ofChairman andCEO

7-1: The same person may not hold or exercise the positions of the Chairman and Chief Executive Officer at the same time. The division of responsibilities between the two positions shall be clear.

√ There is a separation of responsibilities of Chairman and CEO. Two different persons exercise the two positions.

7-2: In all circumstances, no one person in the Company should have unfettered powers to take decisions.

√ Applied and set forth in the Quorum and Decisions of the Board. It should be noted that the authority granted to the Chairman as a Managing Director are of supervisory nature.

Article (8)Duties of theChairman of theBoard

8-1: The Chairman is responsible for ensuring the proper operation of the Board, including timely receipt by the Board Members of complete and accurate information.





Not Applicable

Governance Application Justification

Article (8)Duties of theChairman of theBoard

8-2: The Chairman may not be a member of any of the Board committees prescribed in this Code.

√ Governance Instructions issued by Qatar Central Bank in circular no. (A.R 68/2015) dated on 26/7/2015 stipulate that the Chairman may not be a member of some committees such as Audit Committee, without banning the Chairman from being a member of any committee.

8-3: The duties and responsibilities of the Chairman of the Board of Directors shall, in addition to the provisions of the Board Charter, include but not be limited to the following:1. To ensure that the Board discusses all the

main issues in an efficient and timely manner.2. To approve the agenda of every meeting

of the Board of Directors, taking into consideration any matter proposed by any other Board Member; this may be delegated by the Chairman to a Board Member but the Chairman remains responsible for the proper discharge of this duty by the said Board Member.

3. To encourage all Board Members to fully and effectively participate in dealing with the affairs of the Board of Directors, for ensuring that the Board of Directors is working in the best interests of the Company.

4. To ensure effective communication with shareholders and communication of their opinions to the Board of Directors.

5. To allow effective participation of the Non-Executive Board Members in particular and to promote constructive relations between Executive and Non-Executive Board Members.

6. To ensure the conducting of an annual evaluation of the Board’s performance.

√ The duties and responsibilities of the Chairman of the Board of Directors include the points set out in Article (8-3).





Article (9)BoardComposition

9-1: The Board composition shall be determined in the Company’s Articles of Association. The Board shall include Executive, Non-Executive and Independent Board Members so as to ensure that the Board decisions are not dominated by one individual or a small group of individuals

√ The Board composition is set in Article (26) of the Bank’s Articles of Association.

9-2: At least one third of the Board Members shall be Independent Board Members and a majority of the Board Members shall be Non-Executive Board Members.

√ The Board consists of (8) members: (5) Independent Members, and (3) Executive Members. It should be noted that a ninth member will be added to the Board to comply with Governance Instructions issued by Qatar Central Bank. The Bank’s Articles of Association has been amended accordingly.

9-3: Board Members shall have adequate expertise and knowledge to effectively perform their functions in the best interests of the Company and they shall give sufficient time and attention to their role as Board Members.

√ The Board Members have qualifications and adequate knowledge and expertise to perform their functions and this is set forth in The Functions and Powers of the Board. All Board Members have longstanding expertise and high competence in all aspects of the Bank’s business and devote enough time to their work on the Board.





Article (9)BoardComposition

9-4: The ownership of a nominee standing for Independent Board membership in the Company’s capital shall not exceed the number of shares required for Board membership.

√ Article 27 of the Articles of Association stipulates that the Board Member shall hold at least 1% of the Company’s shares. This clause is compatible with the provision of Article 97/3 of the Law of Commercial Companies No. 11/2015, which stipulates that the Board Member shall be a shareholder and owner of a number of shares determined by the Articles of Association, except the Independent Board Members. Given that the Governance Instructions do not impose such a restriction, but stipulated that neither the Independent Board Member nor any of his immediate relatives (directly or indirectly) shall not own more than ¼ per thousand of the Bank’s shares.





Article (10)Non-ExecutiveBoard Members

10-1: Duties of the Non-Executive Board Members include but are not limited to the following:

10-1-1: Participation in the meetings of the Board of Directors and providing independent opinion on strategic matters, policy, performance, accountability, resources, key appointments and operation standards.

10-1-2: Ensuring that priority shall be given to the Company’s and shareholders’ interests in case of conflict of interests.

10-1-3: Participation in the Company’s Audit Committee;

10-1-4: Monitoring the Company’s performance in realising its agreed objectives and goals, and reviewing its performance reports including the Company’s annual, half yearly and quarterly reports.

10-1-5: The development of the Procedural Rules for the Company’s Corporate Governance to ensure their implementation in a consistent manner.

10-1-6: Availing the Board of Directors and its different Committees of their skills, experiences, diversified specialties and qualifications through regular presence in the Board meetings and effective participation in the General Assemblies and the acquisition of a balanced understanding of shareholders’ opinions.

√ Applied, and The Functions and Powers of the Board include points set out in clause 10-1.

10-2: A majority of the Non-Executive Board Members may request the opinion of an independent consultant, in relation to any of the Company’s affairs, at the Company’s expense.

√ Applied and the Board terms of reference include the points in this article 10-2.





Article (11)Board Meetings

11-1: The Board of Directors shall hold meetings regularly, to ensure that the Board is effectively performing its duties. The Board of Directors shall meet at least six times a year.

√ Applied and set forth in Article (34) of the Bank’s Articles of Association. Article 104 of the new Commercial Companies law 11/2015 stipulates that no 3 months shall pass without its Board of Directors holding a Board meeting.

11-2: The Board shall meet when convened by its Chairman or upon the written request of two Board Members. The invitation for the Board meeting and agenda shall be communicated to each Board Member at least one week before the date of the meeting, noting that any Board Member may add any item to the agenda.

√ Applied and set forth in Article (35) of the Bank’s Articles of Association.

Article (12)Board Secretary

12-1: The Board shall appoint a Board Secretary whose functions shall include recording the minutes of all the Board meetings and safekeeping of records, books and reports submitted by or to the Board. Under the direction of the Chairman, the Board Secretary shall also be in charge of ensuring timely access to information and coordination among the Board Members as well as between the Board and the other stakeholders in the Company including shareholders, management, and employees.

√ Applied and the Board have a Board Secretary appointed for this purpose.

12-2: The Board Secretary shall ensure that Board Members have full and timely access to the minutes of all Board meetings, information, documents, and records pertaining to the Company.

√ Applied and included in The Functions and Powers of the Board Secretary.





Article (12)Board Secretary

12-3: All Board Members shall have access to the services and advice of the Board Secretary.

√ All Board Members shall benefit from services of the Board Secretary according to the Communication Policy approved by the Board.

12-4: The Board Secretary may only be appointed or removed by a Board resolution

√ Applied in the Bank

12-5: The Board Secretary should preferably be a member of a recognised body of professional accountants, or a member of a recognised or chartered body of corporate secretaries, or a lawyer or a graduate from a recognised university or equivalent. He should have at least three years’ experience in handling the affairs of a public company listed in the market.

√ The Board Secretary holds a Bachelor of Law, and have over 15 years’ legal experience. He held several senior positions in local and international companies, working in the field of legal consulting and as secretary of the Board of Directors. In addition, he attended several courses related to his job as Board Secretary.

Article (13)Conflict of Interest and Insider Trading

13-1: The Company shall adopt and make public general rules and procedures governing the Company’s entering into any commercial transaction with a Related Party (the Company’s “Related Party Policy”). In any event, it shall not be permitted to enter into any commercial transaction (or contract) with any a Related Party unless in strict compliance with the aforementioned Related Party Policy.

The said Policy shall include principles of transparency, fairness and disclosure in addition to the requirement that a related party transaction be approved by a majority vote of the shareholders, without the concerned Related Party participating in the voting.

√ There is a policy applied and approved by the Bank with regards to the procedures necessary to be followed in the event of conflict of interest.






Article (13)Conflict of Interest and Insider Trading

13-2: Whenever an issue involving conflict of interest or any commercial transaction between the Company and any of its Board Members or any Party related to said Board Member is discussed in a Board meeting, the said issue shall be discussed in the absence of the concerned Board Member who may not in any event participate in the voting on the matter. In any event, such transaction shall be made at market prices and on an arm’s-length basis and shall not involve terms that are contrary to the interests of the Company.

√ Applied and set forth in the Bank’s Policy related to conflict of interest.

13-3: In any event, such transactions shall be disclosed in the Company’s annual report and specifically referred to in the General Assembly following such commercial transactions.

√ Applied and taken into account when preparing the Bank’s Annual Report.

13-4: Trading by Board Members in the Company’s shares and other securities shall be disclosed and the Company shall adopt clear rules and procedures governing trading by Board Members and employees in the Company’s securities.

√ The Board Members’ shares shall be disclosed in the Corporate Governance Report submitted to the Authority and the Annual Report submitted to the Bank. The Board Members and Executive Management shall not trade in shares during ban periods according to the Bank’s Policy approved, and the circulars issued in this regard.





Article (14)Other Board Practices and Duties

14-1: Board Members shall have full and immediate access to information, documents, and records pertaining to the Company. The Company’s Executive Management shall provide the Board and its committees with all requested documents and information.

√ Approved, and the Bank shall provide the Board Members with all information, data and records to enable them to carry out their functions and be familiar with all executive aspects of the Bank.

14-2: The Board Members shall ensure that the Nomination, Remuneration and the Audit Committee members, the Internal Audit and representatives of the External Auditors attend the General Assembly.

√ All Board Members shall attend the General Assembly. The invitation shall be sent to Companies Control Department at the Ministry of Economy and Commerce, Qatar Central Bank, External Auditor, Qatar Financial Markets Authority, Qatar Stock Exchange, key employees in the Bank such as Chief Executive Officer, his deputies, Head of Internal Audit Department and others to attend the General Assembly.

14-3: The Board shall put in place an induction program for newly appointed Board Members in order to ensure that, upon their election, Board Members are made fully aware of their responsibilities, and have proper understanding of the manner in which the Company operates.

√ The Board of Directors Manual is distributed annually to the new and existing members to enhance their understanding of the Bank and its operations. The Manual includes the latest information about the Bank’s system, Corporate Governance policies, the formed Committees, and their functions and powers.

14-4: The Board Members are responsible for having an appropriate understanding of their role and duties, and educating themselves in financial, business, and industry practices as well as the Company’s operations and functioning. In this respect, the Board shall adopt an appropriate formal training to enhance Board Members’ skills and knowledge.






Article (14)Other Board Practices and Duties

14-5: The Board of Directors shall at all-times keep its members updated about the latest developments in the area of Corporate Governance and Best Practice relating thereto. The Board may delegate the same to the Audit Committee or the Governance Committee or any other body as it deems appropriate.

√ Applied, and any developments in the principles of Corporate Governance shall be presented to the Board, directly or by the Bank’s Compliance and Risk Committee.

14-6: The Company’s Articles of Association shall include clear procedures for removing Board Members in the event of failing to attend Board meetings.

√ Applied and set forth in Article (33) of the Bank’s Articles of Association.

Article (15)Board Committees

The Board shall evaluate the advantages or feasibility of establishing specialised Board committees to supervise critical work progress. Upon deciding on the committees to be set up, the Board has to take the committees mentioned in this code into account.

√ Applied and included in the Board authorities. The Bank shall comply with the Governance Instruction issued from Qatar Central Bank and bound to banks.

Article (16)Board Members’Appointment.The NominationCommittee

16-1: Nominations and appointments of Board Members shall be made according to formal, rigorous and transparent procedures.

√ Applied and carried out through filling clear forms prepared in this regard.

16-2: The Board shall constitute a Nomination Committee chaired by an Independent Board Member and comprised of Independent Board Members which shall recommend Board Members’ appointments and re-nomination for election by the General Assembly (for the avoidance of doubt, nomination by the Committee does not deprive any shareholder of his rights to nominate or to be nominated);

√ According to Governance Instructions issued by Qatar Central Bank dated on 26/7/2015 and the Corporate Governance system, these authorities are within those of the Governance Nomination and Remuneration Committee.





Article (16)Board Members’Appointment.The NominationCommittee

16-3: Nominations shall take into account inter alia the candidates’ sufficient availability to perform their duties as Board Members, in addition to their skills, knowledge and experience as well as professional, technical, academic and personal qualifications and should be based on the fit and proper guidelines for Nomination of Board Members’ annexed to the Code as amended by the Authority from time to time;

√ Applied and set forth in the forms required to be filled by the nominees and presented to the Committee for discussion and for opinion.

16-4: Upon its establishment, the Nomination Committee shall adopt and publish its terms of reference detailing authority and role.

√ Applied, and the Bank has terms of reference determining the functions and duties of the Committee.

16-5: The Nomination Committee’s role shall also include conducting an annual self-assessment of the Board’s performance.

√ Applied and assigned to the Governance Nomination and Remuneration Committee according to a form prepared for this purpose.

16-6: Banks and other companies shall comply with any conditions or requirements relating to the nomination, election or appointment of Board Members issued by Qatar Central Bank or any other relevant authority.

√ Applied and the Bank takes this matter into account.

Article (17)Remuneration of Board Members,RemunerationCommittee

17-1: The Board of Directors shall establish a Remuneration Committee comprised of at least three Non-Executive Board Members the majority of whom must be Independent

√ Applied, and the authorities are within those of the Governance, Nomination and Remuneration Committee. The Remuneration Committee comprises of three Board Members, which is in line with Governance Instructions issued by the Central Bank which allowed the integration of the committees taking into account non-conflict.





Article (17)Remuneration of Board Members,RemunerationCommittee

17-2: Upon its constitution, the Remuneration Committee shall adopt and make available its terms of reference explaining its role and main responsibilities.

√ Applied, approved and depends on the Bank’s Articles of Association and instructions of Qatar Central Bank and Governance Code.

17-3: The Remuneration Committee’s main role shall include setting the remuneration policy of the Company including remuneration of the Chairman and all Board Members as well as Senior Executive Management.

√ Applied and set forth in the terms of reference of the Governance, Nomination and Remuneration Committee in line with the instructions issued from Qatar Central Bank in this regard.

17-4: The Remuneration Policy shall be presented to the shareholders in the General Assembly for approval and shall be made public.

√ Applied, and the Articles (44), (45) and (64) of the Bank’s Articles of Association set out the general framework for the Board’s remuneration, which is available on the website of the Bank. Such remuneration shall be within the limits set by Qatar Central Bank and the new law on Commercial Companies 11/2015.

17-5: Remuneration shall take into account the responsibilities and scope of the functions of the Board Members and members of Senior Executive Management as well as the performance of the Company. Compensation may include fixed and performance–related components, noting that such performance-related components should be based on the long-term performance of the Company.

√ The Bank follows the instructions issued by Qatar Central Bank with regard to “the basis and policy of granting remuneration and incentives”, which are consistent with this Article.





Article (18)Audit Committee

18-1: The Board of Directors shall establish an Audit Committee that shall be comprised of at least three members, the majority of whom should be Independent. The Audit Committee must include at least one member with financial and audit experience. If the number of available independent Board is not sufficient to fill the Audit Committee membership, the Company may appoint members that are not Independent Board Members provided that the Chairman of the Committee is Independent.

√ Applied and there is a competent committee for this purpose, which is the Audit Committee.

18-2: In any event, any person who is or has been employed by the Company’s External Auditors within the last two (2) years may not be a member of the Audit Committee.

√ The Bank is committed to this Article.

18-3: The Audit Committee may consult at the Company’s expense any independent expert or consultant.

√ Applied and set forth in The Functions of Audit Committee.

18-4: The Audit Committee shall meet as needed and regularly at least once every three months and shall keep minutes of its meetings.

√ Applied and set forth in The Functions of Audit Committee.

18-5: In the event of any disagreement between the Audit Committee’s recommendations and the Board’s decision including where the Board refuses to follow the Committee’s recommendations concerning the External Auditor, the Board shall include in the Company’s Governance Report a statement detailing such recommendations and the reason(s) behind the Board of Directors’ decision not to follow the recommendations.

√ This matter will be taken into consideration, if such conflict occurs.






18-6: Upon its establishment, the Audit Committee shall adopt and make public its terms of reference, explaining its main role and responsibilities in the form of an Audit Committee Charter including in particular the following:

18-6-1: To adopt a policy for appointing the External Auditors; and to report to the Board of Directors any matters that, in the opinion of the Committee, necessitate action, and to provide recommendations on the necessary procedures or required action.

18-6-2: To oversee and follow up the independence and objectivity of the External Auditor and to discuss with the External Auditor the nature, scope and efficiency of the Audit in accordance with International Standards on Auditing and International Financial Reporting Standards;

18-6-3: To oversee the accuracy and validity of financial statements and the yearly, half-yearly and quarterly reports and to review such statements and reports. In this regard particular focus on: • Any changes to the accounting policies and

practices;• Matters subject to the discretion of Senior

Executive Management.• The major amendments resulting from the

audit;• Continuation of the Company as a viable

going concern;• Compliance with the accounting standards

designated by the Authority;• Compliance with the applicable listing Rules

in the Market;• Compliance with disclosure rules and any

other requirements related to preparation of financial reports.

√ Applied, and there are clear terms of reference, which are approved by the Board, for the Audit Committee and which take into consideration the points set forth in this Article (18-6).






18-6-4: To coordinate with the Board of Directors, Senior Executive Management and the Company’s Chief Financial Officer or the person undertaking the latter’s tasks, and to meet with the External Auditors at least once a year;

18-6-5: To consider any significant and unusual matter reflected or to be reflected in such financial reports and accounts, and to give due consideration to any issues raised by the Company’s Chief Financial Officer or the person undertaking the latter’s tasks, or the Company’s Compliance Officer or External Auditors.

18-6-6: To review the Financial and Internal Control and Management systems.

18-6-7: To discuss the Internal Control systems with the Management to ensure Management’s performance of its duties towards the development of efficient Internal Control systems.

18-6-8: To consider the findings of Principles Investigations in Internal Control matters requested by the Board of Directors or carried out by the Committee on its own initiative with the Board’s approval.

18-6-9: To ensure coordination between the Internal Auditors and the External Auditor, the availability of necessary resources, and effectiveness of the internal controls.

18-6-10: To review the Company’s financial and accounting policies and procedures.

Applied and there are clear terms of reference, which are approved by the Board, for the Audit Committee and which take into consideration the points set forth in this Article (18-6).






18-6-11: To review the letter of appointment of the External Auditor, his business plan and any significant clarifications he requests from senior management as regards the accounting records, the financial accounts or control systems as well as the Senior Executive Management’s reply.

18-6-12: To ensure the timely reply by the Board of Directors to any queries and matters contained in the External Auditors’ letters or reports.

18-6-13: To develop rules through which employees of the Company can confidentially report any concerns about matters in the financial reports or internal controls or any other matters that raise suspicion. To ensure that proper arrangements are available to allow independent and fair investigation of such matters whilst ensuring that the aforementioned employee is afforded confidentiality and protected from reprisal. Such rules should be submitted to the Board of Directors for adoption.

18-6-14: To oversee the Company’s adherence to Professional Conduct rules.

18-6-15: To ensure that the rules of procedure related to the powers assigned to the Board of Directors are properly applied.

18-6-16: To submit a report to the Board of Directors on the matters contained in this Article.

18-6-17: To consider other issues as determined by the Board of Directors.

√





Article (19)Compliance,Internal Controlsand the InternalAuditor

19-1: The Company shall adopt Internal Control Systems approved by the Board to evaluate the methods and procedures for Risk Management, implementation of the Company’s Corporate Governance Code and compliance with related laws and regulations. The Internal Control Systems shall set clear lines of responsibility and accountability throughout the Company’s departments.

√ The Bank follows an internal control system approved by the Board.

19-2: The Internal Control System shall include effective and independent risk assessment and management functions, as well as financial and operational internal audit functions in addition to the external audit. The Internal Control Systems shall also ensure that all Related Party Transactions are handled in accordance with the requirements related thereto.

√ Applied, and the Bank has a Risk Department that assumes the referred functions.

19-3: The Company shall have an internal audit function with clearly defined functions and role, in particular the internal audit function shall:19-3-1: Audit the Internal Control Systems and

oversee their implementation.19-3-2: Be carried out by operationally

independent, appropriately trained and competent staff.

19-3-3: Submit its reports to the Board of Directors either directly or through the Board’s Audit Committee; and is responsible to the Board.

19-3-4: Has access to all Company’s activities.19-3-5: Is independent, including being

independent from the day-to-day Company functioning. Its independence should be reinforced for example by having the Board determine compensation for its staff.

√ Applied, and the Bank has an Internal Audit Department that assumes the functions referred to.






19-4: The Internal Audit function shall include at least one internal auditor appointed by the Board of Directors. This Internal Auditor shall report to the Board or the Chief Executive Officer of the Company, either directly or through the Audit Committee.

√ Applied, and the Board’s Audit Committee approves the appointment of the Head of the Internal Audit Department.

19-5: The internal auditor shall prepare and submit to the Audit Committee and the Board of Directors an internal audit report which shall include a review and assessment of the Internal Control system of the Company. The scope of the Internal Audit Report shall be agreed between the Board (based on the Audit Committee recommendation) and the Internal Auditor and shall include the following:• Control and oversight procedures of financial

affairs, investments, and risk management.• Comparative evaluation of the development of

risk factors and the systems in place to respond to drastic or unexpected market changes.

• Assessment of the performance of the Board and senior management in implementing the Internal Control Systems, including the number of times the Board was notified of control issues (Including risk management) and the manner in which such issues were handled by the Board

• Internal Control failure, weaknesses or contingencies that have affected or may affect the Company’s financial performance, and the procedure followed by the Company in addressing Internal Control failures (especially such problems as disclosed in the Company’s annual reports and financial statements.

√ Applied, and the Internal Audit Department submits its reports to the Audit Committee. The Internal Audit plan, which is approved annually by the Committee, include the points set out in this section 19-5.






• The Company’s compliance with applicable market listing and disclosure rules and requirements.

• The Company’s compliance with Internal Control systems in determining and managing risk.

• All relevant information describing the Company’s risk management operations.

19-6: The Internal Audit Report shall be prepared every three months.

The Internal Audit prepares and submits its reports to the Audit Committee on a quarterly basis.

Article (20)External Auditor

20-1: An External Auditor who is independent, and qualified, and appointed upon the recommendation of the Audit Committee to the Board and the Company’s General Assembly approval, shall undertake an annual and semi-annual Independent Audit. The purpose of the said Audit is to provide an objective assurance to the Board and shareholders that financial statements are prepared in accordance with this Code, related laws and regulations and international financial reporting standards, and accurately represents the financial position and performance of the Company in all material respects.

√ The Bank complies with this Article. The Audit Committee recommends the appointment of the External Auditor.

20-2: The External Auditor shall comply with the highest professional standards and he shall not be contracted by the Company to provide any advice or services other than carrying out the Audit of the Company. The External Auditor must be completely independent from the Company and its Board Members and shall not have any conflict of interest in relation to the Company.

√ The External Auditor appointed for the financial year 2016 complies with the required professional standards and is contracted to provide audit services for the Bank. The External Auditor is independent and has no conflict of interest with the Bank. Qatar Central Bank approves the appointment of External Auditor.





Article (20)External Auditor

20-3: The Company’s External Auditor must attend the Company’s annual ordinary General Assembly where he shall deliver his annual report and answer any queries in this respect.

√ Applied, and the External Auditor attends the meetings of the Bank’s General Assembly.

20-4: The External Auditor is accountable to the shareholders and owes a duty to the Company to exercise due professional care in the conduct of the Audit. The External Auditor is also responsible for notifying the Authority and any other regulatory authority should the Board fail to take proper action concerning suspicions raised or identified by the external auditors.

√ Articles (60) to (63), (of the Bank Articles of Association determine the Auditor’s responsibilities, and the Bank fully applies this clause and the External Auditor professionally carries out the Audit in accordance with this clause.

20-5: A listed company shall change its External Auditor every five years at a maximum.

√ The Bank is committed to changing its Auditor every five years at a maximum.

Article (21)Disclosure

21-1: The Company must comply with all disclosure requirements including financial reporting as well as disclosing shareholdings of Board Members, Senior Executives and major or controlling shareholders. The Company must also disclose information about its Board Members including notably a resume of each member describing his/her respective education, profession, other board seats that they may hold (if any). Names of the members of various Committees constituted by the Board as mentioned in Article 5.3, along with the composition of the Committee, should also be disclosed.

√ Applied, and the Bank complies with all requirements of disclosure. The Bank discloses its financial statements, number of shares of the Board Members and major shareholders in the Corporate Governance Report and Annual Report. Copies of these reports will be available on the electronic website of the Bank and distributed to shareholders in the General Assembly Meeting.

21-2: The Board shall ensure that all disclosure made by the Company provides accurate and true information which is not misleading.

√ Applied and set forth in The Functions and Competences of the Board.





Article (21)Disclosure

21-3: The Company’s financial reports must comply with IFRS/IAS and ISA standards and requirements. In addition to stating whether the External Auditor obtained all information needed, the External Auditor’s report shall also state whether the Company conforms to IFRS/IAS and that the Audit has been conducted in accordance with IAS.

√ The Bank complies with this section 21.3 and the instructions issued by Qatar Central Bank in this regard. The External Auditor’s report shall include obtaining all information needed to perform their work.

21-4: The Company’s audited financial reports shall be circulated to the shareholders.

√ Copies of Corporate Governance reports and financial reports shall be available on the Bank’s website and shall be distributed to the shareholders during the General Assembly meeting.

Article (22)General Rightsof Shareholdersand KeyOwnershipElements

22-1: Shareholders have all rights conferred upon them by related laws and regulations including this Code as well as the Company’s Articles of Association; and the Board shall ensure that shareholders’ rights are respected in a fair and equitable manner.

Applied according to the Articles (19), (20) of the Bank’s Articles of Association.

Article (23)OwnershipRecords

23-1: The Company shall keep valid and up to date records of share ownership.

√ Applied and set forth in Article (11) of the Bank’s bylaws. The Bank maintains accurate and proper records proving the share ownership of the shareholders.

23-2: Shareholders shall have the right to review and access for free the Company’s shareholders’ register during the Company’s regular office hours or as otherwise determined in the Company’s Access to Information Procedures.

√ Applied and set forth in Article (11) of the Bank’s bylaws.





Article (23)OwnershipRecords

23-3: The shareholder shall be entitled to obtain a copy of the following: Board Members’ register, Memorandum of Association and Articles of Association of the Company, instruments creating a charge or right on the Company’s assets, related party contracts and any other document as the Authority may decide upon payment of a prescribed fee.

√ The Bank is committed to this section 23-3. The Corporate Governance report, which is distributed to the shareholders and which is made available on the Bank website, includes information about the Board Members. The Bank’s memorandum and Articles of Association are also made available on the Bank website.

Article (24)Access toInformation

24-1: The Company shall include in its Articles of Association and Memorandum of Association Procedures of Access to Information to ensure that shareholders rights of access to Company documents and information in a timely manner and on a regular basis, are preserved. The Access to Information Procedures shall be clear and detailed and shall determine:1. The Accessible Company Information

including the types of information that are made accessible on an ongoing basis to individual shareholders or to shareholders representing a minimum percentage of the Company’s share capital.

2. Clear and express procedures to access such Information.

√ Applied and set forth in Article (44) of the Articles of Association. The Bank is committed to the principles of transparency and disclosure. All information about the Bank are available on the Bank’s website for shareholders review.

24-2: The Company shall have a website where all relevant information and public information and disclosures must be posted. This includes all information that is required to be made public by this Code and any related laws and regulations..

√ Applied and the disclosures are published on the Bank’s website.





Article (25)ShareholdersRights withRegard toShareholders’Meetings

25-1: The Company’s Articles of Association and Memorandum of Association shall include provisions ensuring shareholders’ right to call for a General Assembly and be convened in a timely manner; the right to place items on the agenda, discuss matters listed on the agenda and address questions and receive answers thereupon; and the right to make informed decisions.

√ Applied and set forth in Articles (51), (55), and (56) of the Bank’s Articles of Association.

Article (26)EquitableTreatment ofShareholdersand Exercise ofVoting Rights

26-1: All shares of the same class shall have the same rights attached to them.

√ Applied and set forth in Articles (8), (19), and (53) of the Bank’s Articles of Association.

26-2: Proxy voting is permitted in compliance with related laws and regulations.

√ Applied and proxy voting is permitted according to the Article (56) and (57) of the Bank’s Articles of Association.

Article (27)Shareholders’RightsConcerningBoard Members’Election

27-1: The Company’s Articles of Association and Memorandum of Association shall include provisions ensuring that shareholders are given information relating to Board Members’ candidates including a description of candidates’ professional and technical skills, experience and other qualifications.

√ Set forth in two Articles (26) and (27) of the Bank’s Articles of Association.

27-2: Shareholders shall have the right to cast their votes for Board Members’ election by Cumulative Voting.

√ The Cumulative Voting will be included in the Bank’s Articles of Association after obtaining the necessary approvals in this regard.

Article (28)Shareholders’RightsConcerningDividendDistribution

The Board of Directors shall submit to the General Assembly a clear policy on dividend distribution. This shall include the background and rationale of such policy in terms of the best interest of the Company and the shareholders.

√ During the General Assembly meeting, the Chairman on behalf of the Board Members submits a clear policy on dividend distribution in line with chapter 7 of the Bank’s Articles of Association.





Article (29)Capital Structures,Shareholders’Rights, MajorTransactions

29-1: Capital Structures should be disclosed and Companies should determine the type of shareholders agreements that should be disclosed.

√ Applied and the Bank shall disclose the capital structure in the Corporate Governance report and the annual report.

29-2: Companies shall adopt in their Articles of Association and/or Memorandum of Association provisions for the protection of minority shareholders in the event of approval of Major Transactions where the said minority shareholders have voted against such Major Transactions.

√ We would like to note that Article (59) of the Bank’s Memorandum of Association is compatible with Article (132) of the Commercial Companies law, which stipulates that the General Assembly resolutions are binding on all shareholders, whether they were present at the meeting or absent, whether they agree or disagree on such resolutions. However, the Board Charter includes, among the Board-assigned tasks, the need to make appropriate recommendations to the General Assembly during its convocation in order to take any strategic decision and to take into account the interests of the Bank and small shareholders.

29-3: Companies shall adopt in their Articles of Association and/or Memorandum of Association, a mechanism ensuring the trigger of a public offer or the exercise of Tag-along rights in the case of a change in ownership exceeding a specific percentage (threshold) The thresholds should take into consideration shares held by third parties but under the control of the disclosing shareholder, including shares covered by shareholder agreements which should also be disclosed

√ Set forth in Article (21) of the Bank’s Memorandum of Association, which gives old shareholders right of priority in subscription to any issuance of shares and this is regulated by the law. As stipulated in Article (7) of the Bank’s Articles of Association, no shareholder shall own more than 3%7 of the company’s capital.

7. Based on the latest amendment of the bank’s Memorandum of Association.





Article (30)Stakeholders’Rights

30-1: The rights of stakeholders are to be respected. Where stakeholders participate in the Corporate Governance arrangements, they shall have access to relevant, sufficient and reliable information on a timely and regular basis.

√ Applied and all information disclosed by the Bank and published in its reports are available on the Bank’s website and available for all concerned parties for review.

30-2: The Board of Directors shall ensure that the Company’s employees are treated according to the principles of fairness and equity and without any discrimination whatsoever on the basis of race, gender, or religion.

√ Applied and the employees’ regulation and professional ethics and practices approved by the Board ensure treating employees according to the principles of fairness and equality and without any discrimination whatsoever on the basis of race, gender, or religion.

30-3: The Board shall develop a remuneration policy and packages that provide incentives for the employees and management of the Company to always perform in the best interests of the Company. This policy should take into consideration the long term performance of the Company.

√ Applied and included in the powers of the Governance, Nomination and Remuneration Committee of the Board.

30-4: The Board shall adopt a mechanism enabling company employees to report to the Board suspicious behaviour, where such behaviour is unethical, illegal, or detrimental to the Company. The Board shall ensure that the employee addressing the Board shall be afforded confidentiality and protected from any harm or negative reaction by other employees or the employee’s superiors.

√ Applied and the Bank has the policy and procedures of “Whistle-blowing” approved by the Board, under which the employee could with anonymity, disclose any suspicious acts. The Whistle-blowing Committee submits its reports to the Board’s Audit, Compliance and Risk Committee.

30-5: Companies must comply in full with the provisions of this Article as it is excluded from the Compliance principle or the Non-Compliance justification.

√ The Bank is committed to all clauses of this article.





Article (31)The CorporateGovernanceReport

31-1: The Board shall prepare an annual Corporate Governance Report signed by the Chairman.

√ Applied and the Bank prepares it on an annual basis.

31-2: This Report shall be submitted to the Authority on an annual basis and whenever required by the Authority and shall be attached to the annual report prepared by the Company in compliance with the periodical disclosure requirement.

√ The Authority, upon its request, shall be provided with the Corporate Governance report on an annual basis. The Corporate Governance report forms an integral part of the annual report.

31-3: The Corporate Governance Report shall include the agenda of the Company’s ordinary General Assembly and distribute a copy of it among the participants in the meeting.

√ The agenda of the General Assembly shall include an item to discuss the Corporate Governance report with the shareholders.

31-4: The said Report shall include all information related to the application of this Code, including notably:1. Procedures followed by the Company in

this respect.2. Disclosure of any violations committed

during the financial year, their reasons and remedial measures taken and measures to avoid the same in the future.

3. Disclosure of Members of the Board of Directors and its Committees and their responsibilities and activities during the year, according to the categories and terms of office of said Members along with the method of determining the Directors’ and Senior Executive Managers’ remuneration.

√ The Corporate Governance report shall include all points included in this section 31-4.




Article (31)The CorporateGovernanceReport

4. Disclosure of Internal Control procedures including particularly the Company’s oversight financial affairs, investments, and risk management.

5. Disclosure of the procedure followed by the Company in determining, evaluating and managing significant risks, a comparative analysis of the Company’s risk factors and discussion of the systems in place to con-front drastic or unexpected market changes.

6. Disclosure of the performance assessment of the Board and Senior Management in implementing the Internal Control system, including identification of the number of times the Board was notified of control is-sues (including risk management) and the way such issues were handled by the Board.

7. Disclosure of the Internal Control failures or weaknesses or contingencies that have affected or may affect the Company’s financial performance and the procedures fol-lowed by the Company in addressing Internal Control failures (especially such problems as disclosed in the Company’s annual reports and financial statements.

8. Disclosure of the Company’s compliance with applicable market listing and disclosure rules and requirements.

9. Disclosure of the Company’s compliance with Internal Control systems in determining and managing risks.

10. All relevant information describing the Company’s risk management operations and Internal Control procedures.

√ The Bank is committed to all clauses of this article.


Governance Report 2016 - Ahli Bank Qatar Govn 2016... · Siemens (Qatar), Astad Project Management, Mazaya Qatar Real Estate Development, Amlak and Tornado. He holds a bachelor’s

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