Board Members Duties and Responsibilities
Board of Directors General Responsibilities
The Board of Directors bears full responsibility for CINET, including setting its strategic objectives and governance standards, as well as the responsibility for implementing them and supervising the integrity of their application, in addition to the responsibility for supervising the Executive Management, including the CEO. The BOD bears all responsibilities related to the Company’s operations and financial soundness, ensuring that CBK’s requirements are met, preserving the interests of shareholders, employees and other stakeholders and confirming that the Company’s management is carried out prudently and within the framework of the applicable laws and instructions and the Company’s internal policies.
Corporate Organizational Structure
Board of Directors Composition
CINET’s Board of Directors consists of seven members elected by the General Assembly. Pursuant to the Ordinary General Assembly meeting held on 12 August 2021, the Board of Directors was elected from the shareholder members with the approval of the General Assembly and the relevant authorities, in accordance with CBK’s Resolution No. (90-B/439/2019) regarding Experts Rules and Regulations as provided for in Article (9) of Law No. (09) of 2019 Regulating the Exchange of Credit Information, in terms of CINET Board membership candidates. On behalf of the Board of Directors, the Nominations and Remuneration Committee, emanating therefrom, examined the papers of the candidates elected for the BOD membership for the new session (2020 - 2023). It was confirmed that all candidates fulfilled the requirements stipulated in the aforementioned CBK’s resolution
The Role of the Chairman of the Board of Directors
In the context of the importance of this role, the Chairman of the Board of Directors works to ensure smooth conduct of the BOD’s work, maintain mutual trust among members and ensure that the BOD makes decisions based on sound foundations and thorough information. He also seeks to exchange viewpoints within the BOD and ensure that sufficient information reaches each of the Board members and shareholders in a timely manner. He also undertakes a major role in maintaining a constructive relationship between the BOD and Executive Management, ensuring that sound governance standards are provided by the Company.
Board of Directors and Executive Management Relationship
CINET features an obvious cooperation and a clear definition of powers between the Board of Directors and Executive Management therein, which is one of its key pillars of governance, where the BOD guides and leads, while the Executive Management is responsible for preparing and implementing the strategies and policies approved by the BOD, emphasizing the independence of the BOD and its members from the Executive Management. The BOD ensures that Executive Management activates policies related to granting or limiting activities and relationships that may impact the quality of the Company’s governance rules, such as conflicts of interest and bonus policies
Organization of the Board’s Work
As part of the current session, which began in accordance with Board of Directors Resolution No. 07 (2020- 2021), dated 12/08/2021, the Board of Directors held fourteen (14) meetings during 2023, as meetings are called whenever the need arises. The number of meetings held exceeds the supervisory requirements and those related to corporate governance, where the least of six (6) meetings shall be held during the year, with at least one meeting per quarter. The decisions passed within the meetings were mandatory and became part of the Company’s records.
Board of Directors Responsibilities and Tasks:
The duties and responsibilities of the Board of Directors include the following, for example: Approving the Company’s significant objectives, strategies, plans and policies
- Approving annual estimated budgets and approving interim and annual financial statements.
- Supervising the Company’s major capital expenditures.
- Ensuring that the Company adheres to policies and procedures that guarantee its respect for internal laws and regulations.
- Forming specialized committees according to a charter that clarifies each committee’s term, powers and responsibilities, and how the BOD shall monitor it.
- Ensuring the CINET’s approved policies and regulations are transparent and evident in a manner that supports the decision-making process and the segregation of powers and authorities between the Board of Directors and the Executive Management.
- Determining the powers delegated to the Executive Management, decision-making procedures and duration of delegation. The BOD also determines the issues on which it reserves the authority to decide.
- Monitoring and supervising the performance of the Executive Management members, ensuring that they perform all their duties
- Determining bonus segments that will be granted to employees, such as fixed or performance-related bonus segment.
- Appointing or dismissing any member of the Executive Management, including the CEO and those in similar positions
- Periodically ensuring the effectiveness and adequacy of the internal control systems in place in the Company.
- Approving the report of the Sharia Supervisory Board for the fiscal year ended 30/09/2023.
The Board of Directors has fulfilled its duties and responsibilities in accordance with the instructions of the regulatory authorities within one year, the most significant of which include the following, for example:
- Approving the interim and annual financial statements.
- Approving CINET’s Strategic Plan
- Adopting and reviewing periodic reports
- Preparing the Board of Directors’ report and the Governance Report.
- Holding the Company’s ordinary and extraordinary general assembly
- Evaluating the performance and work of the committees emanating from the Board of Directors and reviewing the reports issued thereby
- Monitoring, supervising and evaluating the performance of Executive Management and reviewing the reports issued thereby.