Stringent corporate governance principles are part and parcel of CIB’s identity. As Egypt’s leading private sector bank, CIB is committed to aligning its corporate governance practices with high international standards to uphold a value-driven approach for stakeholders. Its corporate governance structure anchored by a team of highly professional executive board directors and a distinguished group of independent non-executive directors along with an experienced management team.
CIB’s governance framework ensures that timely, transparent, and accurate disclosures are made available concerning material information regarding the Bank’s ownership, operations, and financial performance. The fundamental basis for this is provided by the regulations set out by the Central Bank of Egypt and the Egyptian Exchange, along with a comprehensive set of internal policies and procedures relevant to the scope, size, and complexity of CIB’s business:
CIB’s Board of Directors (BoD) provides the Bank with the necessary oversight and guidance to manage the Bank with integrity and efficiency. The BoD is concerned with CIB’s long-term financial and non-financial success and seeks the best interests of all related stakeholders. Working closely with management, the BoD ensures that the management executes the strategy set by its members and fully implements the decisions that are of fundamental importance to the sustainable and effective running of the Bank.
It is also responsible for ensuring the effectiveness of the Bank’s internal control systems, managing risk, and securing CIB’s long-term sustainability. Moreover, the BoD is responsible for setting compensation and performance goals and managing the director nomination, evaluation, and succession planning, and oversees CIB’s economic, social, and environmental sustainability initiatives.
In line with international best practices, CIB’s BoD enjoys an optimal mix of skills, experience, and diversity in terms of gender and nationality. CIB’s commitment to the implementation of global best practice in this area of corporate governance is illustrated by the presence of a Lead Director of non-executive Board members on the BoD. To carry out its duties effectively, the BoD is supported by individual committees, each with their own individual charters and mandates, as well as internal and external auditors and other internal control departments (Risk, Compliance, Internal Audit, and Legal). Work carried out by these functions is fully utilized by the BoD to ensure the Bank adheres to international standards of corporate governance.
CIB seeks to preserve the rights of shareholders and provide them with avenues to make informed, responsible decisions. It works actively to ensure they receive the right to accurate and timely information, the right to vote on key matters, and all other rights mandated by law. CIB’s Annual General Meeting of Shareholders is held in March each year, no later than three months after the end of the Bank’s financial year. Additional Extraordinary General Shareholder meetings may be convened at any time by the BoD. The General Assembly provides a platform for shareholders to engage with the Board of Directors and exercise their voting rights, as shareholder consent is required for key decisions, such as:
Upon approval by the General Assembly, the Board of Directors’ Audit Committee is authorized by the BoD to recommend the appointment or termination of an external auditor. The Committee assesses the auditor’s performance and works to ensure the utmost integrity of CIB’s financial statements and their full reflection of the Bank’s performance and financial position. In compliance with regulations laid down by the Central Bank of Egypt, and in the interest of impartiality, independence, and diversification, the external auditor appointed by the BoD is reassigned every five years.
CIB retains the services of an external auditor to provide the effective, accurate and independent oversight of its financial statements. The external auditor ensures the Bank is compliant with all applicable laws and regulations, provides credibility of its operations, and safeguards the accuracy of its internal audit practices. The Board Audit Committee recommends the appointment and/or termination of the external auditor, which is approved at the General Assembly Meeting of Shareholders. Moreover, the Board Audit Committee evaluates the performance of the external auditor and endorses prepared financial statements to ensure they accurately reflect the Bank’s performance. In line with CBE regulations, external auditors are reappointed every five years to ensure objectivity and exposure to new practices.