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General framework for governance
General framework for governance
Housing & Development Bank attach greater significance to all its businesses to the good governance practices and applies the highest standards of professional performance according to its strategy, permanent vision, and the sound methodology-based goals.
Our Bank seeks for the permanent upgrading of the governance system in accordance with the bulk of its businesses and policies and its risk capacity in agreement with the Central Bank of Egypt & Banking Sector Law No. 194/2020, Banking Governance instructions of the Central Bank of Egypt (August 2011) and The Internal Control Regulations (2014).
Governance
It is a set of relationships between the Bank management, its Board, shareholders, and other stakeholders including clear determination of their respective authorities and liabilities.
It addresses the method to be followed by the Board and top management of the Bank for directing its daily businesses which may have impacts upon the following:
- Development of the strategies and determination of the targets.
- Determination of the level of the risks which may be acceptable to the Bank.
- Performance of its daily businesses and activities.
- Matching the liability for the shareholders, protection of the depositors' interests with the other stakeholders' counterpart.
- Ensuring the safe and sound performance of the Bank activity in accordance with the valid rules and regulations.
- Following active disclosure and transparency policies.
The banking governance is relevant to the development of policies for the amelioration of the management feedbacks which give access to the proper application of the control rules and laws and increase the Bank financial performance in the form of the sound organizational framework of its businesses and policies for ensuring the accurate determination of the responsibilities, control and performance assessment and qualified staff for this strategic role.
Being one of the optimum methods for improving the performance in the facilities, applying the good governance standards shall be conducive to the regular growth of all its businesses.
Board of Directors :-
The Board of Directors is the governing body in the Bank which assumes the development of its strategic goals, risk strategy, governance strategy, approval of the code of conduct of the staff and top management which is the "steering wheel” during their performance of the daily tasks, application of these goals and standards, control of the top management in the Bank without prejudice to the interests of the stakeholders. It ratifies the standards and values which reflect its policies to be adopted by all the Bank staff and Board members. It assumes all the responsibilities of the Bank businesses and its financial soundness, without prejudice to the requirements of the regulators and ensures the vitality of the internal control and risk management systems for maintaining the Bank reputation The Board of Directors of our Bank includes the Chairman, Chief Executive Officer, non-executive members who have a wide range of skills, capacities, and experiences which reflect on their independent feedbacks during the Board discussions particularly in the decision-making process. They have a full understanding of the tasks of the Board and the committees in which they are members. The membership term of the non-executive member is not more than two successive terms and with a maximum of six years.
Board Member :-
The board of directors of our bank is composed of the chairman of the board of directors and the executive member and non-executive members with a range of skills and abilities and experiences that qualify them to express their opinion in the council’s discussions independently They are fully reflected in decision-making, and they have a full understanding of the tasks The Board of Directors and the committees in which they participate, and the term of membership of the member does not exceed Non-executive for two consecutive terms and for a maximum period of six years
Board Committees :-
Auditing Committee:
It constitutes three of the Board non-executive members; the chairman of the committee is a non-executive member. The Director of “Internal Auditing" who is responsible for the compliance in the Bank is invited by the Committee along with whoever may be invited, whether other Board members or executive Directors who have no voting rights therein.
One of the most significant functions of the Auditing Committee is monitoring the work of the Internal Auditing Department in the Bank, and most particularly the soundness of the internal control systems. The Director of the Internal Auditing in the Bank reports directly to the Auditing Committee and the Board of Directors.
It has a vital and significant role in terms of the relationship and coordination with the external auditors, the direct communication between the external auditors and the committee.
Proposal of the appointment of the auditors, determination of their fees, considering the issues of their resignation or dismissal without prejudice to the provisions of the law and the Law of the Central Audit Agency.
Consideration of the feedback of the Central Bank of Egypt in the inspection reports and the financial statements of the Bank and reporting the same along with the Committee recommendations to the Board of Directors.
Risk Committee:
Most of the committee members are non-executive Board members. The number of its members is not less than three members. The chairman of the committee is a non-executive member. The The Director of the Risk Department may be invited to attend the Committee meeting with no voting rights.
The Committee monitors the functions of the Risk Department in the Bank. The top management of the Bank develops the structure and functions of the Risk Department outlines its tasks which shall be presented to the Risk Committee and approved by the Board of Directors.
It monitors the extent of compliance with the strategies and policies of the Bank's risk management submits its proposals including the strategies of the capital, liquidity management, credit and market risks, operational risks, compliance and reputation risks, information systems, and data protection risks, and any other risks which the Bank may be exposed to, through the reports of the Risk Department. The Committee submits periodical reports to the Board of Directors which may approve, or modify them prior to their approval.
It assists the Board of Directors in determining and assessing the likely level of risks which may be accepted by the Bank, beyond which the Bank shall be accountable.
Compensations & Remunerations Committee:
It constitutes three of the non-executive Board members; the chairman of the Committee shall be independent. The HR Director and other Board members and executive Directors may be invited to attend the Committee meeting with no voting rights.
The Committee shall prepare relevant clear policies to be periodically reviewed and reassessed in compliance with the level of the Bank risks including the bases thereof.
Governance & Nominations Committee:
The committee constitutes three of the non-executive Board members. Its chairman is a non-executive member. It oversees the the extent of the effectiveness of the relevant rules of the ethical considerations in our daily governance practices. It proposes any proper changes to the governance policies which are approved by the Board of Directors. It determines the applicable principles of governance and recommends to the Board of Directors for the approval thereof. It develops the proper standards for the assessment of the Board performance and the contribution of its members and assesses the performance of the executive Directors in the Bank monitors any periodical reviews for assessing the effectiveness of applying the governance system proposes any necessary modifications in the approved acting system for matching with any new changes according to the governance instructions of the Central Bank of Egypt.
Internal Control:
Through the internal control process, all the Bank activities and businesses are regularly controlled and reviewed through the Board of Directors, top management, all committees, and the staff which are an integral part of the internal control system in the Bank.
The Board of Directors and top management in the Bank are responsible for the preparation and dissemination of the necessary standards for the effectiveness of the internal control concept and establishing the control environment on the different management levels in the Bank through which all the Bank staff are fully aware of the nature and responsibility of each level in the light of the approved policy in the Bank. All the Bank policies including the code of conduct shall reflect the ethical values of our Bank for combating any violations which may cause material and moral losses for the Bank.
Disclosure & Transparency:
Our bank develops a mechanism for disclosure and transparency which enhances the efficiency and survivability of its businesses for applying the standards of disclosure and transparency in accordance with the rules of the regulators, requirements of the professional standards of the banking governance (2011). The Bank, on a timely basis, discloses any significant financial or non-financial data of its businesses according to its complex nature and the acceptable risks by the virtue of which the stakeholders may take the decisions in an independent manner according to the above referenced disclosed data.
The Bank provides significant information regarding its activities and businesses to the Central Bank, shareholders, depositors, other banks, and the customers in general which the bank shall disclose on a periodical basis to the public in an the accurate comprehensive and adequate manner for taking the proper decisions through the annual reports, the Bank website and the reports for the regulators.
The Bank issues its annual report and publicizes it to the Central Bank and shareholders. It shall include a detailed presentation of the Bank's businesses during the last fiscal year and all the critical elements therein.
Housing & Development Bank attach greater significance to all its businesses to the good governance practices and applies the highest standards of professional performance according to its strategy, permanent vision, and the sound methodology-based goals.
Our Bank seeks for the permanent upgrading of the governance system in accordance with the bulk of its businesses and policies and its risk capacity in agreement with the Central Bank of Egypt & Banking Sector Law No. 194/2020, Banking Governance instructions of the Central Bank of Egypt (August 2011) and The Internal Control Regulations (2014).
It is a set of relationships between the Bank management, its Board, shareholders, and other stakeholders including clear determination of their respective authorities and liabilities.
It addresses the method to be followed by the Board and top management of the Bank for directing its daily businesses which may have impacts upon the following:
- Development of the strategies and determination of the targets.
- Determination of the level of the risks which may be acceptable to the Bank.
- Performance of its daily businesses and activities.
- Matching the liability for the shareholders, protection of the depositors' interests with the other stakeholders' counterpart.
- Ensuring the safe and sound performance of the Bank activity in accordance with the valid rules and regulations.
- Following active disclosure and transparency policies.
The banking governance is relevant to the development of policies for the amelioration of the management feedbacks which give access to the proper application of the control rules and laws and increase the Bank financial performance in the form of the sound organizational framework of its businesses and policies for ensuring the accurate determination of the responsibilities, control and performance assessment and qualified staff for this strategic role.
Being one of the optimum methods for improving the performance in the facilities, applying the good governance standards shall be conducive to the regular growth of all its businesses.
The Board of Directors is the governing body in the Bank which assumes the development of its strategic goals, risk strategy, governance strategy, approval of the code of conduct of the staff and top management which is the "steering wheel” during their performance of the daily tasks, application of these goals and standards, control of the top management in the Bank without prejudice to the interests of the stakeholders. It ratifies the standards and values which reflect its policies to be adopted by all the Bank staff and Board members. It assumes all the responsibilities of the Bank businesses and its financial soundness, without prejudice to the requirements of the regulators and ensures the vitality of the internal control and risk management systems for maintaining the Bank reputation The Board of Directors of our Bank includes the Chairman, Chief Executive Officer, non-executive members who have a wide range of skills, capacities, and experiences which reflect on their independent feedbacks during the Board discussions particularly in the decision-making process. They have a full understanding of the tasks of the Board and the committees in which they are members. The membership term of the non-executive member is not more than two successive terms and with a maximum of six years.
The board of directors of our bank is composed of the chairman of the board of directors and the executive member and non-executive members with a range of skills and abilities and experiences that qualify them to express their opinion in the council’s discussions independently They are fully reflected in decision-making, and they have a full understanding of the tasks The Board of Directors and the committees in which they participate, and the term of membership of the member does not exceed Non-executive for two consecutive terms and for a maximum period of six years
Auditing Committee:
It constitutes three of the Board non-executive members; the chairman of the committee is a non-executive member. The Director of “Internal Auditing" who is responsible for the compliance in the Bank is invited by the Committee along with whoever may be invited, whether other Board members or executive Directors who have no voting rights therein.
One of the most significant functions of the Auditing Committee is monitoring the work of the Internal Auditing Department in the Bank, and most particularly the soundness of the internal control systems. The Director of the Internal Auditing in the Bank reports directly to the Auditing Committee and the Board of Directors.
It has a vital and significant role in terms of the relationship and coordination with the external auditors, the direct communication between the external auditors and the committee.
Proposal of the appointment of the auditors, determination of their fees, considering the issues of their resignation or dismissal without prejudice to the provisions of the law and the Law of the Central Audit Agency.
Consideration of the feedback of the Central Bank of Egypt in the inspection reports and the financial statements of the Bank and reporting the same along with the Committee recommendations to the Board of Directors.
Risk Committee:
Most of the committee members are non-executive Board members. The number of its members is not less than three members. The chairman of the committee is a non-executive member. The The Director of the Risk Department may be invited to attend the Committee meeting with no voting rights.
The Committee monitors the functions of the Risk Department in the Bank. The top management of the Bank develops the structure and functions of the Risk Department outlines its tasks which shall be presented to the Risk Committee and approved by the Board of Directors.
It monitors the extent of compliance with the strategies and policies of the Bank's risk management submits its proposals including the strategies of the capital, liquidity management, credit and market risks, operational risks, compliance and reputation risks, information systems, and data protection risks, and any other risks which the Bank may be exposed to, through the reports of the Risk Department. The Committee submits periodical reports to the Board of Directors which may approve, or modify them prior to their approval.
It assists the Board of Directors in determining and assessing the likely level of risks which may be accepted by the Bank, beyond which the Bank shall be accountable.
Compensations & Remunerations Committee:
It constitutes three of the non-executive Board members; the chairman of the Committee shall be independent. The HR Director and other Board members and executive Directors may be invited to attend the Committee meeting with no voting rights.
The Committee shall prepare relevant clear policies to be periodically reviewed and reassessed in compliance with the level of the Bank risks including the bases thereof.
Governance & Nominations Committee:
The committee constitutes three of the non-executive Board members. Its chairman is a non-executive member. It oversees the the extent of the effectiveness of the relevant rules of the ethical considerations in our daily governance practices. It proposes any proper changes to the governance policies which are approved by the Board of Directors. It determines the applicable principles of governance and recommends to the Board of Directors for the approval thereof. It develops the proper standards for the assessment of the Board performance and the contribution of its members and assesses the performance of the executive Directors in the Bank monitors any periodical reviews for assessing the effectiveness of applying the governance system proposes any necessary modifications in the approved acting system for matching with any new changes according to the governance instructions of the Central Bank of Egypt.
Internal Control:
Through the internal control process, all the Bank activities and businesses are regularly controlled and reviewed through the Board of Directors, top management, all committees, and the staff which are an integral part of the internal control system in the Bank.
The Board of Directors and top management in the Bank are responsible for the preparation and dissemination of the necessary standards for the effectiveness of the internal control concept and establishing the control environment on the different management levels in the Bank through which all the Bank staff are fully aware of the nature and responsibility of each level in the light of the approved policy in the Bank. All the Bank policies including the code of conduct shall reflect the ethical values of our Bank for combating any violations which may cause material and moral losses for the Bank.
Disclosure & Transparency:
Our bank develops a mechanism for disclosure and transparency which enhances the efficiency and survivability of its businesses for applying the standards of disclosure and transparency in accordance with the rules of the regulators, requirements of the professional standards of the banking governance (2011). The Bank, on a timely basis, discloses any significant financial or non-financial data of its businesses according to its complex nature and the acceptable risks by the virtue of which the stakeholders may take the decisions in an independent manner according to the above referenced disclosed data.
The Bank provides significant information regarding its activities and businesses to the Central Bank, shareholders, depositors, other banks, and the customers in general which the bank shall disclose on a periodical basis to the public in an the accurate comprehensive and adequate manner for taking the proper decisions through the annual reports, the Bank website and the reports for the regulators.
The Bank issues its annual report and publicizes it to the Central Bank and shareholders. It shall include a detailed presentation of the Bank's businesses during the last fiscal year and all the critical elements therein.
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