The Bank is committed to operating to the highest standards of corporate governance and in this regard has developed and implemented a corporate governance framework that complies with the highest standards of corporate governance practices in accordance with based on QFMA’s Corporate Governance Code No. (5) of 2016 and QFCRA’s Controlled Functions and Governance Regulation of 2020.
The Board of Directors and the Executive Management of Qatar First Bank LLC (Public) believes that a strong corporate governance framework is critical to ensuring high performance across all the Bank’s activities and essential to building investor trust and providing safeguards against any misguided corporate activity.
The Board of Directors of QFB has adopted a Corporate Governance Framework which relates to the way in which the affairs of QFB are governed and managed by the Board, the committees of the Board and the executive management team. It is a system by which QFB is directed and controlled taking into account the interests of all its stakeholders, and not just limited to its shareholders.
To that end, QFB issued on annual basis its Corporate Governance report outlining its governance framework and compliance aspects with the governance rules and regulations. The Corporate Governance Report is approved by the Board of Directors and at presented at the General Assembly for approval and ratification of the shareholders. The Corporate Governance reports are made available on the Bank’s website as part of its commitment to transparency and equal access to information towards its shareholders.
General Assembly of Shareholders
The Bank has one Annual General Meeting per year. All other general meetings are referred to as Extraordinary General Meetings. During the year 2020, the Bank held on 7 April 2020 its Annual General Assembly meeting for the year ended 31 December 2019.
The Article of Association state that the Board consist of no less than Seven (7) and no more than Eleven (11) directors. As of 31 December 2020, the Board had Eight (8) board members elected by the General Assembly on 22 April 2019 for a three-year term.
Its members are elected by the shareholders for a three-year term. The current Board Members were elected during the Annual General Assembly held on 22 April 2019.
The Board is responsible for independently managing the Bank with the objective of sustainable creation of value and in the interest of the Bank, thus considering the interests of the shareholders, its employees, and other stakeholders.
The Articles of Association and the Board Charter outlines the Board’s duties, responsibilities, and authorities. The Board of Directors may delegate its powers, authorities, discretions and functions to any committee made of members of the Board on such terms and conditions as it may think fit and in accordance with the Articles.
The Articles of Association and the Board Charter are published on the Bank’s website as part of its commitment to transparency and equal access to information towards its shareholders.
The Board of Directors has created three Board-level committees appointed the following Board Committees:
The composition, duties, responsibilities, and authorities of each Board Committee are outlined in the Committee’s Terms of Reference included in the Bank’s Corporate Governance Framework and published on the Bank’s website as part of its commitment to transparency and equal access to information towards its shareholders.
Senior Executive Management
The day-to-day management of the Bank is conducted by the Senior Executive Management which is led by the Chief Executive Officer and who is considered relevant to ensure that the Bank has the appropriate expertise and experience for the management of its business. The Senior Executive Management are also members of management committees which have specific duties and responsibilities.
The Bank has several Management Committees:
The composition, duties, responsibilities, and authorities of each Management Committee are outlined in the Committee’s Terms of Reference included in the Bank’s Corporate Governance Framework.
Chief Executive Officer
The Chief Executive Officer is appointed by the Board of Directors. He is responsible to the Board of Directors for the general and active management of the business, including overseeing the day-to-day operations of the Bank, and ensures that the resolutions of the Board of Directors and the shareholders are carried out. He has the right to delegate a part of his responsibilities and prerogatives to other employees or officers of the Bank.
Sharia Supervisory Board
The Board of Directors shall appoint not less than 3 and not more than 5 members selected among experts well-versed in Sharia, Islamic transactions and finance, to sit on the Sharia Supervisory Board for a three-year term that could be renewed. The Sharia Supervisory Board provides expert advice and guidance to the Board and Executive Management on how to best align the Bank’s business and activities with Sharia principles. The appointed members shall perform their tasks on a professional and confidential basis while reviewing all practical steps and measures with regard to the activities of the Bank.
As of 31 December 2020, the Sharia Supervisory Board consisted of three members presided by the Presiding Member elected by the members.
External Auditors: The accounts of the Bank must be prepared in accordance with the International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) and in accordance with the Accounting Standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI).and in compliance with the prescribed rules and regulations of the QFCA and QFCRA.
The External Auditors are nominated by the Audit, Risk and Compliance Committee to the Board who recommends to the General Assembly approving the appointment of the External Auditor and their fees. The External Auditor shall attend the General Assembly meetings.
During the Annual General Assembly Meeting held on 7 April 2020, the General Assembly approved the appointment of Ernst & Young as the Bank’s External Auditor for the year ended on 31 December 2020 and approved their fees.