Corporate Governance Guide

Governance is one of the central requirements of effective management, and the guide exists to give the board and executive management the right incentives to reach objectives that serve the bank, to make monitoring effective, and so to help the bank use its resources well — supporting confidence in the bank as an investment vehicle for depositors' and shareholders' funds.

It is built on the instructions of the Securities and Financial Markets Authority and the Credit and Monetary Council; the Basel Committee's Enhancing Corporate Governance for Banking Organisations (February 2006); the IFSB's guiding principles on risk management for institutions offering only Islamic financial services (December 2005); and the OECD's principles of corporate governance (2004) and its guidelines on the governance of state-owned enterprises (2005).

• Article 1 — general principles: the guide applies to the bank and its subsidiaries; a current copy is published on the website and made available on request; and the annual report discloses how far management has complied with each of its clauses, the reasons for any clause not applied, and the alternative steps taken.
• Article 2 — definitions: governance and risk management; related parties; executive management; significant interest, control and material influence; subsidiary, associate and sister companies; executive, non-executive and independent members, with the seven minimum tests of independence; strategic plan and business plans; compliance monitoring; conflict of interest; the code of ethics; and material events.
• Article 3 — general provisions: responsibility for managing the bank rests with board members individually and jointly; forming committees or outsourcing board work does not discharge that responsibility; each member represents all shareholders; the board must protect the bank from unlawful or improper acts by controlling shareholders; and members must abstain where a conflict of interest prevents them from protecting the bank's interest.

The guide then runs to five chapters: the board of directors; the board's committees; the control environment; disclosure and transparency; and relations with shareholders and stakeholders — with an annex listing the Syrian legislation within its scope.

The full Arabic text of the articles and definitions is published on the Arabic version of this page. The complete guide, including all five chapters and the annex, is in the original below.