Corporate Governance Guidelines
Since 2006, and in line with the local, regional and international increasing awareness by supervisory authorities, credit rating agencies, and investors, the Board of Directors of Banque BEMO adopted, to the best possible, the Corporate Governance Guidelines setting out the specific roles, duties and responsibilities and rights of the Directors of the Bank. The main objective of the guidelines was to act as the Modus Operandi for the sound application of the Corporate Governance requirements at the Bank. Acting in accordance with the prerogatives of the newly published Banque du Liban (BDL) Intermediaary Circular No 255 published in April 2011, the Bank restated its corporate governance guidelines under a newly published Corporate Governance Manual whereby its sole purpose was to realign the bank’s Corporate Governance principles and guidelines with the amendments and new practices introduced by international bodies and requirements of regulatory authorities.
Corporate governance is undertaken with due regard to all of the Bank's stakeholders and its role in the community. Sound corporate governance is a fundamental part of the culture and the business practices of the Bank. The Board’s Governance Guidelines serve as the backbone of the bank’s governance structure. They provide management and directors with a clear road map of their respective responsibilities. These guidelines, which are reviewed and updated on an annual basis, detail clearly those matters requiring Board and committee approval, advice or review. The Board of Directors recognizes that good corporate governance is and has been fundamental to the success of the bank’s business. Not only has it helped establish the Bank’s credibility and corporate reputation, it has also enhanced shareholder value, provided assurance to investors, strengthened customers’ trust in the bank’s businesses and improved the overall competitive positioning Learn more .
The Bank’s Governance Model is in line with the relevant regulatory requirements as well as best market practices. The Governance Model is continuously reviewed by the Board to ensure it remains relevant and is able to meet future challenges.
The Bank believes that sound corporate governance is not only achieved by full abidance to regulatory requirements, but that it also stems from the corporate culture established in the Bank as well as the integrity of the Bank’s management and its employees.
Key principles of the Bank's corporate governance involve:
- Protection of the shareholders' rights,
- Establishment of a structure enabling the Bank to set the strategic objectives and promote existing key corporate values as well as establishment of an adequate infrastructure required for their implementation and monitoring, which is achieved, among other, through efficient functioning of the internal control system,
- Good and transparent relations and communication between all the Bank's bodies, employees, management, shareholders, Bank's customers and the public.
At Banque BEMO sal, we believe that effective corporate governance practices are essential to achieving and maintaining public trust and confidence in the banking system, which are critical to the proper functioning of the banking sector and economy as a whole.
At the micro level, the Bank operates with the main concern of meeting its shareholders’ expectations, to protect the interests of its depositors and to continuously earn the trust of all its stakeholders, guaranteeing the successful achievement of its long term strategy and objectives.
As such, Banque BEMO sal is committed through the dedication of its Board of Directors and Senior Management, to ensuring strict corporate governance practices in line with the local regulators requirements and international corporate governance standards, inclusive of, but not limited to, those stipulated in the following documents:
- BDL basic circular no. 106 – Corporate Governance in conventional banks (2006, updated in 2011 with the intermediary circular no. 255)
- BDL basic circular no. 118 – Board practices and Board committees.
- BDL basic circular no. 77 – Internal controls.
- BCC circular no. 271 – Guidelines for the implementation of internal control systems.
- Corporate Governance Principles of the Organization for Economic Co-operation and Development (OECD).
- Basel Committee publications and consultative document: “Enhancing corporate governance of banking organizations” – published in 2010.
- The principles for sound compensation practices of the Financial Stability Forum.
- The publications of the International Accounting Standard’s Board (IAS and IFRS)
Duties & Reponsibilities of the Board
The Board recognizes the importance of having the six basic principles as indicated below to form a good governance system.
The Board is responsible for governing the business and affairs of the Bank and for exercising all such powers pursuant to the Articles of Association of the Bank. While carrying out their duties and responsibilities, the Board is committed to ensuring that the highest corporate governance standards are adhered to. The overall principle responsibilities of Board are as follows:
- Providing strategic leadership to the Bank;
- Reviewing, approving and monitoring the implementation of the Bank’s strategic business plans and policies;
- Ensuring the Bank maintains an effective system of internal controls and is able to identify and manage principal risks resulting in efficiency in operations and a stable financial environment;
- Acting as a guardian of the Bank’s corporate values and ethical principles in parallel with the goal to enhance shareholders’ value;
- Monitoring as well as evaluating the performance of the Management to ensure that the performance criteria remains dynamic; and
- Ensuring the formulation of a succession plan for the bank for long-term business continuity.
The Board has also ratified the code of business conduct –deontology and professional ethics, which provides directors, officers and employees with a framework for the ethical conduct and decision-making process related to their specific job functions. The Deontology Code on top of the open door policy pursued by management encourages whistleblower procedures that allow officers and employees who believe a fraudulent activity is being conducted to report this violation on a confidential and anonymous basis directly to the Board of Directors of the Bank.
In addition, the Bank has adopted the following policies:
- The whistle-blowing policy provides employees with accessible avenue to report on suspected fraud, corruption, dishonest practices or other similar circumstances. This policy is to encourage the reporting of such matters in good faith, with the confidentiality of the person making such reports being protected from reprisal, in the best possible manner.
- The Anti Bribery and Corruption Policy, which draws together the Bank’s principles on fighting corruption in all its variants.
- The Compliance Charter, which aims to strengthening, monitoring and controlling the observation of laws, regulations, and internal rules and principles that are relevant to the integrity and to the reputation of the Bank.
- The Disclosure Policy, the Bank ensures to communicate to the public all relevant information in a timely and accurate manner, and in accordance with applicable legal, regulatory, and stock exchange requirements. Disclosure is completed through the Bank’s website, published annual and quarterly financial reports as well as daily summary reports available in both Arabic and English languages.
In addition to the principles and guidelines stated in the above documents.
The proper implementation of the corporate governance framework is guaranteed through:
- The ownership structure of the Bank
- The composition of its Board of Directors
- The defined corporate values of the Bank
- The management organization and structure
Lastly, the acknowledged business standards, ethics and values and their implementation are assessed through the board of directors self assessment checklists and the monitoring of customers’ complaints.
Code of Deontology
Deontology and Ethics are the major foundations of Banque BEMO's principles and guidelines. Those principles have become synonymous with Banque BEMO's name since all business is conducted in an honest, legal, and ethical manner in order to provide state-of-the-art services to our stakeholders, preserve their interests and the Bank's, and to achieve our vision and quest for excellence.
Moral obligations, duties, and right actions are the main pillars for Banque BEMO's operating environment, and the Bank's Code of Deontology is the driving force for all employees who follow high standards of conduct at all times.
After an extensive in-depth review, the Bank's "Code of Deontology and Professional Ethics" was updated in 2006, and training sessions were conducted for all staff members.
The new Code developed several points of concern on the deontological level:
Customer Service :
Relations between the Bank and its clients are based on mutual trust and respect. The Bank will offer all customers the same level and quality of service without any type or form of discrimination.
The Relationship between the Bank
and the Staff :
The Bank will treat all employees equally, provide them with equal career development opportunities, make every reasonable effort to guarantee a healthy and safe working environment, and deal fairly with its customers, suppliers, competitors and employees.
Honesty and Transparency will be applied at all times to enforce shareholders', customers', employees' and community's faith in the Bank.
The Relation with Shareholders :
The Bank is committed to creating exceptional value for its shareholders and aims to maximize long-term shareholder value while providing them with prudent and professional risk management.
The Bank and the Community:
Banque BEMO will always seek to promote conditions of healthy and constructive competition and enhance the reputation and credibility of individual banks and the banking sector as a whole; it will positively contribute to developing the community through donations to charity institutions, and is an environment-friendly institution that will always help preserve a sane surrounding.
Saff Duties and Behavior:
Banque BEMO's employees exhibit the highest standard of professionalism and integrity at all times, show loyalty and commitment to the institution, act in the best interest of the Bank and strive to offer an outstanding quality service.
All employees respect and abide by the Banking Secrecy code, in addition to all governmental laws and regulations, while observing a strict duty of confidentiality and privacy towards both the Bank and its customers.