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Corporate Governance Framework

Board of Directors

The Banque Saudi Fransi’s Board of Directors are elected by the general assembly and consist of ten (10) members. The number of Executive Members on the Board shall not exceed two (2) and at least four (4) Board members must be independent.

Without prejudice to the authorities of the General Assembly, the Board shall have the broadest powers in managing the Bank and guiding its activities to achieve its objectives. This shall include overseeing the business of the Bank, approving its strategic objectives and overseeing its implementation, and supervising senior management. Also, the board may, within its powers, authorize one or more of its members or others to perform certain acts.

Board of directors charter

Audit Committee

The committee is formed by the General Assembly and includes two independent board members and three external members. It is presided by an independent member of the Board. The members of the Audit Committee have high academic qualifications and high professional experiences, including knowledge of accounting standards and the ability to analyze financial reports, in addition to understanding the laws and regulations issued by the competent authorities.

The Audit Committee’s members assist the Bank’s Board of Directors in fulfilling its oversight responsibility relating to the following:
  • Shareholders, potential shareholders, the investment community and others relating to the financial reporting process;
  • The system of Internal Controls;
  • The audit process;
  • The Bank’s financial statements;
  • Related parties transactions and conflict of interests’ cases; and
  • The Bank’s process for monitoring compliance with applicable laws and regulations and the Code of Conduct.

Audit Committee Charter

Nominations and Remunerations Committee

The committee is formed by the board and includes four board members and one external member. It is presided by an independent board member.

Functions of the Committee include but are not limited to the following:
  • Preparing a clear policy for the remunerations of the Board members, the Board committees’ members and the Executive Management, presenting such policy to the Board in preparation for approval by the General Assembly, ensuring that such policy follows standards that are linked to performance, and disclosing and ensuring the implementation of such policy;
  • Evaluating the practices under which remunerations are disbursed for potential revenues, of which their timing or likelihood of occurrence remain uncertain;
  • Making recommendations to the Board on the level and structure of compensation of key executives of the Bank whose appointment is subject to obtaining ‘No Objection’ from SAMA;
  • Determining the bonus pool based on the risk-adjusted profit of the Bank for payment of performance bonus;
  • Review the compliance of the remunerations and compensation policy with the relevant rules and the principles and standards of the Financial Stability Board (FSB); and
  • Determine the points of strengths and weaknesses of the Board of Directors and the Board committees through performance assessments and recommend remedies that are compatible with Banque Saudi Fransi’s interests.

Nomination and Remuneration Committee Charter

Board Risk Committee

The committee is formed by the board and includes three board members and may include other members from outside the board. It is presided by an independent board member.

Major duties and responsibilities of the Board Risk Committee include but are not limited to the following:

  • Require and review development strategies and comprehensive policies for risk management that are consistent with the nature and volume of the Bank’s activities;
  • Ensure efficient operation of these policies, and regularly review and update the policies based on the Bank’s internal and external changing factors;
  • Review the adequacy of the Internal Capital Adequacy Assessment Process (ICAAP) and the Internal Liquidity Adequacy Assessment Process (ILAAP);
  • Review the adequacy of the Bank’s risk management system along with management’s assessment of the effectiveness of the systems and mechanisms used to determine and monitor the risks that threaten the Bank in order to identify areas of inadequacy therein in order to maintain the risk register;
  • Review the adequacy of the Bank’s risk intelligence levels, in terms of gathering information about risks and conducting analysis and evaluation of risks. The results should be utilised for the Bank’s competitive advantage;
  • Require establishment of bank-wide risk measurement methodologies for quantifying risks;
  • Require assessment and review of Credit Risk Management process;
  • Provide recommendations on the formulation of the Credit Policy of the Bank, particularly on credit risk related issues including; setting standards for presentation of credit proposals, financial covenants, rating standards and benchmarks; and
  • When required, provide recommendations to the Executive Committee on matters relating to delegation of credit approving powers, prudential limits on large credit exposures, standards for loan collateral, portfolio management, loan review mechanism, risk concentrations, risk monitoring and evaluation, pricing of loans and provisioning.

Board Risk Committee charter

Executive Committee

The committee is formed by the board and includes five board members. It is presided by a non-executive board member.

The Committee’s main responsibilities include but are not limited to the following:
  • Approve related party transactions as per the ‘Delegation of Authority Manual’ and the ‘Related Party Transaction Policy’;
  • Approve loans and credit facilities to Banque Saudi Fransi’s customers, as per the Bank’s ‘Delegation of Authority Manual’, in line with SAMA rules and regulations for granting loans and credit facilities;
  • Review periodic management report activities and reports on the execution and completion of the Bank’s major projects;
  • Review the annual budgets, plans and material differences in the budget (if any) before submitting them to the Board for review; and
  • Review and make recommendations to the Board with respect to Banque Saudi Fransi’s overall strategy and business plan.

Executive Committee charter

Board Strategy Committee

The committee is formed by the board and includes five board members. It is presided by a non-executive board member.

Major duties and responsibilities of the Board Strategy Committee include but are not limited to the following
  • Review and evaluate all recommendations from the Strategy Steering Committee against the strategic direction of the Board;
  • Critique said recommendations to ensure they fit with the strategic direction of the Board;
  • Provide recommendations to the Board on Strategy related matters; and
  • Monitor and suggest remedial action during the first year of implementation.

Strategy Board Committee Charter

Corporate Social Responsibility Committee:

The committee is formed by the board and includes three board members. It is presided by a non-executive board member.

The tasks of the Corporate Social Responsibility Committee include but are not limited to the following:
  • Review, evaluate and oversee Banque Saudi Fransi’s bank-wide charitable giving strategy and funding guidelines;
  • Review requests for funding from eligible community and charitable organisations;
  • Establish and review social contribution policies and programmes;
  • Oversee and ensure proper implementation of social contribution compliance systems; and
  • Review annual budgets with respect to social contribution programmes.

Corporate Social Responsibility Committee Charter

Shariah Committee

BSF Shaira Committee supervises the compliance with Sharia rules & principles and its application in the Bank. Its role & responsibilities and working procedures are specified in the Sharia Committee Charter.

Board Nomination, Membership, Assessment and Succession Policy

The purpose of this policy is to set out the bank guidelines to the basic policies, standards, and procedures on the selection, appointment, assessment and succession of Board members, members of the Board Committees.

Board Nomination, Membership, Assessment and Succession Policy

Remuneration and Compensation Policy for Board, Board Committees and Senior Executives

The purpose of this policy is to set out BSF policy on the remuneration and compensation of Board, Board Committees’ members and the executive management to ensure that they are rewarded fairly, in-line with the Bank's objectives and in accordance with the relevant laws & regulations.

Remuneration and Compensation Policy for Board, Board Committees and Senior Executives

Corporate Social Responsibility Policy

The purpose of this document is to set out Banque Saudi Fransi’s Policy on Corporate Social Responsibility recognizing its position at the heart of the economic system and a significant contributor to society overall. It supports BSF’s commitment to act in a manner that supports social goals and adapt to changes, developments and challenges faced by the business as a participant in society generally.

CSR policy

BSF Corporate Governance Manual

The purpose of Corporate Governance Manual is to set out Banque Saudi Fransi’s Governance framework of policies, procedures, systems and controls by which the relationship between the Board, Executive Directors, shareholders and stakeholders are clearly regulated and their interests are protected.

BSF Corporate Governance Manual

Code of Conduct Policy for Board and Board Committees’ Members

The Code of Conduct Policy for Board and Board Committees’ Members policy set out key ethical principles and policies that Board of Directors and its Committees are expected to adhere to in relation to their activities with BSF.

Code of Conduct Policy for Board and Board Committees’ Members

Conflict of Interest Policy

BSF and its Board recognizes the importance of the proper management and oversight of actual and potential conflicts between the personal interest of the Board, Board Committee members and BSF employees and the interests of BSF and its customers. For this purposes, the Board as approved the Conflict of Interest Policy to set out BSF’s key ethical principles and policies that the members of the Board of Directors, its committees, and BSF employees should to adhere to in relation to the avoidance of conflicts of interest with respect to their duties and activities.

Conflict of Interest Policy

Standards for Competing Business

This document specifies the Standards for Determining Competing Business with Banque Saudi Fransi.

Standards for Determining Competing Business with Banque Saudi Fransi

Transparency and Disclosure Policy

The purpose of the Transparency and Disclosure Policy is to set out the basic guiding principles, regulatory requirements, and leading practices for the Bank when disclosing data and the Bank's results in the public domain. It intends to ensure that all communications made to the public are timely, complete, accurate and in-line with applicable laws and regulations.

Transparency and Disclosure Policy

Shareholders Rights Policy

The purpose of this Shareholders Rights Policy is to set out Banque Saudi Fransi’s key principles and policies in relation to the protection and furtherance of all legitimate rights of BSF’s shareholders.

Shareholders Rights Policy

Delegation of Authority Manual & Matrix

The Board of Directors of Banque Saudi Fransi has, through this Delegation of Authority Manual and Matrix, delegated the authority limits to the different authorities including Board Committees, the Executive Management, Management Committees and personnel / holders of positions at different levels within the Bank.
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