NBF Corporate Governance Report
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CORPORATE GOVERNANCE REPORT Our Network HEAD OFFICE Hamad Bin Abdullah Street, PO Box 887, Fujairah. Tel: 600 565551 Fax: +971 9 222 4516 FUJAIRAH DUBAI ABU DHABI SHARJAH Fujairah Branch Bur Dubai Branch Abu Dhabi Branch Sharjah Branch, Sparco Hamad Bin Abdullah Street Al Fujairah Building Al Ferdous Tower, Al Salam Building, Sharjah College PO Box 887, Fujairah Khalid Bin Waleed Street Street, PO Box 786, Abu Dhabi Industrial Area Tel: 600 565551 PO Box 2979, Dubai Tel: 600 565551 PO Box 1416, Sharjah Fax: +971 9 222 9470 Tel: 600 565551 Fax: +971 2 672 8362 / 676 8503 Tel: 600 565551 Fax: +971 4 397 9100 Fax: +971 6 525 5887 Dibba Branch Mussafah Branch Sheikh Mohammed Bin Abu Hail Branch Rashid Al Mazroui Building NBF Subsidiaries Hamad Street Al Zarouni Building Bank Street, Mussafah PO Box 11700, Fujairah Opposite Abu Hail Centre Industrial Area NBF Capital Ltd. Tel: 600 565551 Abu Hail Main Road PO Box 786, Abu Dhabi (Regulated by the DFSA) Fax: +971 9 244 3785 PO Box 125841, Dubai Tel: 600 565551 3rd Floor, Office No.303 Tel: 600 565551 Fax: +971 2 555 1215 Precinct Building 4, DIFC Fujairah City Centre Branch Fax: +971 4 221 6831 PO Box 128217, Dubai G012A, Fujairah City Centre Al Reef Branch Tel: +971 4 507 8517 PO Box 887, Fujairah Jebel Ali Branch Electronic Service Tel: +971 9 202 9010 NBF Building, Next to Etisalat Banking Unit (EBSU) NBF Financial Services FZC Fax: +971 9 223 7550 Jebel Ali, PO Box 17676, Dubai PO Box 131885 Fujairah Free Zone Tel: 600 565551 Tel: +971 2 612 5791 PO Box 5230, Fujairah Masafi Branch Fax: +971 4 881 0939 Tel: +971 9 202 9231 NBF Building, Masafi NBF Corporate Fax: +971 9 228 2979 PO Box 11208, Fujairah Al Quoz Branch Banking Office Tel: 600 565551 Shop #14, The Curve Building Al Badie Building, Capital NBF Markets, (Cayman) Fax: +971 9 256 3339 Next to Audi Showroom District, Near ADNEC Area Limited, 4th Floor, Harbour Sheikh Zayed Road, Al Quoz PO Box 786, Abu Dhabi Place, 103 South Church Qidfah Branch PO Box 126565, Dubai Tel: +971 2 612 5320 Street, PO Box 10240 NBF Building, Qidfah Tel: 600 565551 Fax: +971 2 445 9929 Grand Cayman KY1-1002 PO Box 12002, Fujairah Fax: +971 4 328 5494 Cayman Islands Tel: 600 565551 Al Ain Fax +971 9 236 0494 Al Ras Branch Al Ain Branch, Sheikh Falah Deira Waterfront, Development Bin Zayed, Al Nahyan Building Tawian Branch Car Park Building #1 Near Clock Intersection NBF Building, Dibba Road Al Dhagaya Street, Al Ras, Deira Opposite GPO, Main Road PO Box 30098, Fujairah Tel: 600 565551 PO Box 88108, Al Ain Tel: 600 565551 Fax: +971 4 226 3740 Tel: 600 565551 Fax: +971 7 258 4355 Fax: +971 3 764 8156 NBF Diamond Office Fujairah Free Zone Branch Almas Tower Jumeirah Lake Towers, PO Box 340550, Dubai NBF Building, Fujairah Fujairah Khorfakkan Road Tel: +971 4 507 8362 Sharjah PO Box 887, Fujairah Fax: +971 4 397 7515 Tel: 600 565551 Fax: +971 9 224 1047 Dubai Fujairah Court Branch Sheikh Khalifa Bin Zayed Road Tel: 600 565551 Abu Dhabi 2 Who We Are NBF has a proud 36-year history of providing outstanding service to our customers and generating value for wider society. Our Vision The financial partner for business, focused on your personal and professional needs. Our Mission › To provide our customers with exceptional financial services › To develop a strong sense of partnership through service and innovation › To offer a stimulating working environment where individuals can tap their potential to achieve new heights › To operate to the highest standard of professionalism, while contributing to the growth and advancement of the communities in which we work Our Values PASSION AND COMMITMENT P Be ready to go the extra mile for the bank and for each other RESPECT R Have mutual trust and understanding, appreciate and seek the views of others INTEGRITY I Be honest and transparent DEDICATION TO TEAM WORK D Work toward shared, common goals. Build effective teams across organisational boundaries EXCELLENCE IN SERVICE E Make delivering an exceptional customer service at the heart of everything we do 3 Upholding highest ethical governance standards and investor relations continue to be the utmost priority for NBF. 4 Introduction NBF ('The Bank') is committed to upholding the highest ethical and corporate governance standards. Our approach to corporate governance reinforces our business model and is crucial to maintaining the trust of our customers and society has in us. The Board of Directors’ primary responsibility is to provide effective governance over the bank’s affairs for the benefit of shareholders, and to balance the interests of diverse stakeholders, including investors, customers, employees, suppliers, regulators, government and local communities. Our corporate governance strategy ensures the highest levels of transparency and accountability. Who We Are NBF is a regional financial services provider with a focus on the United Arab Emirates. We provide a wide range of services, each of which complies with regulatory requirements. Our shares are listed on the Abu Dhabi Securities Exchange (ADX) and our principal regulators are the Central Bank of the United Arab Emirates and Securities and Commodities Authority (SCA). NBF subsidiaries, namely NBF Financial Services FZC, NBF Capital Limited and NBF Markets (Cayman) Limited, along with NBF Belgium’s representative office, are supervised by regulators in those regions. Overall Structure of Governance We continuously review our corporate governance practices in light of changes to our strategy or changes within the external business environment. Our Formal Disclosure Policy is well established and certain disclosures are included as notes within the Annual Consolidated Financial Statements. Further information on our governance and risk management framework can be referred to as follows: Note 2: Details of our compliance with all applicable laws and regulations Note 4: Accounting policies Note 5: Financial Risk Management practices The corporate and governance documents accessible through our website are: The Memorandum of Association and Articles of Association The Corporate Governance Framework of the Board of Directors The Code of Conduct and Whistle Blowing Policy The Shari’a Governance Framework (SGF) Enhanced disclosures relating to investor relations and corporate governance 5 Organisation Our governance structure is robust. At executive level, the Management Committee and Management Risk Committee oversee and provide strategic direction to various other committees in the Bank. They also make recommendations to the Board. NATIONAL BANK OF FUJAIRAH NBF Financial Shareholders Services FZC NBF Markets (Cayman) Limited Board Of Directors NBF Capital Limited BOARD INTERNAL AUDIT CHIEF EXECUTIVE OFFICER COMMITTEES MANAGEMENT MANAGEMENT DEPARTMENTS GRIEVANCE AND Board Audit COMMITTEE RISK COMMITTEE DISCIPLINARY COMMITTEE Committee Nomination and Corporate & Customer Service Remuneration Committee Compliance Committee Institutional Banking Quality Committee Human Resources Central Credit Retail Banking Board Risk Committee Committee Committee Sustainability Steering Treasury Investment Committee Committee Data Governance Operational Risk Finance Committee Committee Operations and IT Steering Asset & Liability Technology Committee Committee Risk Business Review Product Management Committee Committee Human Shari'a Governance Resources Committee Strategic Marketing and Communications Customer Experience & Platform Development Legal Credit Investment Functional Reporting Management Administrative Reporting 6 Islamic Banking Governance We have established a Shari’a Governance Framework, a Shari’a Supervisory Board and a Shari’a audit process to ensure our Shari’a governance practices are world class. We maintain independent records and accounts for NBF Islamic. NBF Islamic – Shari’a Governance Structure BOARD OF INTERNAL SHARI’A DIRECTORS SUPERVISION COMMITTEE BOARD RISK COMMITTEE CHIEF EXECUTIVE OFFICER MANAGEMENT MANAGEMENT COMMITTEE RISK COMMITTEE SHARI’A GOVERNANCE COMMITTEE (SGC) Shari’a – Compliance Reporting Risk Reporting Business Performance Reporting 7 In the name of Allah, The Most Merciful, The All Beneficent NBF Islamic, the Islamic Banking Window of National Bank of Fujairah PJSC (the Bank) INTERNAL SHARI’A SUPERVISION COMMITTEE REPORT For the Year Ended 31 December 2018 The Internal Shari’a Supervision Committee has approved and supervised contracts and transactions, in accordance with the principles of Islamic Shari’a, entered into by the Bank for the year ended 31 December 2018. The Internal Shari’a Supervision Committee has performed its independent supervision to enable it to express an opinion on the bank’s compliance with the provisions and principles of Islamic Shari’a, as well as with fatwas, resolutions and specific guidelines that were issued by it from time to time. The management of the Bank is responsible for compliance with laws and principles of Islamic Shari’a in all Islamic banking transactions. The Internal Shari’a Supervision Committee’s responsibility is limited to expressing an independent opinion based on its monitoring of the bank’s operations. The Internal Shari’a Supervision Committee’s annual audit and monitoring included inspecting documentation and procedures of the Islamic Banking Service undertaken by the Bank on the basis of sample testing of all types of transactions. The Internal Shari’a Supervision Committee planned to execute the audit and monitoring procedures to obtain all information and explanations deemed necessary to review sufficient evidence that