Governance Guide

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Charter of institutional control

( governance Guide ) of Nuran Bank

To protect the rights of shareholders and provide additional value to their ownership in the Bank would always be a priority of  Nuran Bank, through the application of professional banking practices. The Bank will not only apply the State and regulators laws laws, (including corporate governance Guide issued by the Central Bank of Libya and institutional control Charter- governance guide of  nuran.), also will take care of governance in well-known companies.
The Bank will work permanently to achieve the best return to related parties’, which include shareholders, customers, employees, and society in General.
The endeavors of implementing corporate governance guide is the direct responsibility of the Bank's Board of Directors and it is consistent with the Central Bank of Libya publications, regulations and legal requirements in Libya.

 

Shareholders data .

The Authorized capital is (250,000,000.000) L.D two hundred and fifty  million Libyan dinars, divided into (2,500,000) two million and five hundred thousand shares, the value of each share (100.000 dinars), one hundred  Libyan dinars .

The paid up capital  by the shareholders are :-

Libyan foreign bank 500,000,000   shares valuing 50,000,000.000 L.D.

Qatar holding 500,000,000  L.D five hundred thousand  shares valuing  50,000,000.000 L.D.

 

The Ordinary General Assembly and Extra Ordinary  held their meetings on August 14, 2015. The Ordinary General Assembly decided to appoint members of the Board of Directors and to consider and ratify the report of the Board of Directors on the Bank's activities for the years 2013 and 2014, the financial statements and the auditors' reports, and exemption of  the Board of Directors. Review The Shari'a Supervisory Board report  for the years 2013 and 2014,  also select external auditors to review the financial statements of the Bank for the years 2015 and 2016, in accordance with the article of Association,   and determine their fees.

 

The Board data
Composition of the Board of Directors .

The Bank's Board of Directors consists of ten members appointed in accordance with the provisions of the Statute of the Bank in line with the amended banking law. The Bank's Board consists of members with professional background and work experience. The committee’s members selected based on their professional experiences in accordance with the institutional control Charter requirements (corporate governance Guide). The appointing of the members of the board is subject to the approval of the Central Bank of Libya.

 

The functions and responsibilities of the Board of Directors
The Board of Directors of the Bank assumes ultimate responsibility of the activities of the Bank and its financial integrity, such responsibility does not mean doing operational work and daily management of the Bank, but create the Bank's strategies, policies and practices the role of overseeing the management and its commitment to these policies. The Board in this framework is responsible for management performance and any gaps within in front of the Central Bank of Libya, the General Assembly of shareholders, and others with interests affected by the performance of the Bank, such as depositors, creditors and employees. The responsibility of the board remains even if some of its powers delegated to committees, entities, or other individuals.

Board member considered a representative of all shareholders and accordingly has to benefit the bank generally not personal interests or the interests of the party it represents or the party appointed him as a member of the Board of Directors.

At its meetings during the year, the board must also discusses functions defined by statute, including board’s performance assessment, its committees , senior management, and executive management, through the committee of rewards and  appointments, strategic plans, policies and procedures concerning all activities of the Bank. As well as matters relating to monitoring and internal control.

 

The Board work Mechanism 
Administration

A letter shall be issued by Chairman of Board of Directors or his representative announcing the appointment of each Member of the Board of Directors, based on the decision of the General Assembly, or the Board of Directors if was by an assignment after the Central Bank of Libya approval, which explains their rights, duties and responsibilities.
Board meetings held periodically in accordance with Libyan commercial law requirements and the Statute of the Bank.  The board must at least held a meeting once every three months to discuss and consider any decisions relating to its supervisory role in the function of the bank, discuss any further matters related to the business of the Bank. Clarify topics of the agenda clarify of every meeting to ensure coverage of all topics. As well as registering the members who attended the meeting and disclose it in accordance with the Statute of the Bank.
According to the Statute. An invitation extended for the Board meeting, enclosing the agenda at least five days ahead of the meeting, either sent by registered letter or delivered to the member against his signature to confirm receipt, or by email. All the reports and other documents relating to the topics on the agenda be provided in good time at least five days before the meeting, in order to enable members to study the topics thoroughly and take appropriate decisions.

 

Financial and in kind benefits to the Chairman and members of the Board .
The financial benefits of the chairman and members of Board of directors determined by resolution of the General Assembly of the Bank based on a proposal from the board, in accordance with the recommendations of the appointment and remuneration Committee, set forth in the Bank's corporate governance manual, paid from the date the member starts attending Board meetings.

 

Secretary of the Board of Directors

Appointments and remuneration committee shall make a recommendation on the nomination of the Secretary to the Board of directors before being appointed by the Board, determine conditions of appointment in coordination with the Managing Director, including fees and compensation granted to him and make a recommendation about his dismissal, Board Secretary provides professional and administrative support to the General Assembly of Parties and the Board, its committees and its members.

 

The Secretary to the Board of Directors is the legal department director at Nuran, who joined the Bank in 2012.

 

Composition of the committees of the Board, its functions and responsibilities
The Board set up a comprehensive set of policies covering all local and international bank operations, built a modern risk management system aims to ensure the continuity of the safety of assets invested in addition to reports on economic and regulatory capital within a comprehensive banking vision. The Bank is dealing with banking risks in an integrated manner and within a comprehensive framework concept of risk management in accordance with the latest standards and customs and banking practices. This system came within a multilevel regulatory and control organizational structure to ensure the application of the principles of corporate governance (governance) in a correct form. On the Board-level there are supervisory and control committees to ensure the protection of the assets of the Bank, to apply the concepts of commitment, and other board committees care about safety and performance improvement at the level of operational activity, and they are.
 

Internal Audit Committee

And appears among its function compliance committee functions and money-laundering, and consisting of:

  • Mr. Mohammed Mustafa Amari                             Chairman
  • Mr. Abdul Rahman Saad Alkhatani                        Member
  • Mr.Khalid Hassan Al Thani                                     Member
  • Mr. Khaled Ali alsmiai                                              Member
  • Mr.Mohamed Ezaldeen Al Ghiryani                       Member

 

Corporate Governance Committee

Consisting of:

  • Mr. Chairman                                                                                             Chairman
  • Mr. Chairman of the Nomination & Remuneration Committee        Member
  • Mr. Chairman of the Internal Audit Committee                                   Member
  • Mr. Chairman of the  Risk Management Committee                          Member

 

Risk Management Committee .

Consisting of:

  • Mr. Abdulrahman Saad TH  M  Al-Qahtani           Chairman
  • Mr.Khalid Hassan Al Thani                                      Member
  • Mr. Mohammed Mustafa Amari                               Member
  • Mr. Managing Director                                              Member
  • Mr. Credit and Risk Group Presidnet                       Member

  

Appointment and Remuneration Committee

Consisting of:

  • Mr. Saleh Ramadan Eledressi                                         Chairman
  • Mr. Mohammed Mustafa Amari                                     Member
  • Mr. MOHAMMED KHALIFA M AL-JALAHMA                 Member
  • Mr. Nasser Mohammed Raeissi                                      Member

 

Board Executive Committee

Consisting of:

  • Mr. Vice Chairman of the Board                            Chairman
  • Mr. Nasser Mohammed Raeissi                             Member
  • Mr. Saleh Ramadan Eledressi                                 Member
  • Mr.MOHAMMED KHALIFA M AL-JALAHMA         Member

 

Disclosure strategy and communication

The Bank follows a clear policy towards communicating information on its activities and business to all its shareholders and related parties. Endorse   a communication disclosure policy consistent with the requirements of the Basel Convention 2, as the Assembly of Parties of the Bank held an annual meeting, attended by the Chairman and members of Board of Directors, representatives of the official authorities and Auditors, to review the financial results and respond to questions and inquiries from shareholders.
The Board prepare an annual report signed by the Chairman, sent to the General Assembly of Parties, such report attached to the annual report prepared by the Bank as a commitment to the duty of disclosure. Where it shows the Bank's governance practices and mainly establishes governance policies and procedures.
Any new developments will be announced and provide information on it via the Bank website on line: www.nub.ly -Or through other means of publication. 
As per disclosure to dealers and the public, the bank discloses its financial statements and administrative status to all clients such as depositors, investors and public. These disclosures available in electronic form on the website of the Bank on the world wide web (Internet) and in printed form in all Bank offices and reception lounges  for dealers and public and the related mechanism established by the legislation.

The Bank also created an internal website (Intranet)  to communicate with staff regarding administrative affairs