Overview
As a financial institution licensed in the UAE, Commercial Bank of Dubai PSC (“CBD” or the “Bank”) is committed to complying with the Corporate Governance Regulations and Standards issued by the UAE Central Bank and the Securities and Commodities Authority, and with best governance practices adopted internationally.
Corporate governance is the system of rules, practices, and processes by which the Bank is directed and controlled.
Corporate Governance essentially involves fair treatment and balancing the interest of the many stakeholders in the Bank, which include its shareholders, management, customers, suppliers, bondholders, the government (including regulatory entities) and the community.
CBD maintains a continuously updated Corporate Governance System, which is the set of documents made up of the:
- The Articles of Association of CBD
- Mission, Vision and Values of CBD Group
- The Codes of Conduct
- The Policies listed in annexes of the Corporate Governance Manual; and
- The different corporate policies.
The Bank develops its strategy in accordance with certain values to which all the entities and persons forming part of the Group are committed, the common denominator of which is the sustainable creation of long-term share holder value, being a good corporate citizen and balancing the optimisation of benefits realisation for all stakeholders.
Board of Directors
Meet our Board of Directors
In accordance with the Articles of Association for Commercial Bank of Dubai the formation of the Board of Directors is governed by the Federal Law on Commercial Companies (as amended). The Board comprises of 11 members who are elected through the General Meeting, for a term of three financial years.
The formation of the Board of Directors takes into consideration the primary need to ensure that the Board and its Committees have the appropriate balance of skills, experience, knowledge of the Bank and independence of mind to enable them to discharge their respective duties and responsibilities.
Board Committees
Increasing efficiency and allowing deeper focus in specific areas
CBD Management Team
Our Management Team is made up of industry experts that contribute unparalleled expertise and knowledge
Internal Shari'ah Supervision Committee - ISSC
Our Internal Shari'ah Supervision Committee - ISSC is comprised of leading Islamic scholars who have extensive experience and expertise in legal, financial and banking-related matters.
The committee is responsible for reviewing, approving, and overseeing all of our product offerings, and is empowered to issue rulings in strict adherence to the principles of Shari'ah. Our ISSC relies on the following renowned Islamic scholars:
Corporate Governance Reports
Corporate Governance Manual
The Corporate Governance Manual (the “Manual”) was designed to define the framework of rules of rules, systems and policies that governs the performance of the Board of Directors (the “Board”) and Senior Management. It establishes the structure by which the Bank executes and carries out its Corporate Governance. It serves as a reference for all the members of the Board as well as its Senior Management in the conducting of their duties and responsibilities.
The provisions in the Manual are the principles enunciated in:
- The “Corporate Governance Regulation” and accompanying “Corporate Governance Standards” as issued by the UAE Central Bank through the Notice No. CBUAE/BSD/2019/3671 dated 17 September 2019 as amended from time to time and all additional governance requirements as contained in the separate regulations and standards issued by the Central Bank for risk management, internal control, compliance and internal audit and financial reporting and external audit and any additional specific regulation issued now or in the future by the Central Bank,
- The “Standard Re. Shari’ah Governance for Islamic Financial Institutions” as issued by the UAE Central Bank through the Notice No. CBUAE/BSD/2020/2123 dated 3 May 2020 as amended from time to time,
- The “Standard Re. Regulatory Requirements for Financial Institutions Housing an Islamic Window” as issued by the UAE Central Bank through the Notice CBUAE/BSD/N/2020/4743 dated 26 October 2020, and
- The “Chairman of Authority's Board of Directors' Decision No. 3/Chairman of 2020 concerning approval of Joint Stock Companies Governance Guide” as published by the Securities and Commodities Authority and amended from time to time.
(Each or altogether the “Governance Regulations”)
In addition to the Governance Regulations, the Manual follows the leading global practices in corporate governance.
Through the Manual, the Board aims to promote adherence, further strengthen the Group’s commitment to good corporate governance, and align the corporate governance system with the international practice considering the continuous developments in the national Governance Regulations. Therefore, the purpose of the document is to institutionalize clear, robust, and effective Corporate Governance as the foundations for CBD’s future market leadership, continued profitability, and long-term stability.
Corporate Governance Framework
Shari’ah Governance Framework
The Bank’s Sharia’ Governance Framework document sets out strengthened oversight accountabilities on the Board, Internal Shari’ah Supervision Committee (“ISSC”), and other key organs involved in the implementation of Shari’ah governance. The Shari’ah Governance Framework ensures the Bank’s resilience, effectiveness, efficiency and promotes general financial stability. It should incorporate the three lines of defense approach comprising the business line, the support and control functions, and internal Shari’ah audit function.
Corporate Governance Policies
Governance Documents
Major Constitutional & Compliance Documents
Board Executive Committee
Executive Committee (EXCO)
The Board of Directors delegates to the Executive Committee, the authority and limits to assist the CEO and his directs in fulfilling their oversight responsibilities. The responsibilities of the EXCO include assessing and recommending the annual review plan and strategy, reviewing the financial performance, reviewing and recommending major investment and expansion decisions, and approving any other business matters submitted to EXCO.
| Committee | Member | Position |
|---|---|---|
| Board Executive Committee | Mr. Buti Al Ghandi | Chairman, Non-Executive |
| Mr. Ahmad Julfar | Member | |
| Mr. Khalid Al Rostamani | Member | |
| Mr. Hamad Al Futtaim | Member | |
| Mr. Abdul Wahed Al Fahim | Member |
Board Credit and Investment Committee
(BCIC)
The Board of Directors has delegated to the Board Credit and Investment Committee authority and limits to approve larger credit facilities and investments above management limits, approve credit product programmes, and oversee the Bank’s approach to the most material sectorial and individual credit exposures in its portfolio.
| Committee | Member | Position | Serving Period |
|---|---|---|---|
| Board Credit and Investment Committee | Mr. Buti Al Ghandi | Chairman, Non-Executive | March 2015 |
| Mr. Abdul Wahed Al Fahim | Independent, Non-executive | March 2018 | |
| Mr. Khalid Al Rostamani | Non-executive | March 2008 | |
| Mr. Saod Obaidalla | Independent, Non-executive | March 2024 | |
| Mr. Hadi Badri | Non-executive | March 2024 |
Board Audit Committee
(BAC)
The Board Audit Committee provides oversight of the financial reporting process to ensure the quality and integrity of financial statements and financial reporting, the internal and external audit process, the Bank’s system of internal controls and compliance with laws and regulations.
| Committee | Member | Position | Serving Period |
|---|---|---|---|
| Board Audit Committee | Mr. Shaikh Maktoum Bin Hasher Al Maktoum | Chairman, Non-Executive | March 2015 |
| Mr. Abdul Wahed Al Fahim | Independent, Non-executive | March 2018 | |
| Mr. Ahmad Julfar | Independent, Non-executive | March 2018 |
Board Risk and Compliance Committee
(BRCC)
The Board Risk and Compliance Committee performs the oversight and monitoring of the Bank’s Enterprise Risk Management framework, its application and effectiveness. The BRCC provides advice to the Board specifically in relation to current and projected performance against risk appetite. In addition, BRCC oversees the management of the Bank’s compliance risk, which includes, but is not limited to, Anti-Money Laundering and Combatting the Financing of Terrorism (AML/CFT), Market Conduct and Consumer Protection.
| Committee | Member | Position | Serving Period |
|---|---|---|---|
| Board Risk and Compliance Committee | Mr. Abdul Wahed Al Fahim | Chairman, Non-Executive | March 2018 |
| Mr. Buti Al Ghandi | Independent, Non-executive | March 2015 | |
| Mr. Saod Obaidalla | Independent, Non-executive | March 2024 | |
| Mr. Ahmad Binbyat | Non-executive | March 2024 | |
| Mr. Hadi Badri | Non-executive | March 2024 |
Board Remuneration, Nomination, and Governance Committee
(BRNGC)
The Board Remuneration, Nomination and Governance Committee is responsible for overseeing the Bank’s people strategy, recommending individuals for nominations as members of the Board and its Committees along with succession plans of senior executives and Board members. This includes an assessment of the skills, knowledge and expertise needed to ensure they are positioned to discharge their responsibilities in the interests of the Bank. In addition, the committee is responsible for overseeing the Corporate Governance of the Bank to ensure it is aligned with regulatory requirements and leading practices.
| Committee | Member | Position | Serving Period |
|---|---|---|---|
| Board Remuneration, Nomination and Governance Committee | Dr. Abdalla Al Karam | Chairman, Non-Executive | March 2024 |
| Mr. Ahmad Julfar | Independent, Non-executive | March 2018 | |
| Mr. Ali Al Fardan | Non-executive | March 2011 | |
| Mr. Saod Obaidalla | Independent, Non-executive | March 2024 | |
| Ms. Moza Al Futtaim | Non-executive | March 2024 |
Board Strategy Committee
(BSC)
The Board of Directors has delegated to the Board Strategy Committee authority and limits to oversee the strategy implementation and exploring with management growth opportunities for the Bank and its businesses. The committee is also responsible for overseeing the material IT and transformation projects and overseeing the overall IT and digital strategies.
| Committee | Member | Position | Serving Period |
|---|---|---|---|
| Board Strategy Committee | Mr. Ahmad Binbyat | Chairman, Non-Executive | March 2024 |
| Mr. Shaikh Maktoum Bin Hasher Al Maktoum | Independent, Non-executive | March 2015 | |
| Mr. Ali Al Fardan | Non-executive | March 2011 | |
| Ms. Moza Al Futtaim | Non-executive | March 2024 |
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