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Corporate Governance

Corporate Governance Framework
Fransabank is committed to implement sound Corporate Governance practices, which focus on the main guiding principles of transparency, accountability, integrity and fairness in the treatment of all stakeholders. ​

Fransabank Corporate Governance framework revolves essentially around the Corporate Governance Code as adopted by the Board of Directors in line with the regulatory requirements and international best practices. It also includes a set of governance related policies and charters, as well as, a Code of Conduct & Ethics. 

This framework promotes the commitment of the Bank to the highest level of transparency, integrity, fairness and accountability and helps in disseminating a strong governance culture within the Bank by setting the ‘tone at the top’.

The Group’s strategy remains to standardize the implementation of Good Corporate Governance practices across its entities and to strengthen its governance and control culture, taking into consideration the Corporate Governance requirements of host jurisdictions. 
 
Governance Structure

Fransabank governance structure, which aims to provide an efficient framework for the assignment of responsibility and accountability, includes the General Assembly of Shareholders; the Board of Directors; the Chairman; the Deputy Chairman; the various Committees; control functions; the external auditors; senior management and the business and support functions.
 
Rights of Shareholders 
Shareholders enjoy all rights conferred upon them by the Lebanese Code of Commerce, including the right to vote at the General Assembly, the right to receive dividends, the right to transfer their shares and the preferential right to subscribe to capital increases. All common shareholders, including minority shareholders, enjoy the same rights and benefits and have one voting right for each common share (the principle of one share, one vote) without limitation. Shareholders who own registered shares for at least two years are entitled to a double voting right according to Article 117 of the Lebanese Code of Commerce. 
 
Board of Directors
 
Fransabank is governed by a Board of Directors, which consists of twelve members elected by the General Assembly of shareholders for three years. 

The management of the Bank is vested in the Board of Directors, which, at Fransabank, consists of a sufficient mixture of non-executive and independent members. The majority of Board members qualify as non-executive. This composition aims to safeguard the governance and effectiveness of the Board and to ensure the objective of adding value to all shareholders, investors, clients and community in the short, medium and long terms.

The Board has overall responsibility of the Bank, including adopting and overseeing the implementation of the Bank’s strategic objectives, risk strategy, risk policies, corporate governance and corporate values, as well as ensuring that adequate, effective and independent controls are in place. 

A charter of the Board of Directors was developed in line with the prevailing Lebanese laws & regulations and international good practices. The charter aims to define the composition, roles and responsibilities and the authority of the Board of Directors, including the adoption of a framework to collectively evaluate the Board performance in relation to its compliance with the Corporate Governance Principles.

During 2016, the Board of Directors has met four times.

In carrying out its oversight responsibilities, the Board is supported by the Corporate Governance Committee, Board Risk Committee, Audit Committee and the Remuneration Committee. These committees are chaired by independent non-executive members. 


 
Board Members
 
H.E. Mr. Adnan Kassar    Executive Director
Mr. Adel Kassar    Executive Director
Mr. Antoine Jeancourt Galignani    Non-Executive Director
Chair of the Audit Committee and the Corporate Governance Committee
Mr. Bernd Tümmers    Non-Executive Director
Member of the Board Risk Committee
The Public Institution for Social Security – Kuwait    Non-Executive Director
Mrs. Magda Rizk    Non-Executive Director
Chair of the AML/CFT Board Committee
H.E. Mr. Nehmé Tohmé    Non-Executive Director
H.E. Mr. Walid Daouk, Esq    Non-Executive Director
Member of the Audit Committee, the Corporate Governance Committee, the AML/CFT Board Committee and the Remuneration Committee
Mr. Rafic Charafeddine    Non-Executive Director
Chair of the Remuneration Committee
Mr. Nadim Kassar    Executive Director
Mr. Henri Guillemin

Dr. Walid Naja
   
Non-Executive Director 
Chair of the Board Risk Committee
Non-Executive Director
Member of the Board Risk Committee, the Audit Committee, the Corporate Governance Committee, the Remuneration Committee and the AML/CFT Board Committee

 
 
Charter of Board Committees
 
The Corporate Governance Committee, Risk Management Committee and Audit Committee meet at least quarterly and when necessary. The Remuneration Committee shall meet at least semi-annually. A charter was established to each Committee, which indicates the Committee’s scope of work, membership structure and composition, meetings, as well as, its roles and responsibilities. The Charters are regularly updated to ensure compliance with local and international standards.

During 2016, each of the Corporate Governance Committee, the Board Risk Committee and the Audit Committee held four meetings and the Remuneration Committee held two meetings.

Corporate Governance Committee

The responsibility of the Corporate Governance Committee is to provide oversight of all material Corporate Governance issues affecting the Bank and its subsidiaries and to ensure that Fransabank Corporate Governance practices are in line with the regulatory requirements and international best practices. 

Board Risk Committee

The Board Risk Committee’s responsibilities are to assist the Board of Directors in fulfilling its risk-related duties and to oversee the proper implementation of the risk management principles. In discharging its responsibilities, the Committee monitors the Bank’s risk profile through the reports submitted by the Chief Risk Officer to the Board Risk Committee prior to presenting them to the Board of Directors. The Committee is also responsible for recommending to the Board of Directors the Bank’s risk policy including the risk appetite and risk tolerance. ​
  
Audit Committee

The Audit Committee is established to assist the Board of Directors in its oversight responsibilities regarding the:

  • Evaluation of the internal control regulations and procedures
  • Assessment of the qualifications and independence of the external auditors
  • Supervision of the internal audit’s activities
  • Integrity of the financial statements
  • Review of the Bank’s disclosure standards

Remuneration Committee

The Remuneration Committee ensures that the Bank has comprehensive remuneration policies and procedures and oversees their implementation.

In December 2016, the Board has established an Anti-Money Laundering/Combating the Financing of Terrorism - AML/CFT Board Committee. The Committee’s charter is under preparation to be further submitted to the Board of Directors for approval.
Management

The Chairman of the Board may suggest to the Board the appointment of one or more General Managers and Deputy General Managers, who shall act for account and under the full responsibility of the Chairman. In addition, senior management would include heads of key departments to support the general management in running the day-to-day management of the Bank. 

Specialized Management Committees are established, whose members include senior staff, having the responsibility to set strategies and take decisions as necessary for the development of the Bank’s activities. 

Control Functions

Fransabank implements sound internal control systems to ensure appropriate segregation of duties and avoidance of conflicts of interest within the organization structure. 

The Bank recognizes the importance of implementing sound control functions at the Bank including risk management, compliance, internal audit and inspection functions. These functions ensure that the Bank’s activities are performed in accordance with the prevailing laws and regulations, as well as, with the Bank’s policies and procedures.
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No.1 on the list of banks. BDL Authorization No. 11/438 dated 21.09.2006. Designed and developed by Borninteractive