Naseej views corporate governance as a prerequisite to complying with appropriate legal and regulatory requirements, protecting the rights and interests of all stakeholders, enhancing shareholder value, and achieving organisational efﬁciency.
Governance structure and organisation chart
The adoption and implementation of corporate governance is the direct responsibility of the Board of Directors. As resolved in its ﬁrst meeting on 21 June 2009, the Board is committed to upholding the highest standards of excellence in corporate governance. Despite not being a listed company, Naseej aspires to comply with the regulations of the Corporate Governance Code of the Kingdom of Bahrain, issued by the Ministry of Industry and Commerce in March 2010, in anticipation of a planned future listing on the Bahrain Bourse and subsequent IPO.
Naseej has a total of 22 shareholders. Those owning more than a 5% shareholding are: Ithmaar Bank (18.70%), BBK (15.15%), Ithmaar Development Company (11.99%), Social Insurance Organisation (10.91%), Ibdar Bank (7.61%), Al Fateh Investment (6.06%).
Board of Directors
The Board of Directors of Naseej is accountable to the shareholders for the creation and delivery of strong sustainable ﬁnancial performance and long-term shareholder value. The Board has oversight responsibility for strategic planning, risk management and internal controls, as well as for ensuring transparency and full disclosure, and acting in a Sharia-principled manner.
The Chairman is responsible for leading the Board, ensuring its effectiveness, monitoring the performance of the Executive Management, and maintaining a dialogue with the Company’s shareholders.
As per the Articles of Association, Naseej will have a minimum of ﬁve and a maximum of ten directors, who are elected by the shareholders at the Annual General Meeting for a tenure of three years renewable.
The Board has delegated certain responsibilities to Board Committees without abdicating its responsibility. This is to ensure sound decision-making and facilitate the conduct of business without unnecessary impediment. Each Committee has a speciﬁc charter covering matters such as the purpose, composition and function of the committee. The Board has appointed the following ﬁve committees to assist it in carrying out its responsibilities:
Projects and Investment Committee
The responsibility of this committee is to ensure that shareholders’ assets are invested appropriately within the risk appetite determined by the Board and the Risk Committee.
Mohammed Khalil Alsayed, Chairman
Abdulhakeem Al Mutawa
The responsibility of this committee is to maintain and monitor an audit-based approach to all ﬁnancial control and ﬁnancial management activities of the Company.
Bashar Al Mutawa, Chairman
Abdulellah Al Qassimi
The responsibility of this committee is to establish, maintain and monitor a risk-based approach to all business activities and management of the Company.
Jameel Al Matrook
Dr Khalid Abdulla
Remuneration, Nomination and Corporate Governance Committee
The responsibility of this committee is to establish and monitor the Company’s human resources, nomination and remuneration policies for Directors, management and staff; and to periodically monitor the Company’s corporate governance policy to ensure compliance with the Corporate Governance Code of the Kingdom of Bahrain.
Abdulkarim Bucheery, Chairman
Mohammed Khalil Alsayed
Saqer Shaheen Saqer
From time to time the Board establishes special purpose committees
to review certain activities of the Company.
The Board delegates authority for the day-to-day management of the business to the Managing Director, who is supported by a qualiﬁed and experienced senior management team. Proﬁles of the Executive Management are listed in the front section of this annual report.
Naseej conducts all communications with its stakeholders in a professional, honest, transparent and timely manner. Main communication channels include an AGM, annual report, website, corporate brochure, and regular announcements in the appropriate local media. To ensure the disclosure of relevant information to all shareholders on a timely basis, the Company maintains a website, on which it posts important information, including its ﬁnancial results.
Naseej has developed a risk management framework that provides controls and ongoing management of the major risks inherent in the Company’s business activities. The Board of Directors has the ultimate authority for setting the overall risk appetite, risk tolerance, parameters and limits, within which the Company operates. The Board Risk Committee is responsible for establishing, maintaining and monitoring a risk-based approach to all business activities and the management of the Company
Main Risk Exposure
The main risks to which Naseej is exposed are: credit risk; market risk, including currency and proﬁt rate risk; and liquidity risk. Information concerning the Company’s exposure to each of these risks, and how it measures and manages such risks, is contained in the Financial Statements
The Board’s policy is to maintain a strong capital base in order to maintain investor, creditor and market conﬁdence, and to sustain the future development of the Company. The Board seeks to maintain a balance between the higher returns and growth that might be possible with higher levels of borrowings, and the advantages and security offered by a sound capital position.
Internal Audit provides an additional line of defence in risk management and internal controls. The role of internal audit is to provide independent and objective assurance that the process for identifying, evaluating and managing signiﬁcant risks faced by the Company is appropriately and effectively applied.
Internal Audit reports on a quarterly basis to the Board through the Audit Committee; reports the results of periodic audits to the Audit Committee; reports issues emerging from each audit to Management and obtains their commitment to take appropriate remedial action; and continually reviews the effectiveness of the Company’s risk proﬁle. Naseej currently outsources the internal audit function.