Corporate Governance

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UGB has a well-established risk governance structure, with an active and engaged Board of Directors supported by an experienced senior management team, and a support services group that is independent of the business lines. Decision making is highly centralised through a number of Board and Management committees. The corporate governance framework of the Bank is a reflection of its culture, policies, stakeholder relationships, and commitment to corporate values. The Board of Directors believes that sound ethical practices, transparency of operations, and timely disclosures are critical factors in enhancing shareholder value and safeguarding the interests of all stakeholders.

1. Board Committees2. Management Committee3. Governance Documents4. Incorporation Documents
1.1 Executive Committee (EC)

Composition: Mr. Masoud Hayat (Chairman), Mr. Faisal Al Ayyar, and Mr. Samer Khanachet.

Responsibilities: Exercises Board powers during interim periods by circulation. Acts on behalf of the Board for urgent strategic or investment matters.

1.2 Board Audit Committee (BAC)

Composition: Three members (two independent, one executive). CEO is not a member.

Responsibilities: Oversees accounting, auditing, legal and regulatory compliance, and supervises internal and external auditors.

1.3 Nominating and Remuneration Committee (NRC)

Composition: All members are independent. Formed after CBB’s approval to combine nominating and remuneration roles.

Responsibilities: Assesses Board member skills and ensures a diverse and effective mix of professionals.

2.1 Management Committee (MANCO)

Acts as the Bank’s steering body. Includes CEO and Department Heads. Secretary: Chief Compliance Officer & MLRO.

2.2 Asset and Liability Committee (ALCO)

Manages balance sheet structure, risk, return, and liquidity. Includes CEO, CFO, Risk Head, etc. Meets quarterly.

2.3 Environmental, Social and Governance Committee (ESG)

Aligns UGB policies with Bahrain Economic Vision 2030 and ESG regulatory frameworks. Focus: sustainability, GHG reduction, transparency.

2.4 Investment Committee (IC)

Approves/recommends investment decisions. Members: CEO, CFO, Head of Asset Management. Secretary: Risk Management Head.

2.5 IT Steering Committee (ITSC)

Supervises IT strategy and risk. Members include CEO, CFO, Head of IT (Secretary). Meets twice a year.

2.6 Risk and Compliance Committee (RCC)

Defines risk appetite, monitors principal risks, ensures compliance, and assesses regulatory impacts. Led by CEO.

3.1 Code of Conduct

Code of Conduct

3.2 Corporate Governance Guidelines

Corporate Governance Guidelines

3.3 AML & Financial Crime Policy & Procedures

Anti-money Laundering & Combating of Financial Crime

3.4 Whistle Blowing Policy

Whistle Blowing Policy
Whistle Blower Form

3.5 Complaints & Dispute Resolution

Complaints & Dispute Resolution Policy & Procedures

Licensed as a Conventional Wholesale Bank by the Central Bank of Bahrain