Governance Manual

The ultimate responsibility for the Bank’s activities and financial safety with its Board of Directors. This responsibility means that the board does not carry out executive and day-to-day    management of the bank, but rather sets strategies and policies for the bank and exercises the role of supervising the management and the extent of its commitment to these policies. In this context, The Board is responsible for the performance of the management and any shortcomings associated with it, towards the Central Bank of Libya, the General Assembly (shareholders) and the other concerned parties, affected by the bank’s performance, such as depositors, creditors and employees. The responsibility of the board remains even if some of its powers are delegated to other committees, entities or individuals.

A member of the board of directors is considered a representative of all shareholders, and he/she must do whatever serves the interest of the bank in general and not what achieves his/her personal interests or the interests of the party he/she represents or that voted on his/her appointment to the board of directors.

The board must also discuss its tasks specified in the statute, in its meetings during the year, including evaluating the performance of the board, its committees, senior management, and executive management, through the Remuneration and Appointments Committee, strategic plans along with the other policies and procedures related to all the activities of the bank. As well as those matters relating to discipline and internal control.

A notification letter is to be issued by the chairman of the board or his/her representative appointing each member of the board of directors, based on the decision of the general assembly, or the board of directors in case of secondment, after the approval of the Central Bank of Libya, through which the board clarifies his/her rights, duties and responsibilities.

Board meetings are held periodically and according to the requirements of the Libyan Commercial Activity Law and the bank’s articles of association, at least once every three months, dedicated to discussing and dealing with any decisions related to its supervisory role in running the bank’s business, along with discussing any other issues related to the bank’s activities.  The   main topics are clarified in the Agenda for each meeting to ensure coverage of all topics. The members who attended the meeting are also registered and disclosed in accordance with the bank’s statute.

According to the statute, the invitation of the meeting must be sent to board of directors, accompanied by the agenda, must be sent at least five days before the date set for the meeting, by a registered letter, or by hand delivery to the member in return for his/ her signature to that effect, or by email.  All related reports and other documents, referred to in the agenda, must be attached, in due time, and not less than five days before the meeting in order to enable members to study the topics presented in an adequate manner, and take appropriate decisions regarding of them.

The financial treatment of the chairman and members of the board of directors is determined by a decision of the bank’s general assembly, based on a proposal from the board, and in accordance with the recommendations of the appointments and remuneration committee, stipulated in the bank’s governance guide, and is granted as of the date of the member’s attendance to the first meetings of the board.