Board of Directors’ Responsibilities

Committee Members:

• Mr. Hashim Shawwa – Committee Chair
• Mr. Tariq Aggad– Member
• Mr. Abdullah Al-Ghanim – Member
• Mrs. Maha Awwad – Member

Roles and Responsibilities:

• The Executive Committee of the Board of Directors is primarily responsible for overseeing the Bank’s activities, operations, and business to ensure continued progress towards its long-term strategic objectives. In this capacity, the Committee directly oversees key functions relating to asset and liability management, asset growth, business development, annual budgets, capital adequacy, mergers and acquisitions, expansion into new markets, international and representative agreements, and the Bank’s corporate social responsibility programs. 
• The Committee reviews and discusses requests relating to credit facilities, investment decisions, other financial commitments, and any matters concerning the Bank’s activities, operations, or services that exceed the authority of Executive Management. In such cases, the full Board of Directors is informed to take the appropriate decision. 
• Where a request exceeds the Committee’s delegated authority, the Committee reviews and evaluates it before submitting its recommendations to the Board of Directors for the appropriate decision.
• The Committee reviews and submits recommendations to the Board of Directors regarding business or restructuring plans, including material changes to key functions and responsibilities, the geographical distribution of branches and operations, and correspondent banking relationships.
• The Committee oversees the implementation of these plans based on reports submitted by the Chief Executive Officer and the Bank’s executive team.
• The Committee defines its scope of work, programs, objectives, and annual plans to clearly establish its responsibilities, evaluate its performance, and identify the activities and matters it oversees or decides upon.

Committee Members:

• Mr. Eric Shehadeh – Committee Chair
• Mr. Adel Dajani – Member
• Mr. Tewfic Habesch – Member
• Mrs. Linda Tarazi – Member

The Risk Management Committee assists the Board of Directors in fulfilling its oversight responsibilities in relation to:

• Risks arising from the Bank’s activities and the controls established to manage them.
• The assessment and review of all types of risk, including credit, treasury, and operational risks.

The Committee is responsible for:

• Approving the Bank’s overall risk management policies, ensuring that an effective framework is in place to identify, measure, monitor, and mitigate risks, and promoting a strong risk management culture at all levels of the Bank.
• Defining the Bank’s risk appetite and ensuring that risk exposures remain within approved limits.
• Assessing the effectiveness of risk management systems and procedures and ensuring compliance with approved policies, applicable laws, regulations, and instructions. 
• Reviewing the adequacy of capital and provisions in line with regulatory standards and the Bank’s risk profile. 
• Reviewing periodic risk management reports and analyzing key risks, trends, and the measures taken to address them. 
• Monitoring the Bank’s exposure to different types of risk, including credit, market, operational, liquidity, compliance, reputational, and strategic risks, as well as other internal and external risks. 
• Providing guidance to Executive Management to strengthen risk management practices and ensure the availability of the required expertise and resources. 
• Submitting periodic reports to the Board of Directors on the Bank’s risk position and immediately informing the Board of any material developments. 
• Reviewing the appointment, performance, and replacement of the Chief Risk Officer and assessing the effectiveness of the Bank’s risk management functions. 
• Supporting the work of the Audit Committee by monitoring and assessing risk management in accordance with the instructions of the Palestine Monetary Authority PMO. 

Committee Members:

• Mrs. Lana Abu Hijleh – Committee Chair
• Mr. Hashim Shawwa – Member
• Mr. Adel Dajani – Member
• Dr. Tafida Al Jarbawi – Member

The Committee oversees the Bank’s corporate governance framework, the nomination of Board members, the review of remuneration and performance evaluation policies for Board members and Executive Management, succession planning, and the development of human resources policies. To fulfil its mandate, the Committee undertakes the following responsibilities: 

• Review and approve human resources policies to ensure fairness, competitiveness, and alignment with the Bank’s long-term interests. 
• Monitor developments and improvements in human resources management to ensure alignment with the Bank’s strategy. 
• Prepare the delegation of authority matrix, review it annually, and submit it to the Board of Directors for approval. 
• Review cases involving conflicts of interest and related-party transactions, and submit recommendations to the Board of Directors in accordance with the Bank’s Corporate Governance Code. 
• Review any changes affecting the independence or professional affiliations of Board members and submit the necessary recommendations to the Board of Directors. 
• Oversee the appointment of new Board members, their induction programs, and their ongoing training and development. 
• Review corporate governance policies and practices across all levels of the Bank and recommend measures to enhance their efficiency and effectiveness.
• The Board of Directors elects a Chair and Vice Chair from among its members. In the Chair’s absence, the Vice Chair assumes the Chair’s duties and authorities. The Chair is primarily responsible for the work of the Board and its committees, serves as its official spokesperson, and chairs meetings of the Board of Directors and the General Assembly. 

Responsibilities of the Chair of the Board

• Ensure that newly appointed Board members participate in induction programs and receive training and development where required.
• Ensure that the Board performs its duties effectively.
• Provide Board members with the information necessary to fulfil their responsibilities. 
• Prepare the agendas for Board meetings, chair the meetings, and ensure that the minutes are properly documented. 
• Allow sufficient time for the Board to deliberate and make informed decisions.
• Monitor the performance of the committees established by the Board.
• Evaluate the performance of Board members at least once a year.
• Oversee the election of the Vice Chair.