Corporate Governance Framework
Board of Directors
The BSF's Board of Directors are elected by the general assembly and consist of ten (10) members. The number of Executive Members on the Board shall not exceed two (2) and at least four (4) Board members must be independent.Without prejudice to the authorities of the General Assembly, the Board shall have the broadest powers in managing the Bank and guiding its activities to achieve its objectives. This shall include overseeing the business of the Bank, approving its strategic objectives and overseeing its implementation, and supervising senior management. Also, the board may, within its powers, authorize one or more of its members or others to perform certain acts.
Board of Directors Charter
Audit Committee
The committee is formed by the General Assembly and includes two independent board members and three external members. It is presided by an independent member of the Board. The members of the Audit Committee have high academic qualifications and high professional experiences in auditing, finance, or risk management, including knowledge of accounting standards, auditing standards and the ability to analyze financial reports, in addition to understanding the laws and regulations issued by the competent authorities.The Audit Committee’s members assist the Bank’s Board of Directors in fulfilling its oversight responsibility relating to the following:
- Shareholders, potential shareholders, the investment community and others relating to the financial reporting process;
- The system of Internal Controls;
- The audit process;
- The Bank’s financial statements;
- Related parties transactions and conflict of interests’ cases; and
- The Bank’s process for monitoring compliance with applicable laws and regulations and the Code of Conduct.
Audit Committee Charter
Nominations and Remunerations Committee
The committee is formed by the board and includes four board members and one external member. It is presided by an independent board member.Functions of the Committee include but are not limited to the following:
- Preparing a clear policy for the remunerations of the Board members, the Board committees’ members and the Executive Management, presenting such policy to the Board in preparation for approval by the General Assembly, ensuring that such policy follows standards that are linked to performance, and disclosing and ensuring the implementation of such policy;
- Evaluating the practices under which remunerations are disbursed for potential revenues, of which their timing or likelihood of occurrence remain uncertain;
- Making recommendations to the Board on the level and composition of remuneration of key executives of the Bank in accordance with the approved policy. The key executives for this purpose will include all those executives whose appointment is subject to no objection by SAMA;
- Determining the bonus pool based on the risk-adjusted profit of the Bank for payment of performance bonus;
- Review the compliance of the remunerations and compensation policy with the relevant rules and the principles and standards of the Financial Stability Board (FSB); and
- Determine the points of strengths and weaknesses of the Board of Directors and the Board committees through performance assessments and recommend remedies that are compatible with Banque Saudi Fransi’s interests.
Nomination and Remuneration Committee Charter
Board Risk Committee
The committee is formed by the board and includes three board members and two external members. It is presided by a non-executive board member. The members of the Committee have knowledge and experience in risk management matters. In addition, the committee shall have member/s with experience in cyber and technology risks.Major duties and responsibilities of the Board Risk Committee include but are not limited to the following:
- Require and review development of a strategy, objectives and comprehensive policies for risk management that are consistent with the nature and volume of the Bank’s activities, risk profile, risk appetite and risk tolerance for the bank taking into account cyber and technology risks;
- Ensure efficient operation of these policies, and regularly review and update the policies based on the Bank’s internal and external changing factors;
- Review the adequacy of the Internal Capital Adequacy Assessment Process (ICAAP) and the Internal Liquidity Adequacy Assessment Process (ILAAP);
- Review periodically the adequacy of the Bank's Risk Management system and management’s assessment of the effectiveness of the systems and mechanisms for determining and monitoring the risks that threaten the Bank in order to determine areas of inadequacy therein, maintenance of the risk register and recommend appropriate changes;
- Review the adequacy of the Bank’s risk intelligence levels, in terms of gathering information about risks and conducting analysis and evaluation of risks. The results should be utilised for the Bank’s competitive advantage;
- Require establishment of bank-wide risk measurement methodologies for quantifying risks;
- Assessment and review of Risk Management process;
- Provide recommendation on the formulation of Policies of the Bank, for example Credit Risk policy; and
- Provide recommendation to other Board Committees on matters relating to risk management, when required.
Board Risk Committee charter
Executive Committee
The committee is formed by the board and includes five board members. It is presided by a non-executive board member.The Committee’s main responsibilities include but are not limited to the following:
- Approve related party transactions as per the ‘Delegation of Authority Manual’ and the ‘Related Party Transaction Policy’;
- Approve loans and credit facilities to Banque Saudi Fransi’s customers, as per the Bank’s ‘Delegation of Authority Manual’, in line with SAMA rules and regulations for granting loans and credit facilities;
- Review periodic management report activities and reports on the execution and completion of the Bank’s major projects;
- Review the annual budgets, plans and material differences in the budget (if any) before submitting them to the Board for review; and
- Review and make recommendations to the Board with respect to Banque Saudi Fransi’s overall strategy and business plan.
Executive Committee charter
Board Strategy Committee
The committee is formed by the board and includes four board members. It is presided by a non-executive board member.Major duties and responsibilities of the Board Strategy Committee include but are not limited to the following:
- To carry out on quarterly basis a business review focused on the financial performance against budget and 5Y strategy and strategic project implementation;
- Review and make recommendations to the Board with respect to BSF’s overall strategy and business plan and all strategy related matters; and
- Monitor and suggest remedial action during the implementation of all BSF’s strategy including our 5 Year Strategy.
Board Strategy Committee Charter
ESG Board Committee
The Committee is formed by the board and shall consist of at least three members from within or outside the Board. The number of members shall not exceed five, majority of members should be non-executives with one independent member and external committee members should have specialized experience in ESG matters.The tasks of the ESG Board Committee include but are not limited to the following:
- Review & approve ESG KPIs/Targets;
- Approve BSF’s ESG programs & initiatives and ensure they are aligned with BSF strategy;
- Oversee the implementation & status of ESG KPIs/targets, programs & initiatives;
- Review the annual report related to ESG prior to Board approval and approve any other disclosures made in regards to ESG;
- Oversee/monitor ESG-related risks and opportunities; and
- Keep updated and aware of ESG developments and attend trainings when needed.
ESG Board Committee Charter
Shariah Committee
BSF Shaira Committee supervises the compliance with Sharia rules & principles and its application in the Bank. Its role & responsibilities and working procedures are specified in the Sharia Committee Charter.BSF Corporate Governance Framework
The purpose of Corporate Governance Manual is to set out Banque Saudi Fransi’s Governance framework of policies, procedures, systems and controls by which the relationship between the Board, Executive Directors, shareholders and stakeholders are clearly regulated and their interests are protected.BSF Corporate Governance Framework
Board Nomination, Membership, Assessment and Succession Policy
The purpose of this policy is to set out the bank guidelines to the basic policies, standards, and procedures on the selection, appointment, assessment and succession of Board members, members of the Board Committees.Board Nomination, Membership, Assessment and Succession Policy
Remuneration and Compensation Policy for Board and Board Committees
The purpose of this policy is to set out BSF policy on the remuneration and compensation of Board and Board Committees’ members to ensure that they are rewarded fairly, in-line with the Bank's objectives and in accordance with the relevant laws & regulations.Remuneration and Compensation Policy for Board and Board Committees
Corporate Social Responsibility Policy
The purpose of this document is to set out Banque Saudi Fransi’s Policy on Corporate Social Responsibility recognizing its position at the heart of the economic system and a significant contributor to society overall. It supports BSF’s commitment to act in a manner that supports social goals and adapt to changes, developments and challenges faced by the business as a participant in society generally.Corporate Social Responsibility Policy
Code of Conduct Policy for Board and Board Committees’ Members
The Code of Conduct Policy for Board and Board Committees’ Members policy set out key ethical principles and policies that Board of Directors and its Committees are expected to adhere to in relation to their activities with BSF.Code of Conduct Policy for Board and Board Committees’ Members
Conflict of Interest Policy
BSF and its Board recognizes the importance of the proper management and oversight of actual and potential conflicts between the personal interest of the Board, Board Committee members and BSF employees and the interests of BSF and its customers. For this purposes, the Board as approved the Conflict of Interest Policy to set out BSF’s key ethical principles and policies that the members of the Board of Directors, its committees, and BSF employees should to adhere to in relation to the avoidance of conflicts of interest with respect to their duties and activities.Conflict of Interest Policy
Standards for Competing Business
This document specifies the Standards for Determining Competing Business with Banque Saudi Fransi.Standards for Determining Competing Business with Banque Saudi Fransi
Transparency and Disclosure Policy
The purpose of the Transparency and Disclosure Policy is to set out the basic guiding principles, regulatory requirements, and leading practices for the Bank when disclosing data and the Bank's results in the public domain. It intends to ensure that all communications made to the public are timely, complete, accurate and in-line with applicable laws and regulations.Transparency and Disclosure Policy
Shareholders Rights Policy
The purpose of this Shareholders Rights Policy is to set out Banque Saudi Fransi’s key principles and policies in relation to the protection and furtherance of all legitimate rights of BSF’s shareholders.Shareholders Rights Policy
Related Party Transactions Policy
The purpose of the Related Party Transactions Policy is to establish the guiding principles to identify and manage actual and potential conflicts of interest in Banque Saudi Fransi. Engaging with parties who are related to BSF in some way. This Policy seeks to set ground rules that ensure that BSF's decisions in connection with such RPTs are entered into in the best interests of BSF, its shareholders and, where appropriate its customers.Related Party transactions policy
BSF Stakeholders policy
The purpose of BSF Stakeholders policy is to outline Banque Saudi Fransi policies, principles and guidelines for its relations with stakeholders, to regulate and govern the relationship between Banque Saudi Fransi and its stakeholders. In-line with BSF’s commitment to high Governance Standards, this Policy seeks to set ground rules that ensure the clarity of principles, rights and duties for BSF stakeholders including, employees, shareholders, customers, suppliers which in turn contribute, to serving and protecting the best interests of BSF and Stakeholders.BSF Stakeholders policy
Delegation of Authority Manual & Matrix
The Board of Directors of Banque Saudi Fransi has, through this Delegation of Authority Manual and Matrix, delegated the authority limits to the different authorities including Board Committees, the Executive Management, Management Committees and personnel / holders of positions at different levels within the Bank.ESG Policy Framework
The Policy Framework presents BSF's position on Environment, Social and Governance (“ESG”) matters and key issues relevant to the Bank’s business and its stakeholders. It supports BSF’s commitment to act in a manner that supports ESG goals and adapt to changes, developments and challenges faced by the business placing ESG practices at the core of BSF development ambitions and responsibilities, in alignment with supporting the advancement of a sustainable financial sector in the Kingdom of Saudi Arabia.ESG Policy Framework
