Introduction
The Company has in place a policy of benchmarking against established best practice in the field of corporate governance. The Board has adopted core values and standards which set out the behaviors expected of staff in their dealings with shareholders, tenants, colleagues, agents, business partners and other stakeholders of the Company. One of the core values communicated within the Company is the belief that a high standard of integrity is essential in business conduct.
The Company has adopted its corporate governance document in accordance with the corporate governance code issued in Bahrain and is committed to corporate governance of highest standards.
The Company has substantially complied with the new Corporate Governance Code including assessment of the Board, its committees and individual directors with respect to their effectiveness and contribution and our corporate governance practices have further strengthened significantly.
The Governance Structure
Ownership
The Company is owned by a shareholding structure as detailed in Note 11 to the financial statements. No shares are held or owned by management members or their dependents.
The Board
The Company is governed through its Board of Directors. The Board’s main roles are to create values for shareholders, to provide entrepreneurial and competitive leadership of the Company, to approve the Company’s strategic objectives and to ensure that the necessary financial and other resources are made available to meet those objectives.
Following the election at the Company’s Annual General Meeting held on 31 March 2019, the current board of directors has taken charge from 1 April 2019. The Board meets at least four times in a calendar year and has a schedule of matters reserved for its review, discussion and approval. Specific responsibilities of the Board include review of the Company’s strategy, approval of annual budgets, review of periodic operating and financial performance and other matters of a corporate nature.
Board Committees
The Board has set up various committees with terms of reference and specific mandates to carry out the assigned functions. Areas of responsibilities and functioning are clearly defined for each of these committees that consist of members within the Board who are competent and experienced in relevant fields.
Executive Committee
Mr. Sattam Sulaiman Al Gosaibi
Committee Chairman
Mr. Sattam Sulaiman Al Gosaibi
Committee Chairman
Non-Executive / Independent
14 years
- Chairman of the Executive Committee
- Member of the Nomination, Remuneration and Governance Committee
- Bachelor of Accounting (BSc) – King Fahad University (KSA)
- Master of Business Administration (MBA) – DePaul University (USA)
Over 26 years of experience in Islamic banking and directorship in the real estate sector.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Director – Lama Real Estate W.L.L.
- Chairman of the Board of Trustees – University of Technology Bahrain
- Vice Chairman – Capital Real Estate Company B.S.C.(C).
- Vice Chairman of the Board of Trustees – Ibn Khuldoon National School
- Director – Gulf Real Estate Development Company S.S.C.(C)
- Director – Gulf Holding Company K.S.C.
- Director – Naseej B.S.C.(C).
- Director – Locata Corporation PTY Limited
- Director – Bahrain International Golf Course Company B.S.C.(C)
- Director – Al Areen Hotels W.L.L.
- Director – Bahrain Association of Banks
- Director – INJAZ Bahrain
- Director – Al Gosaibi Holding Co. W.L.L.
Chief Executive Officer of Khaleeji Commercial Bank B.S.C.
Mr. Abduljalil Mohamed Janahi
Committee Member
Mr. Abduljalil Mohamed Janahi
Committee Member
Executive / Non-Independent
14 years
Member of the Executive Committee
- Master of Civil Engineering/ Construction Management (MSc) – The Catholic University of America (USA)
- Bachelor of Civil Engineering – University of Bahrain
- Diploma in Building Management – City & Guilds of London Institute (UK)
Over 39 years of experience in project management and civil engineering.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Director – Diyar Al Muharraq W.L.L.
- Director – Diyar Al Muharraq Housing Development Co. W.L.L.
- Director – Diyar Al Bareh Real Estate W.L.L.
- Director – Diyar Al Naseem Real Estate W.L.L.
Senior Manager – Head of Real Estate Projects Management at Kuwait Finance House (Bahrain) B.S.C.(C)
Mr. Mohamed Ebrahim Al Bastaki
Committee Member
Mr. Mohamed Ebrahim Al Bastaki
Committee Member
Non-Executive/Independent
(Social Insurance Organisation)
5 years
Member of the Executive Committee
- Master of Business Administration (MBA) – University of Glamorgan (UK)
- General Management Program – Harvard Business School (USA)
- The Gulf Executive Development Program – University of Virginia [Darden Business School] (USA)
- Executive Management Diploma – University of Bahrain
Over 44 years of experience in executive positions in financial institutions.
- Chairman – The BENEFIT Company B.S.C.(C)
- Chairman – SINNAD W.L.L.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Vice Chairman of Board of Trustees – The Kingdom University
- Director – Social Insurance Organisation
- Director – Osool Asset Management B.S.C.(C)
Mr. Fouad Ebrahim Al Mutawa
Committee Member
Mr. Fouad Ebrahim Al Mutawa
Committee Member
Non-Executive/Non-Independent
2 years
• Member of the Audit Committee
• Member of the Nomination, Remuneration and Governance Committee
- Bachelor of Biochemistry (BSc) – University of Kuwait (Kuwait)
Over 46 years of experience in the fields of information technology, dealing in securities,
livestock management and fish farming.
• Director – Delmon Poultry Company B.S.C.
• Director – Al Jazeera Tourism Co. B.S.C.(C).
Mr. Hamed Yousef Mashal
Committee Member
Mr. Hamed Yousef Mashal
Committee Member
Executive / Non-Independent
5 years
Member of the Executive Committee
- Master of Business Administration (MBA) – University of Warwick [Warwick Business School] (UK)
- Bachelor of Computer and Business Studies (BSc) – University of Warwick [Warwick Business School] (UK)
- MRICS – Royal Institute of Chartered Surveyors
- Chartered Financial Analyst (CFA)
- Project Management Professional (PMP)
Over 18 years of experience in conventional and Islamic banking.
- Director – Fraser Suites Seef-Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Director – Muharraq Mall Co. W.L.L.
- Director – Liquidity Management Centre B.S.C.(C).
- Director – Bayan Group for Property Investment W.L.L.
- Director – Baytik Bahrain Real Estate Holding Company W.L.L.
- Director – Baytik Investments One W.L.L.
- Director – Baytik Investments Two W.L.L.
- Director – Diyar Al Naseem Real Estate W.L.L.
- Director – Al Masarrat Real Estate 2 W.L.L
Head of Retail Banking at Kuwait Finance House (Bahrain) B.S.C.(C)
Audit Committee
Mr. Fuad Ali Taqi
Committee Chairman
Mr. Fuad Ali Taqi
Committee Chairman
Non-Executive/ Independent
8 years
Chairman of the Audit Committee
Master of Business Administration (MBA) – University of South Wales (UK)
Over 36 years of experience in conventional and Islamic banking.
- Director – Fraser Suites Seef-Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Vice Chairman of the Board of Directors, Member of the Board of Trustees and Member of the Finance Committee – Ibn Khuldoon National School
Mr. Yusuf Ahmed Al Hammadi
Committee Member
Mr. Yusuf Ahmed Al Hammadi
Committee Member
Executive / Non-Independent
17 years
Member of the Audit Committee
- Master of Business Administration (MBA) – University of Bahrain
- Leadership Development Program – University of Virginia (USA)
- CFO Strategic Leadership Program – Ivey Business School (Canada)
Over 34 years of experience in conventional and Islamic banking.
- Chairman – Muharraq Mall Co. W.L.L.
- Director – Lama Real Estate W.L.L.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Director – Delmon 1 Co. W.L.L.
- Member of the Board of Trustees, Director and Head of Finance Committee – Ibn Khuldoon National School
- Director – WAQF Fund (Central Bank of Bahrain)
Executive Manager – Head of Financial Control and Administration at Kuwait Finance House (Bahrain) B.S.C.(C)
Mrs. Eman Mustafa Al Murbati
Committee Member
Mrs. Eman Mustafa Al Murbati
Committee Member
Non-Executive/Independent
(Social Insurance Organisation)
8 years
- Member of the Audit Committee
- Member of the Corporate Social Responsibility Committee
Bachelor of Accounting – Cairo University (Egypt)
Over 40 years of experience in key positions in the Social Insurance Organisation.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
Chief Executive Officer of Social Insurance Organisation
Nomination, Remuneration & Governance Committee
Mr. Essa Mohamed Najibi
Committee Chairman
Mr. Essa Mohamed Najibi
Committee Chairman
Non-Executive / Independent
14 years
- Chairman of the Nomination, Remuneration and Governance Committee
- Member of the Corporate Social Responsibility Committee
Bachelor of Civil Engineering
Over 38 years of experience in directorship and executive positions in the real estate sector, in addition to managing the family businesses.
- Chairman – Fraser Suites Seef-Bahrain W.L.L.
- Chairman – Seef Entertainment W.L.L.
- Chairman – Lama Real Estate W.L.L.
- Chairman – Al Liwan Cinema W.L.L.
- Chairman – Najibi Investment Company B.S.C.(C).
- Chairman – United Commercial Services Co.
- Chairman – AlKhulood Capital Co. W.L.L.
- Chairman – BAPCO Retail Company W.L.L. (Tazweed)
- Co-Chairman – AlSouq Real Estate Company W.L.L.
- Vice Chairman – Bahrain Scrapmould Company W.L.L.
- Vice Chairman – Crown Industries B.S.C.(C).
- Director – Gulf Air B.S.C.
- Director – The Malls Real Estate Development B.S.C.(C)
- Member of the Board of Trustees, Director and Chairman of Executive Committee – Royal University for Women
Founding Member and Chairman of Najibi Investments B.S.C.(C).
Dr. Mustafa Ali Al Sayed
Committee Member
Dr. Mustafa Ali Al Sayed
Committee Member
Non-Executive/Independent
(Royal Humanitarian Foundation)
14 years
- Chairman of the Corporate Social Responsibility Committee
- Member of the Nomination, Remuneration and Governance Committee
- Doctorate in Industrial Management (PhD) – University of London (UK)
- Master of Industrial Management – University of Dublin (Ireland)
- Bachelor of Mechanical Engineering – University of Portsmouth (UK)
Over 48 years of experience in executive positions in key governmental and private institutions.
- Vice Chairman – Fraser Suites Seef – Bahrain W.L.L.
- Vice Chairman – Seef Entertainment W.L.L.
- Vice Chairman – Family Microfinance House B.S.C.(C)
- Member of the Board of Trustees – Egyptian Zakat House
- Chairman – Bahrain Health and Safety Society
- Member of the Board of Trustees – Al Quds Fund and Endowment
Secretary General of Royal Humanitarian Foundation
Mr. Sattam Sulaiman Al Gosaibi
Committee Member
Mr. Sattam Sulaiman Al Gosaibi
Committee Member
Non-Executive / Independent
14 years
- Chairman of the Executive Committee
- Member of the Nomination, Remuneration and Governance Committee
- Bachelor of Accounting (BSc) – King Fahad University (KSA)
- Master of Business Administration (MBA) – DePaul University (USA)
Over 26 years of experience in Islamic banking and directorship in the real estate sector.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Director – Lama Real Estate W.L.L.
- Chairman of the Board of Trustees – University of Technology Bahrain
- Vice Chairman – Capital Real Estate Company B.S.C.(C).
- Vice Chairman of the Board of Trustees – Ibn Khuldoon National School
- Director – Gulf Real Estate Development Company S.S.C.(C)
- Director – Gulf Holding Company K.S.C.
- Director – Naseej B.S.C.(C).
- Director – Locata Corporation PTY Limited
- Director – Bahrain International Golf Course Company B.S.C.(C)
- Director – Al Areen Hotels W.L.L.
- Director – Bahrain Association of Banks
- Director – INJAZ Bahrain
- Director – Al Gosaibi Holding Co. W.L.L.
Chief Executive Officer of Khaleeji Commercial Bank B.S.C.
Corporate Social Responsibility Committee
Dr. Mustafa Ali Al Sayed
Committee Chairman
Dr. Mustafa Ali Al Sayed
Committee Chairman
Non-Executive/Independent
(Royal Humanitarian Foundation)
14 years
- Chairman of the Corporate Social Responsibility Committee
- Member of the Nomination, Remuneration and Governance Committee
- Doctorate in Industrial Management (PhD) – University of London (UK)
- Master of Industrial Management – University of Dublin (Ireland)
- Bachelor of Mechanical Engineering – University of Portsmouth (UK)
Over 48 years of experience in executive positions in key governmental and private institutions.
- Vice Chairman – Fraser Suites Seef – Bahrain W.L.L.
- Vice Chairman – Seef Entertainment W.L.L.
- Vice Chairman – Family Microfinance House B.S.C.(C)
- Member of the Board of Trustees – Egyptian Zakat House
- Chairman – Bahrain Health and Safety Society
- Member of the Board of Trustees – Al Quds Fund and Endowment
Secretary General of Royal Humanitarian Foundation
Mr. Essa Mohamed Najibi
Committee Member
Mr. Essa Mohamed Najibi
Committee Member
Non-Executive / Independent
14 years
- Chairman of the Nomination, Remuneration and Governance Committee
- Member of the Corporate Social Responsibility Committee
Bachelor of Civil Engineering
Over 38 years of experience in directorship and executive positions in the real estate sector, in addition to managing the family businesses.
- Chairman – Fraser Suites Seef-Bahrain W.L.L.
- Chairman – Seef Entertainment W.L.L.
- Chairman – Lama Real Estate W.L.L.
- Chairman – Al Liwan Cinema W.L.L.
- Chairman – Najibi Investment Company B.S.C.(C).
- Chairman – United Commercial Services Co.
- Chairman – AlKhulood Capital Co. W.L.L.
- Chairman – BAPCO Retail Company W.L.L. (Tazweed)
- Co-Chairman – AlSouq Real Estate Company W.L.L.
- Vice Chairman – Bahrain Scrapmould Company W.L.L.
- Vice Chairman – Crown Industries B.S.C.(C).
- Director – Gulf Air B.S.C.
- Director – The Malls Real Estate Development B.S.C.(C)
- Member of the Board of Trustees, Director and Chairman of Executive Committee – Royal University for Women
Founding Member and Chairman of Najibi Investments B.S.C.(C).
Mrs. Eman Mustafa Al Murbati
Committee Member
Mrs. Eman Mustafa Al Murbati
Committee Member
Non-Executive/Independent
(Social Insurance Organisation)
8 years
- Member of the Audit Committee
- Member of the Corporate Social Responsibility Committee
Bachelor of Accounting – Cairo University (Egypt)
Over 40 years of experience in key positions in the Social Insurance Organisation.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
Chief Executive Officer of Social Insurance Organisation