Corporate Governance Policy

Corporate Governance Policy

Corporate Governance is the process that directs how organizations run their business operations. Asia Al-Iraq Islamic bank is committed to achieve the highest standards of corporate governance through the strict application of its policies to ensure that business is conducted in a manner of transparency and fairness whilst remaining fully Sharia compliant.

Board Of Directors

The Board of Directors (the Board) are accountable for the overall strategy, financial performance and policy formulation for the Bank, ensuring that a clear set of guiding principles that underpin the banks strategic objectives and financial plans are provided to management to run the bank.

The Board shall also develop and adopt internal regulations for the management of the bank, its business and personnel affairs. The Board shall perform its functions consistent with all applicable banking laws and regulations of the Iraqi Republic and all international regulations it is required to observe.

Within the bank, the role of the Chairman of the Board of Directors (the Board) is to run the Board, whilst the role of the Chief Executive Officer (CEO) is to run the Asia Al-Iraq Islamic bank business. The Board is responsible for overseeing the activities of the CEO and his senior management team in achieving the strategic objectives of the bank for the benefit of its shareholders and other key stakeholders.

The Board ensures that the highest levels of corporate governance is achieved through the following board sub committees:

​

Executive Committee “Excom”

The Board Executive Committee (EXCOM) assists the Board in overseeing the Management of the Bank. EXCOM is responsible for the reviewing, monitoring and approval of key financial and non-financial businesses, investments and operations decisions for the Bank within the authority prescribed by the Board. EXCOM also assists the Board in fulfilling its oversight responsibilities in relation to granting credit (as delegated by the Board), making settlements, and cancellation of debt decisions and on exceptions that represent unusual credit risks.

Audit Committee “Aucom”

The primary role of the Audit Committee is to provide assistance to the Board by overseeing the accounting and financial reporting processes and operations of the bank. It does this by reviewing the audits of the financial statements of the bank, the adequacy and effectiveness of the systems of internal control, compliance with relevant laws and legislation and reviewing the independence, qualifications and performance of the external auditor.

The Audit Committee meets quarterly to review the work of the Internal Audit Department, challenge the Bank’s management and to assess the overall control environment prevailing in the bank and offers advice and guidance in relation to risk management and fraud.

The committee also reviews the independence of the Internal Audit department staff the through the introduction of an ‘Auditors Annual Independence Statement’ which requires all staff to confirm that there are no conflicts of interest arising from any review they are required to undertake. The Committee is also responsible for the approval of the annual audit plan.

Risk & Compliance Committee “Ricom”

The Committee is responsible for assisting the Board in fulfilling its oversight responsibilities pertaining to risk management and compliance; recognizing compliance as a core risk management activity within the Bank. By establishing, monitoring and reviewing; internal control, compliance and risk management policies, processes and systems within the Bank; ensuring conformance with regulatory requirements as well as alignment with leading standards such as Basel and COSO amongst others for consideration.

The key areas of authority of the Risk & Compliance Committee are to oversee, for the bank:

– Aggregate risk exposure and the level of risk assumed for the Bank.

– Risk management and compliance decisions for the Bank.

– The effectiveness of the risk management and compliance systems and controls.

– Management’s compliance with established risk-related limits and policies.

– Management’s adherence to statutory compliance requirements; AML, KYC, reporting, etc.

– The performance of the Bank’s risk and compliance functions.

In relation to credit risk, the Committee shall only be involved in overseeing risk policies, validity of models, delegations of authority and loan exposure and concentration. Aspects related to the continuing Management of credit risk decisions shall be delegated by the Board separately to the Executive Committee.

In the Committees capacity to oversee compliance related matters, the Committee will have access to the Banks Executive/Senior Management, external auditors and outside counsel, the Committee will also be privy to all relevant information, as necessary to carry out its activities.