Corporate Governance

We are committed to upholding the highest standards of corporate governance and integrity.

Corporate Governance Landscape

Introduction
At Saradar Bank, we are committed to upholding the highest standards of corporate governance and integrity.
We believe that effective board and management oversight, combined with solid corporate governance practices, drive the long-term success of our Bank. We continuously seek to enhance and promote exemplary core values and strong ethics throughout the organization.
Our systems, processes, and policies are aligned with industry leading standards to ensure full compliance with laws and regulations. We continuously monitor our structures to identify potential improvements, and implement international best practices with regards to transparency and corporate governance.
We seek to lead by example: we have established high standards at all levels and make every effort to meet them. We understand that trust, confidence and engagement with our clients, employees, shareholders and the wider community are at the heart of our business; achievements are a source of pride when reached through the right set of values.
How we operate
At Saradar Bank, the Board sets the tone at the top, working in close collaboration with management to ensure the proper conduct of business. The Board promotes integrity and corporate values, through a sound corporate governance framework.
We are very proud of the Bank's leadership in corporate governance. Indeed, Saradar Bank received CFI.co's Best Bank Governance Award in Lebanon for 2016. We continued to build on these strong foundations to properly implement our strategy, deliver a strong performance and sustained growth.

Shareholders

38.45%

Saradar Partners

12.62%

Wiederkehr Group Holding SAL

12.07%

Sté Al Bustania SAL

12.04%

Shammas Economic Institute SAL

11.32%

Saifi Invest Holding SAL

4.58%

Carlos Ghosn

2.38%

Beatrice Wiederkehr

2.03%

Myrna Bustani

1.96%

Jamil El-Khazen

1.96%

Laura El-Khazen Lahoud

0.59%

Others

Board Governance Framework

Saradar Bank boasts a clear, well-structured governance framework to support the Board in achieving its long term strategic goals and generating sustainable returns for shareholders. This framework defines the role of the Board and management by setting out their respective priorities and ensuring all critical concerns are addressed.

Corporate Governance Approach

The Board of Directors of the Bank
is composed of highly qualified, independent and diverse members with a strong blend of experience and diverse expertise. They are leaders in their fields, bringing a wealth of knowledge to their role.
The Board is composed
of a number of Directors sufficient for it to exercise its duties and responsibilities, and function efficiently. This number may vary between 3 and 12 members, and currently, stands at 9.
The Directors' deep commitment is essential
to the Bank's successful performance. It is ultimately responsible for ensuring the proper conduct of business and for overseeing the management of the Bank. The Board is primarily responsible for improving the Bank's value to its shareholders by defining strategic direction and objectives, providing leadership and guidance, putting in place a sound corporate governance framework, promoting corporate values and ensuring that effective internal control processes are in place.
In order to preserve its necessary independence from management,
the Board aims to increase its number of independent non-executive Directors in future exercises. The Corporate Governance standards set forth herein reflect best practices in the industry. In light of changing circumstances, the Board reevaluates governance principles from time to time and where deemed necessary, to ensure the Bank remains at the vanguard of leading corporate governance practices.

Composition of The Board of Directors

A minimum of four Board meetings are scheduled per year, two of which should be held in Lebanon. Board members are required to attend all Board meetings, with exceptions made for extraordinary extenuating circumstances.

Our Board of Directors

Board Committees

The composition of each Committee is approved by the Board, in line with applicable rules and procedures and any other relevant consideration. In endorsing suitable membership on Committees, the Board makes every effort to compose each Committee with Directors who strike the right balance of know-how, experience, and diversity of perceptions.

Board Committees	Chairperson	Members
Audit Committee	Mr. Ralph Abi Nader	Saifi Invest Holding sal represented by Mr. Christian Mecattaf Mr. Pierre Naggear
AML/CFT Committee	Mr. Michel Ferneini	Mr. Christian Steinfels Mr. Ibrahim Salibi
Renumeration, Nomination and Corporate Governance Committee	Mr. Pierre Naggear	Saifi Invest Holding sal represented by Mr. Nabil Moukattaf Shammas Economic Institute sal represented by Mr. Nizam Shammas
Risk Committee	Mr. Ibrahim Salibi	Shammas Economic Institute sal represented by Mr. Nizam Shammas Mr. Ralph Abi Nader

High Level Structure

Business Lines

Private Banking
Wealth Management
Advisory & Investment Banking
Treasury & Capital Markets

Support Functions

Compliance
Communication
Finance
Human Resources
Information Security
Information Technology
Internal Audit
Legal
Operations
Risk Management

Legal Advisors
- El Khoury & Partners Law Firm
- Sarkis & Associates Law firm
Auditors
- DFK Fiduciaire du Moyen Orient
- Mazars
Management Committees
- General Management Committee
- Assets & Liabilities Committee
- Credit Committee
- Fiduciary Committee
- Information Security Committee
- Organization and Compliance Committee
- Purchasing and Procurement Committee
- Non-Performing Loans Committee