Corporate Governance

حاکمیت شرکتی

Corporate Governance is a system of rules, policies, and procedures that define how a company s board of directors manages, oversees and controls the operations of a company to control conflicts of interest and ensuring conformity of information for its shareholders and to propose a structure within which the company can attain its objectives. Corporate Governance includes principles of equity, transparency, responsibility, accountability and security. Furthermore, it ensures and enhances the efficiency of the company s capital management for the long-term.
It is worth noting that the banking system is one of the most critical and sensitive sectors of the economy, as it is responsible for financing the other economic enterprises as well as providing major financial services to the public sector through their payment systems. The banks also have the responsibility of providing credit and liquidity to help improve the economic situation during a financial crisis. Due to the existence of micro and macro depositors as well as plurality and diversity of the customers users of banking services, the scope of the stakeholders of the banking system is broader than that of the other economic enterprises, which merits further investigation.
In order to achieve success in different fields of its activities, MEBs Board of Directors is responsible for setting and overseeing the administrative rules and procedures, as well as the transparency and uniformity of these beneficiaries.

Corporate Governance Committee
The Committee support good corporate governance, in part, by advising the board of directors on corporate governance principles and standards and helps the board carry out their due diligence. It plays a key role in evaluating the board s performance in the relevant scopes. Furthermore, it will continue to be bound by the role of overseeing governance policies and practices.

Compliance Committee
The function of this Committee is to ensure the conformity of internal bylaws, regulations and procedures with other pertinent rules such as the Central Bank of Iran s rules. The Committee receives reports from the Compliance Department. The Compliance department as one of the most crucial departments of Middle East Bank was established with the aim to reduce the risk of non-compliance with regulations and reputational risk, ensuring that the activities of the bank are in full compliance with rules and regulations, and enhancing the credibility of the bank. It further assists the board by supplying information about the rules to demonstrate effective corporate governance.

Internal Audit Committee
The main function of the Internal Audit Unit is to ensure the accurate and correct exercise of activities in all sectors and sub-sectors of the bank. Some of the responsibilities of this unit include continuous auditing of the internal controls, evaluation and revision of the financial reporting system, interaction with independent auditors and the inspection of their auditing reports and management letters, and regular visits for inspection of the branches and other units of the bank.

Risk Committee
The function of the Risk Committee is the oversight of the risk management policies and practices of the global operations and oversight of the operation of the risk management framework. The Committee assists the Board of Directors in fulfilling its oversight responsibilities about the risk appetite, as the level and type of risk that MEB is able to assume in its exposures and business activities, and MEB risk management, and the governance structure that supports it.

Nomination and Remuneration Committee
The purposes of this Committee are as follows: formulating the criteria for determining qualifications, and positive attributes of a director, assisting the board of directors in their responsibilities relating to compensation of Bank s directors and key managerial personnel, evaluating and approving the adequacy of the compensation plans, approving succession plans for Bank s executive directors and senior management and recommending to the Board the appointment and removal of senior management, overseeing the Bank s nomination process for the top level management and identify, screen and review individuals qualified to serve as executive directors, non-executive directors, independent directors and senior management consistent with criteria approved by the Board; recommending appointment and removal of directors to the Board, for approval at the annual meeting of shareholders.