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About Corporate Governance

Corporate Groverance

Our corporate governance framework and supporting policies are guided by best international and regional practices that combine strong leadership, accountability, transparency with a culture of integrity.


Our culture at FAB is driven by:

  1. The appropriate delegation and monitoring of authority and accountability to management
  2. The responsibility of the Board to direct the group’s affairs and set its objectives
  3. Satisfying the interests of stakeholders through relevant and material disclosures
  4. The selection of productive strategies and management of risk
  5. Ensuring that we meet or exceed our legal and regulatory obligations 
  6. Recognizing our influence and engaging with the community to enhance our environment 
  7. A commitment to  operating our business ethically and according to the principles of honesty, transparency and accountability
  8. A commitment to sustainability, as demonstrated by our environmental and social governance programs and reporting. 

Corporate Governance Commitment

Corporate governance relates to the stewardship of the organization, the way in which organizations are directed and controlled. We, within FAB strive to exceed mere compliance with the laws and regulations. We are committed to adopting the spirit of the laws and regulations to understand the benefits of a strong regulatory framework. Within FAB we have a strong set of corporate values that define the way we conduct our business. They are the foundation of our culture. How we conduct business, with integrity and with zero tolerance for fraud, bribery and corruption, speak to the values of the organization. As the largest bank in the UAE, we strive to lead by example in demonstrating good corporate governance and recognize the importance of governance to our owners, our customers, employees, our communities and to us as a bank. 

Whilst banks are currently exempt from compliance with the Ministerial Resolution No. (518) of 2009 Concerning Governance Rules and Corporate Discipline Standards, which is supervised by the Securities and Commodities Authority (SCA) for entities listed on UAE Stock Exchanges, FAB also has committed to meeting these standards.

 

 


Corporate Governance Framework

Our Corporate Governance Framework plays a key role in FAB’s culture, business practices and regulatory compliance. Our governance responsibilities are integral to our performance and long-term sustainability.

The Framework is aligned with the Bank’s strategic objectives and reflects applicable regulatory guidelines, including those of the Central Bank of the UAE (“CBUAE”) and its other regulators. The Bank’s governance framework includes a strong, code of conduct and ethics which all FAB employees must be aware of and comply with in their daily interactions. This is underpinned by the Bank’s core values which lie at the heart of how we act and which are a key component of the performance management assessment of our employees. 

The Framework provides direction to all staff across the Group on how corporate governance and decision-making operates at FAB. We undertake a range of banking activities that include consumer and SME banking, wealth management, wholesale banking and capital markets advisory, which are principally regulated by the CBUAE. We are also authorised by the Securities and Commodities Authority (‘SCA”) as a Securities Services Provider. 

FAB Group is governed by a framework of boards and committees. The Board of Directors is the principal decision-making forum for the Bank and has overall responsibility for directing, leading and controlling the Bank.  In addition to the Articles of Association and regulating laws, the FAB Board has approved a wide range of charters, codes and policies in order to record their decisions and delegations, and regulate the operations and overview activities of the bank and its group.

The board has also issued general principles of behaviour and personal conduct for which all directors and staff are accountable as individuals and as a collective entity.
Our Framework is designed to provide oversight for the effective implementation of related laws, regulations, policies and procedures applicable to FAB and to assist our Group Risk Management Team in ensuring that the range of risks facing the Bank are properly managed and mitigated within an effective internal control framework.

 


Internal Control

Robust internal controls provide a good indication of the strength of an organisation’s governance model. At FAB we have an  extensive control structure suitable for a regulated, international financial institution and group.

A key component of our internal control structure includes identifying the responsibilities of different parts of the organisation for addressing and managing risk. The 3 Lines of Defence (3LOD) model is a tool used worldwide by banks and other financial institutions to support how risk is managed and the roles and responsibilities of businesses, enablement functions and control functions Our 3LOD model consists of the following:

  • The First Line – the Business owns and manages the risk it incurs in undertaking its activities.
  • The Second Line – independent of the business functions, it ensures that the first line of defence to develop internal control and risk systems that are properly designed, in place and working as intended. This is done through compliance monitoring and testing.
  • The Third Line – Group .Internal Audit (“GIA”), which provides independent assurance to the Board and management that the Bank’s risk, control and governance frameworks are effective. The Group Chief Audit Officer (“GCAO”) reports primarily to the Chairman of the Audit Committee and is responsible for the audit of all parts of the FAB Group including its subsidiaries, joint ventures and international branches. The primary objective of the function is to provide independent assurance and advisory services to the Board of Directors (“the Board”) and senior management on the quality and effectiveness of governance, risk management and internal controls to monitor, manage and mitigate key risks.

  • Disclosure and Transparency

    FAB meets a range of regulatory disclosure requirements, primarily through its continuous disclosures to the Abu Dhabi Stock Exchange (ADX) and by publication of Annual Reports which incorporate Risk Management and Basel II-Pillar III Disclosure Reports and Corporate Governance Reports.

    We also regularly publish sustainability reports and other information which is beneficial to our stakeholders, copies of which are generally available or updated on this website.

    In all external reporting matters, we adopt a transparent approach that provides full and accurate disclosure. Our Investor Relations Team manages a dedicated webpage on this website where investors are provided with current information relating to the Bank, including the latest Annual Report, quarterly analyst coverage and financial reports. We also prepare a Corporate Governance summarised report that is included in the Annual Report and a detailed report is published on this website.


    Shareholder Interests

    FAB shares are listed on the Abu Dhabi Stock Exchange, which is regulated by the UAE Securities & Commodities Authority.

    FAB is approximately 33% owned by the Abu Dhabi Investment Council, a sovereign wealth fund, on behalf of the Abu Dhabi Government. Further details for share ownership, market news and prices are available  Investor Relations section.

    FAB subsidiaries and group entities are listed in the Annual Report.


    Key Regulatory Links

    FAB is subject to regulatory oversight from a number of key ministries, government departments and regulatory authorities. Senior management has the responsibility to ensure compliance with all applicable laws and regulation, and is accountable to the Board.

    The Board has also delegated a range of duties and responsibilities for monitoring and review to the Committees of the Board. These are the Board Management Committee, the Board |Audit Committee, the Board Risk and Compliance and the Remuneration and Nomination Committee.


    Executive Compensation Philosophy

    Senior Management compensation at FAB aims at achieving sustainable business growth and protecting stakeholder value. Our compensation structure contains a mix of fixed and discretionary variable pay. The fixed pay is aligned to external market benchmarks to ensure that senior leadership is adequately compensated and that there is relative stability at those levels. 

    Variable pay is linked to achievement of results as per the elements of the balanced scorecard (Financial, Customer, Process and People) as well as demonstration of their achievement in line with Bank’s stated values. Managerial discretion is also applied to ensure that there is a true reflection of ‘how’ the business growth is achieved in addition to ‘what’ was achieved.

    Additionally, adequate safety measures such as partial deferral of variable compensation are in place to ensure that decision making is on the basis of long term sustainability. Such deferrals are applied on the basis of the value of the discretionary variable pay and is commensurate with the level of decision making and impact to the business. 

    The deferral scheme segregates payments into retention based awards and organization performance dependent awards that vest over a defined time frame. In the event performance parameters thresholds are not achieved, the performance based deferral for the year is subject to forfeiture.

    Variable reward amounts (paid amounts as well as deferrals) are subject to claw-back conditions. Additionally, unvested deferred amounts are subject to forfeiture based on specific conditions.

    Corporate Governance Reports

    About First Gulf Bank

    About FAB

    FAB's network spans five continents, providing the global relationships, expertise and financial strength to support local, regional and international businesses.

    Board Of Directors

    Board of Directors

    Our Board of Directors have various experience in different fields and serve as a strong foundation for FAB.

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    Investor Relations

    Key data, information & reports for our shareholders & fixed income investors at FAB.

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    Sustainability

    At FAB, sustainability means ensuring that we balance– people, planet and profit – and create economic, social and environmental value for our stakeholders.

    Contact Us

    UAE

    600 52 5500

    Lines Open 24/7

    International

    +971 2 681 1511

    Head Office

    First Abu Dhabi Bank
    Al Qurm – Business Park
    P.O. Box 6316
    Abu Dhabi, United Arab Emirates