Corporate governance policy

Corporate Governance is the system by which, companies are directed and controlled so as to maximise their objective effectiveness. Therefore, good governance of a corporate is of interest not only to shareholders but also to the society at large, as it promotes superior and transparent corporate performance.

Corporate Governance reiterates the critical role of managers in the corporate world. A Corporate Governance policy should communicate the responsibility of the managers to ensure good performance and maximisation of profits, which should always be achieved through ethical and transparent dealings.

To this end, the Corporate Governance policy is enunciated below.

  • Preamble

    In Governance matters, the Board of Directors is the focal point and the fulcrum of accountability in the system. ADCB India does not have a local Board of Directors and, therefore, the role of the management team assumes great significance and the managers and management committee should be recognised as developers and monitors of corporate behavior

    ADCB’s India operations will strive for excellence with the twin objective of enhancing customer satisfaction and shareholder value by efficiently conducting its business affairs with customers, employees, regulators, and the society at large, while fully conforming to the laws of India and all the regulations of the Reserve Bank of India and the Central Bank of UAE, as also the Board approved policies of the Bank

  • Objective
    • Our objective is to enhance shareholder value by optimising such value in a legal and ethical manner
    • Ensuring fairness, transparency and respectability in all dealings with all the stakeholders of the bank
  • Aspects of Corporate Governance

    In order to meet the local requirements of the Bank in terms of deposits, business and also to fulfill the capital adequacy and other norms, ADCB India recognises that it will have to build a sound base of trust and confidence with all the entities that it deals with

    Following are the aspects that constitute Corporate Governance

    • Board and CEO in H.O.
    • Country Head-India and Management Committee in India (Function & Responsibility)
    • Financial disclosures & controls
    • Corporate Citizen
    • Board and CEO in H.O.

      The Bank is run by a Board of Directors constituted under the UAE laws and headed by a Chairman. The day-to-day affairs of the Bank are conducted by the Chief Executive Officer who reports to the Board

      • The Board shall approve strategies for managing business and associated risks for the Bank's business in India
      • In the interest of good governance, the key information of Indian operations will be put up to the Board by the CEO at regular intervals. The Board will generally supervise, direct and manage the affairs of the Bank and is vested with necessary powers and authority to do so
      • The CEO will bear on issues of strategy, performance, resource planning, appointment of key personnel (such as Country Head-India) and prescriptions of Standard of Conduct etc and will accordingly seek the approval of the Board of Directors or the relevant committee
    • Country Head-India & Management Committee-India
      • Country Head-India is the Head of the ADCB India operations and will report directly to the EVP, Group Head, WBG in the Head Office
      • The Country Head will be assisted in managing the day-to-day affairs of the Bank in India by the Management Committee
      • The Management Committee of ADCB India will be responsible for the implementation of this Corporate Governance policy in the Indian operations of ADCB
      • The Management Committee headed by the Country Head will be entrusted with establishing the relationship between the H.O. and Indian operations. The Management Committee shall meet at least once a month and shall retain full and effective control over the Indian operations
      • The Management Committee will be responsible for protecting and enhancing shareholder value/wealth at the Indian operations. This will be achieved through adherence to ethical values and transparency in dealings and by strict compliance with directions received from the H.O./Board/regulators
      • It will be the responsibility of Management Committee to ensure that the Banks business in India is conducted as per values and objectives laid down by the H.O. and to ensure that all the relevant rules/regulations and laws are observed in both letter and spirit. The Management Committee will also be responsible for identifying and resolving all matters of conflicts of interest and compliance issues
      • The Management Committee's minutes of the meeting will be sent to the H.O. for information. Periodic financial results will be sent to the H.O. for consideration and presentation.

        Similarly, directions from the Board of Directors will be placed before the Management Committee so that the management team is aware of its role and its responsibility to the Bank

      • The Management Committee will also oversee the customer grievance redressal mechanism and will review the complaints received from the customers. It shall ensure that all grievances are addressed and replied to within a reasonable period of time
    • Financial Disclosure and Controls
      • It will be the responsibility of Management Committee to ensure that all disclosures are made in Bank's Annual Accounts as laid down by the regulatory authorities so as to achieve transparency in its business dealings
      • The Management Committee will be responsible for ensuring that all financial transactions comply with laid down regulations. Further, the Management Committee will ensure that management information is accurate and schedules of authorities are complied with at all times
      • The accounting policies and principles shall be consistent with standard accounting practices and full disclosure requirements will always be made
      • The Bank has various policies in place duly approved by the H.O. and Indian operations shall conduct its business within the parameters laid down in such policies
    • Corporate Citizen

      ADCB India will always endeavor to be a good corporate citizen and recognises its obligation to the Society and the Community. The Managers are the visible manifestation of this responsibility and by their bearing and behavior will perform their role as good Corporate citizens in all respects

      • The function of the Bank is not just to accept deposits for the purpose of lending and investment, but also extends to securing the Bank's property of all kinds, and keep it protected from loss, corruption, misuse, fraud, theft or any potential harm or detriment
      • The managers must handle with care and courtesy, and investigate impartially, all customer complaints or grievances concerning their relations with the Bank. They will reply to the customer in writing, within a reasonable time, e.g. within 3 working days, after investigation
      • It is not only the Bank's commitment to treat all the customers, vendors or suppliers equitably and fairly while conducting Bank's affairs, but it extends to the employees also while supporting the productivity, personal goals and dignity of all employees.
      • Managers must ensure that their work behaviour is always harmonious with the spirit of human rights and does not involve any discrimination or prejudice
      • Manager and other staff should avoid "conflict of interest”. This will include extending facilities to friends/relatives, dealings involving buying or selling through them, entering into private arrangements with other parties at the cost of the Bank, taking undue advantage of Bank customers, etc
      • Managers and staff should not build up their personal relationship with a borrower detrimental to the Bank's interest. For instance, avoid giving an impression that the staff member is in a position to extend facilities, which otherwise will not be agreeable to the management
      • Managers and other staff members are not allowed to hold securities, documents or other valuables in personal custody on behalf of the customers unless these have been recorded as per laid down procedures and an acknowledgment letter has been duly issued to the customer
      • Managers and staff members are not allowed to keep with them any securities, cash or documents except during the day in connection with discharging of their assigned functions. These items must be lodged in safe custody as soon as the work is completed during the day or by close of business each day
      • All staff members must observe strict confidentiality towards customers and should not disclose details of their deposit account or other information/data, which are known to them in the course of the Banking relationship

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