SAIB# 1354 - SAIB_Governance V18 copy
CORPORATE GOVERNANCE FRAMEWORK 2016 OBJECTIVES
CORPORATE GOVERNANCE PILLARS
BUSINESS ENVIRONMENT
EQUAL CONCERNS FOR STAKEHOLDERS
GOVERNANCE PILLARS - REGULATING AGENCIES
ROLE OF KEY PLAYERS BALANCED OBJECTIVES
STAKEHOLDERS
DECISION-MAKING PROCESS ETHICAL APPROACH CLEAR ACCOUNTABILITY AND TRANSPARENCY
CUSTOMERS
SHAREHOLDERS
INTERNAL CONTROL MECHANISMS
• ANNUAL REPORT
• CONSTITUTIONAL RIGHTS
• ANNUAL GENERAL ASSEMBLY
• DIVIDEND ENTITLEMENT
1 Anti-Money Laundering (AML) 2 Compliance Monitoring / Inspection 3 Internal Audit Monitoring
• STATUTORY AUDITORS
• RATING AGENCIES
• COMPLAINTS HANDLING MECHANISM
• VOTING RIGHTS
4 Quality Control 5 Risk Management Framework
BOARD OF DIRECTORS
• FLEXX CALL CONTACT CENTER • MOBILE AND ONLINE BANKING • RELATIONSHIP MANAGERS (RMs) • SOCIAL MEDIA CHANNELS • VOICE OF CUSTOMER UNIT • WEBSITE
SUBSIDIARIES AND ASSOCIATES
SERVICE LEVEL AGREEMENTS (SLAs)
• ALISTITHMAR CAPITAL • AMEX SAUDI ARABIA
ENVIRONMENT AND COMMUNITY • AWARENESS AND VOLUNTEER PROGRAM
• EDUCATION PROGRAMS
• CORPORATE SOCIAL RESPONSIBILITY (CSR)
• SPONSOR POLICY
• HEALTH AWARENESS PROGRAM
• SUSTAINABILITY POLICY
• ENVIRONMENT PROTECTION
STAFF
& ANNUAL REPORT
• ETHICAL SOURCING STANDARDS • COMPLAINT MANAGEMENT FRAMEWORK • PROCUREMENT AND VENDOR MANAGEMENT POLICY • OUTSOURCING POLICY
• CODE OF CONDUCT • "ASK HR" - HR HELP DESK • "MY IDEA" • COMPANY INTERNAL MAGAZINE • EMPLOYEE ENGAGEMENT SURVEY • INNOVATION CENTER • PERFORMANCE REVIEWS - SEMI - ANNUAL - ANNUAL
Principle 1: Principle 2: Principle 3: Principle 4: Principle 5: Principle 6:
SEVEN KEY PILLARS - SAIB
• SAUDI ARABIAN MONETARY AGENCY (SAMA) • CAPITAL MARKET AUTHORITY (CMA) • MINISTRY OF COMMERCE AND INVESTMENT (MOCI)
RECOGNITIONS AND AND CERTIFICATIONS RECOGNITIONS CERTIFICATIONS
Board Committees Best Social Media Service Banker Middle East
Best Customer Loyalty Programs Banker Middle East
DISCLOSURE AND TRANSPARENCY • Policies and Procedures Related to Disclosure • Disclosure in the Board of Directors’ Report BOARD OF DIRECTORS • Main Functions of the Board • Responsibilities of the Board • Formation of the Board • Committees of the Board • Audit Committee • Nomination and Remuneration Committee • Meetings of the Board • Remuneration and Indemnification of Board Members • Conflict of Interest Within the Board
• POLICIES • PROCEDURES • INTERNAL CONTROL MECHANISMS • SERVICE LEVEL AGREEMENTS • SYSTEMS • BALANCED SCORECARDS (BSC) • KEY PERFORMANCE INDICATORS (KPIs)
31 Board Policies Approved
• FINANCIAL ACTION TASK FORCE (FATF / MENA FATF) • UNITED NATIONS / SECURITY COUNCIL • U.S. TREASURY OFFICE OF FOREIGN ASSET CONTROL (OFAC) • FINANCIAL STABILITY BOARD (FSB)
STANDARD OPERATING AND ACCOUNTING PROCEDURES
Represent and Report to
Rights of Shareholders and General Assembly
Nomination and Remuneration Committee
Audit Committee
Shariah Committee
• General shareholders' rights • Exercise of shareholders' rights • Shareholders’ rights related to the General Assembly • Shareholders’ voting rights • Shareholders’ dividend rights
Responsibilities and Authorities
Board Sub-Committees
King Khalid Award (for Responsible Competitiveness)
Mamagement Committees
King Abdulaziz Award for Quality
Board Risk Committee
RIGHTS OF SHAREHOLDERS AND GENERAL ASSEMBLY • General Rights of Shareholders • Facilitation of Shareholders’ Exercise of Rights and Access to Information • Shareholders Rights Related to the General Assembly • Voting Rights • Dividend Rights of Shareholders
BOARD APPROVED POLICIES WITH OWNERS
INTERNATIONAL REGULATORS
BOARD OF DIRECTORS
Executive Committee
CAPITAL MARKET AUTHORITY (CMA)
CLOSING PROVISIONS • Publication and Entry Into Force
• AMLAK INTERNATIONAL • SAUDI ORIX LEASING
ACHIEVEMENTS SHAREHOLDERS ANNUAL MEETING
ACHIEVEMENTS
Board Members Qualifications Board Composition and Appointment Board Responsibilities Board Committees Rights of Shareholders Disclosure and Transparency
LOCAL REGULATORS
• RECOGNITION AND AWARDS PROGRAM • REGULAR MANAGEMENT MEETINGS • SECURE CHANNELS FOR SUGGESTIONS AND FEEDBACK • SILAH • SAIB TRAINING ACADEMY • YAMMER" (STAFF SOCIAL MEDIA) • "CREATIVE MORNINGS" SESSION (DIRECT CEO-EMPLOYEE ENGAGEMENT PROGRAM)
Appoint / Remove
Board’s Overall Responsibilities Board Qualifications and Composition Board’s Own Structure and Practices Senior Management Governance of Group Structures Risk Management Risk Identification, Monitoring, and Controlling Risk Communication Compliance Internal Audit Compensation Disclosure and Transparency The Role of Supervisors
SAUDI ARABIAN MONETARY AGENCY (SAMA)
- SEMI-ANNUAL & ANNUAL PERFORMANCE REPORTS TO THE BOARD OF DIRECTORS
VENDORS AND SERVICE PROVIDERS 47 Service Level Agreements (SLAs)
• BRANCHES • CONSUMER COMPLAINT UNIT • CONSUMER PROTECTION POLICY • CONSUMER AWARENESS & EDUCATION • CUSTOMER RESEARCH • CUSTOMER SATISFACTION SURVEY
Principle 1: Principle 2: Principle 3: Principle 4: Principle 5: Principle 6: Principle 7: Principle 8: Principle 9: Principle 10: Principle 11: Principle 12: Principle 13:
BASEL III
• General responsibilities • Relationship to Articles of Association • Carrying out the directors' duties • Shareholder representation • Maintaining high ethical standards • Delegation of power to executive management • New Board member orientation • Avoiding conflicts of interest • Access to officers and employees
Corporate Governance Sub-Committee
Functions
Management
Credit
ALCO
Enterprise Risk Management
IT Steering
Information Security
Compliance
• Approving Corporate Governance Guidelines • Developing policies and procedures for membership • Outlining policies regulating stakeholder relationships • Social contributions and donations • Approving strategic plans • Approving major policies and planning documents • Ensuring effectiveness of internal control systems • Approving policies to maintain compliance with laws and regulations • Approving any new or revised compensation packages • Recommending dividend distributions to shareholders
182 Standard Operating and Accounting Procedures Approved
Best Loyalty Programs Global Banking & Finance Review
Best Bank for Social Media Channels Global Banking & Finance Review
Management Sub-Committees
Disclosure and Transparency
Business Continuity Management
Sustainability
Securities Valuation
Structured Solutions
Financial Fraud Control
Operational Risk Management
Stress Testing
Labor
• Capital Market Authority listed companies compliance manual relating to disclosure and transparency • SAMA principles of corporate governance • SAMA guidelines for rules on compensation practices • The release of financial information and other related disclosure may only be made upon the approval of the Chairman of the Board or the Chief Executive
ISO CERTIFICATES Digital Excellence Award 1437H Communications and Information Technology Commission
Great Place to Work
Certificate of Compliance
Payment Card Industry Data Security Standard
Other Control Levers
This is to certify that
PCI DSS Ver 3.1 compliant
The Saudi Investment Bank at Al Maather Street, P O Box ۳٥۳۳ , Riyadh -۱۱٤۸۱, Kingdom of Saudi Arabia has been validated for compliance as an Issuer and an Acquirer under Payment Card Industry Data Security Standard (’PCI DSS’) version ۳٫۱ by M.Kuppuswamy PSG & Co LLP. on the date mentioned in this certificate.
January 2016 ,20 Panaiyur S. Gopalakrishnan, QSA Code : ۲۰۰ - ۱۸٦ Disclaimer:
Issue Date
M.Kuppuswamy PSG & Co LLP makes no representations or warranties regarding The Saudi Investment Bank’s business activities or operations. Please contact The Saudi Investment Bank in case you have any queries about their products, services or customer support. This Certificate indicates that The Saudi Investment Bank has been assessed under the requirements of the PCIDSS validation methods and were found to be compliant to PCIDSS on the date of issue and declares no other guarantees
Note: This certificate is valid for one year from the date of issue
319 186 217
PAM & SAM SAIB Applications Inventory SAIB SMS Messages
182 95 360
SOAPs Points Algorithm External Forms
298 Internal Forms 1760 Authority Statements
CORPORATE GOVERNANCE PILLARS
BUSINESS ENVIRONMENT
EQUAL CONCERNS FOR STAKEHOLDERS
GOVERNANCE PILLARS - REGULATING AGENCIES
ROLE OF KEY PLAYERS BALANCED OBJECTIVES
STAKEHOLDERS
DECISION-MAKING PROCESS ETHICAL APPROACH CLEAR ACCOUNTABILITY AND TRANSPARENCY
CUSTOMERS
SHAREHOLDERS
INTERNAL CONTROL MECHANISMS
• ANNUAL REPORT
• CONSTITUTIONAL RIGHTS
• ANNUAL GENERAL ASSEMBLY
• DIVIDEND ENTITLEMENT
1 Anti-Money Laundering (AML) 2 Compliance Monitoring / Inspection 3 Internal Audit Monitoring
• STATUTORY AUDITORS
• RATING AGENCIES
• COMPLAINTS HANDLING MECHANISM
• VOTING RIGHTS
4 Quality Control 5 Risk Management Framework
BOARD OF DIRECTORS
• FLEXX CALL CONTACT CENTER • MOBILE AND ONLINE BANKING • RELATIONSHIP MANAGERS (RMs) • SOCIAL MEDIA CHANNELS • VOICE OF CUSTOMER UNIT • WEBSITE
SUBSIDIARIES AND ASSOCIATES
SERVICE LEVEL AGREEMENTS (SLAs)
• ALISTITHMAR CAPITAL • AMEX SAUDI ARABIA
ENVIRONMENT AND COMMUNITY • AWARENESS AND VOLUNTEER PROGRAM
• EDUCATION PROGRAMS
• CORPORATE SOCIAL RESPONSIBILITY (CSR)
• SPONSOR POLICY
• HEALTH AWARENESS PROGRAM
• SUSTAINABILITY POLICY
• ENVIRONMENT PROTECTION
STAFF
& ANNUAL REPORT
• ETHICAL SOURCING STANDARDS • COMPLAINT MANAGEMENT FRAMEWORK • PROCUREMENT AND VENDOR MANAGEMENT POLICY • OUTSOURCING POLICY
• CODE OF CONDUCT • "ASK HR" - HR HELP DESK • "MY IDEA" • COMPANY INTERNAL MAGAZINE • EMPLOYEE ENGAGEMENT SURVEY • INNOVATION CENTER • PERFORMANCE REVIEWS - SEMI - ANNUAL - ANNUAL
Principle 1: Principle 2: Principle 3: Principle 4: Principle 5: Principle 6:
SEVEN KEY PILLARS - SAIB
• SAUDI ARABIAN MONETARY AGENCY (SAMA) • CAPITAL MARKET AUTHORITY (CMA) • MINISTRY OF COMMERCE AND INVESTMENT (MOCI)
RECOGNITIONS AND AND CERTIFICATIONS RECOGNITIONS CERTIFICATIONS
Board Committees Best Social Media Service Banker Middle East
Best Customer Loyalty Programs Banker Middle East
DISCLOSURE AND TRANSPARENCY • Policies and Procedures Related to Disclosure • Disclosure in the Board of Directors’ Report BOARD OF DIRECTORS • Main Functions of the Board • Responsibilities of the Board • Formation of the Board • Committees of the Board • Audit Committee • Nomination and Remuneration Committee • Meetings of the Board • Remuneration and Indemnification of Board Members • Conflict of Interest Within the Board
• POLICIES • PROCEDURES • INTERNAL CONTROL MECHANISMS • SERVICE LEVEL AGREEMENTS • SYSTEMS • BALANCED SCORECARDS (BSC) • KEY PERFORMANCE INDICATORS (KPIs)
31 Board Policies Approved
• FINANCIAL ACTION TASK FORCE (FATF / MENA FATF) • UNITED NATIONS / SECURITY COUNCIL • U.S. TREASURY OFFICE OF FOREIGN ASSET CONTROL (OFAC) • FINANCIAL STABILITY BOARD (FSB)
STANDARD OPERATING AND ACCOUNTING PROCEDURES
Represent and Report to
Rights of Shareholders and General Assembly
Nomination and Remuneration Committee
Audit Committee
Shariah Committee
• General shareholders' rights • Exercise of shareholders' rights • Shareholders’ rights related to the General Assembly • Shareholders’ voting rights • Shareholders’ dividend rights
Responsibilities and Authorities
Board Sub-Committees
King Khalid Award (for Responsible Competitiveness)
Mamagement Committees
King Abdulaziz Award for Quality
Board Risk Committee
RIGHTS OF SHAREHOLDERS AND GENERAL ASSEMBLY • General Rights of Shareholders • Facilitation of Shareholders’ Exercise of Rights and Access to Information • Shareholders Rights Related to the General Assembly • Voting Rights • Dividend Rights of Shareholders
BOARD APPROVED POLICIES WITH OWNERS
INTERNATIONAL REGULATORS
BOARD OF DIRECTORS
Executive Committee
CAPITAL MARKET AUTHORITY (CMA)
CLOSING PROVISIONS • Publication and Entry Into Force
• AMLAK INTERNATIONAL • SAUDI ORIX LEASING
ACHIEVEMENTS SHAREHOLDERS ANNUAL MEETING
ACHIEVEMENTS
Board Members Qualifications Board Composition and Appointment Board Responsibilities Board Committees Rights of Shareholders Disclosure and Transparency
LOCAL REGULATORS
• RECOGNITION AND AWARDS PROGRAM • REGULAR MANAGEMENT MEETINGS • SECURE CHANNELS FOR SUGGESTIONS AND FEEDBACK • SILAH • SAIB TRAINING ACADEMY • YAMMER" (STAFF SOCIAL MEDIA) • "CREATIVE MORNINGS" SESSION (DIRECT CEO-EMPLOYEE ENGAGEMENT PROGRAM)
Appoint / Remove
Board’s Overall Responsibilities Board Qualifications and Composition Board’s Own Structure and Practices Senior Management Governance of Group Structures Risk Management Risk Identification, Monitoring, and Controlling Risk Communication Compliance Internal Audit Compensation Disclosure and Transparency The Role of Supervisors
SAUDI ARABIAN MONETARY AGENCY (SAMA)
- SEMI-ANNUAL & ANNUAL PERFORMANCE REPORTS TO THE BOARD OF DIRECTORS
VENDORS AND SERVICE PROVIDERS 47 Service Level Agreements (SLAs)
• BRANCHES • CONSUMER COMPLAINT UNIT • CONSUMER PROTECTION POLICY • CONSUMER AWARENESS & EDUCATION • CUSTOMER RESEARCH • CUSTOMER SATISFACTION SURVEY
Principle 1: Principle 2: Principle 3: Principle 4: Principle 5: Principle 6: Principle 7: Principle 8: Principle 9: Principle 10: Principle 11: Principle 12: Principle 13:
BASEL III
• General responsibilities • Relationship to Articles of Association • Carrying out the directors' duties • Shareholder representation • Maintaining high ethical standards • Delegation of power to executive management • New Board member orientation • Avoiding conflicts of interest • Access to officers and employees
Corporate Governance Sub-Committee
Functions
Management
Credit
ALCO
Enterprise Risk Management
IT Steering
Information Security
Compliance
• Approving Corporate Governance Guidelines • Developing policies and procedures for membership • Outlining policies regulating stakeholder relationships • Social contributions and donations • Approving strategic plans • Approving major policies and planning documents • Ensuring effectiveness of internal control systems • Approving policies to maintain compliance with laws and regulations • Approving any new or revised compensation packages • Recommending dividend distributions to shareholders
182 Standard Operating and Accounting Procedures Approved
Best Loyalty Programs Global Banking & Finance Review
Best Bank for Social Media Channels Global Banking & Finance Review
Management Sub-Committees
Disclosure and Transparency
Business Continuity Management
Sustainability
Securities Valuation
Structured Solutions
Financial Fraud Control
Operational Risk Management
Stress Testing
Labor
• Capital Market Authority listed companies compliance manual relating to disclosure and transparency • SAMA principles of corporate governance • SAMA guidelines for rules on compensation practices • The release of financial information and other related disclosure may only be made upon the approval of the Chairman of the Board or the Chief Executive
ISO CERTIFICATES Digital Excellence Award 1437H Communications and Information Technology Commission
Great Place to Work
Certificate of Compliance
Payment Card Industry Data Security Standard
Other Control Levers
This is to certify that
PCI DSS Ver 3.1 compliant
The Saudi Investment Bank at Al Maather Street, P O Box ۳٥۳۳ , Riyadh -۱۱٤۸۱, Kingdom of Saudi Arabia has been validated for compliance as an Issuer and an Acquirer under Payment Card Industry Data Security Standard (’PCI DSS’) version ۳٫۱ by M.Kuppuswamy PSG & Co LLP. on the date mentioned in this certificate.
January 2016 ,20 Panaiyur S. Gopalakrishnan, QSA Code : ۲۰۰ - ۱۸٦ Disclaimer:
Issue Date
M.Kuppuswamy PSG & Co LLP makes no representations or warranties regarding The Saudi Investment Bank’s business activities or operations. Please contact The Saudi Investment Bank in case you have any queries about their products, services or customer support. This Certificate indicates that The Saudi Investment Bank has been assessed under the requirements of the PCIDSS validation methods and were found to be compliant to PCIDSS on the date of issue and declares no other guarantees
Note: This certificate is valid for one year from the date of issue
319 186 217
PAM & SAM SAIB Applications Inventory SAIB SMS Messages
182 95 360
SOAPs Points Algorithm External Forms
298 Internal Forms 1760 Authority Statements
