Introduction
The Company has in place a policy of benchmarking against established best practice in the field of corporate governance. The Board has adopted core values and standards which set out the behaviors expected of staff in their dealings with shareholders, tenants, colleagues, agents, business partners and other stakeholders of the Company. One of the core values communicated within the Company is the belief that a high standard of integrity is essential in business conduct.
The Company has adopted its corporate governance document in accordance with the corporate governance code issued in Bahrain and is committed to corporate governance of highest standards.
The Company has substantially complied with the new Corporate Governance Code including assessment of the Board, its committees and individual directors with respect to their effectiveness and contribution and our corporate governance practices have further strengthened significantly.
The Governance Structure
Ownership
The Company is owned by a shareholding structure as detailed in Note 11 to the financial statements. No shares are held or owned by management members or their dependents.
The Board
The Company is governed through its Board of Directors. The Board’s main roles are to create values for shareholders, to provide entrepreneurial and competitive leadership of the Company, to approve the Company’s strategic objectives and to ensure that the necessary financial and other resources are made available to meet those objectives.
Following the election at the Company’s Annual General Meeting held on 31 March 2019, the current board of directors has taken charge from 1 April 2019. The Board meets at least four times in a calendar year and has a schedule of matters reserved for its review, discussion and approval. Specific responsibilities of the Board include review of the Company’s strategy, approval of annual budgets, review of periodic operating and financial performance and other matters of a corporate nature.
Board Committees
The Board has set up various committees with terms of reference and specific mandates to carry out the assigned functions. Areas of responsibilities and functioning are clearly defined for each of these committees that consist of members within the Board who are competent and experienced in relevant fields.
Executive Committee
Mr. Majed Abdulla Al Khan
Committee Chairman
Mr. Majed Abdulla Al Khan
Committee Chairman
Non-Executive/Independent
3 years
Chairman of the Executive Committee
Bachelor in International Finance and Accounting – University Northumbria (UK)
Over 23 years of experience in investment and real estate.
- Chairman – Gulf Holding Company KSCC
- Chairman – ASK Real Estate W.L.L.
- Chairman – Falcon Cement
- Chairman – Tunis Bay Project Company
- Chairman – Royal Parks Marrakech
- Chairman – Royal Resort Malabata Tangier
- Vice Chairman – Reef Central Owners Association
- Board Member – GFH Equities B.S.C.
- Board Member – Balexco
- Board Member – Al Areen Holding Company
- Board Member – Aquatic Centre Development Company
- Board Member – Areen Development & Project Development
- Board Member/Treasurer – BAPDA
- Chief Executive Officer – Infracorp B.S.C.
Mr. Mohamed Ebrahim Al Bastaki
Committee Member
Mr. Mohamed Ebrahim Al Bastaki
Committee Member
Non-Executive/Independent
(Social Insurance Organisation)
5 years
Chairman of the Fraser Suites Committee
Member of the Executive Committee
- Master of Business Administration (MBA) – University of Glamorgan (UK)
- General Management Program – Harvard Business School (USA)
- The Gulf Executive Development Program – University of Virginia [Darden Business School] (USA)
- Executive Management Diploma – University of Bahrain
Over 44 years of experience in executive positions in financial institutions.
- Chairman – The BENEFIT Company B.S.C.(C)
- Chairman – SINNAD W.L.L.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Vice Chairman of Board of Trustees – The Kingdom University
- Director – Social Insurance Organisation
- Director – Osool Asset Management B.S.C.(C)
Mr. Ahmed Habib Kassim
Committee Member
Mr. Ahmed Habib Kassim
Committee Member
Non-Executive/Independent
3 years
Member of the Executive Committee
Member of the Fraser Suites Committee
Member of the Entertainment Committee
Bachelor’s Degree in Economics & Finance – Bentley Collage (USA)
Over 20 years of experience in leadership roles, specifically in the areas of governance, policy formulation and financial management.
- Chairman – Quality Wire Products Company W.L.L.
- Board Member – Habib Ahmed Kassim & Sons Company
- Board Member – Al Mahd School W.L.L.
- Board Member – Century 21, Bahrain Franchise
- Board Member – Banz Group B.S.C.
- Board Member – Al Salam Bank Bahrain
- Board Member – Solidarity Insurance
N/A
Ms. Sarah Khalil Nooruddin
Committee Member
Ms. Sarah Khalil Nooruddin
Committee Member
Non-Executive/Independent
3 years
Chairman of the Entertainment Committee
Member of the Executive Committee
Bachelor of Business Administration – The George Washington University (USA)
Over 16 years of experience in the investment field, specifically, asset management and private equity.
- Board Member – Amanat Holdings Dubai
- Board Member – Al Malaki Specialist Hospital
- Board Member – Aegila Capital Management
- Board Member – Amlak Real Estate Company
- Deputy Chief Investment Officer – Osool Asset Management
Audit Committee
Mr. Sattam Sulaiman Al Gosaibi
Committee Chairman
Mr. Sattam Sulaiman Al Gosaibi
Committee Chairman
Non-Executive / Independent
14 years
Chairman of the Audit Committee
- Bachelor of Accounting (BSc) – King Fahad University (KSA)
- Master of Business Administration (MBA) – DePaul University (USA)
Over 26 years of experience in Islamic banking and directorship in the real estate sector.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Director – Lama Real Estate W.L.L.
- Chairman of the Board of Trustees – University of Technology Bahrain
- Vice Chairman – Capital Real Estate Company B.S.C.(C).
- Vice Chairman of the Board of Trustees – Ibn Khuldoon National School
- Director – Gulf Real Estate Development Company S.S.C.(C)
- Director – Gulf Holding Company K.S.C.
- Director – Naseej B.S.C.(C).
- Director – Locata Corporation PTY Limited
- Director – Bahrain International Golf Course Company B.S.C.(C)
- Director – Al Areen Hotels W.L.L.
- Director – Bahrain Association of Banks
- Director – INJAZ Bahrain
- Director – Al Gosaibi Holding Co. W.L.L.
- Chief Executive Officer of Khaleeji Commercial Bank B.S.C.
Mr. Ahmed Al Mutawa
Committee Member
Mr. Ahmed Al Mutawa
Committee Member
Non-Executive/Independent
3 years
Member of the Fraser Suites Committee
Member of the Entertainment Committee
Member of the Audit Committee
Bachelor of Marketing – Suffolk University (USA)
Over 3 years of experience in project management, consulting and business development.
- None
- Corporate Innovation Associate – Brinc
Nomination, Remuneration & Governance Committee
Mr. Essa Mohamed Najibi
Committee Chairman
Mr. Essa Mohamed Najibi
Committee Chairman
Non-Executive / Independent
14 years
Chairman of the Nomination, Remuneration, and Governance Committee
Member of the Corporate Social Responsibility Committee
Bachelor of Civil Engineering
Over 38 years of experience in directorship and executive positions in the real estate sector, in addition to managing the family businesses.
- Chairman – Fraser Suites Seef-Bahrain W.L.L.
- Chairman – Seef Entertainment W.L.L.
- Chairman – Lama Real Estate W.L.L.
- Chairman – Al Liwan Cinema W.L.L.
- Chairman – Najibi Investment Company B.S.C.(C).
- Chairman – United Commercial Services Co.
- Chairman – AlKhulood Capital Co. W.L.L.
- Chairman – BAPCO Retail Company W.L.L. (Tazweed)
- Co-Chairman – AlSouq Real Estate Company W.L.L.
- Vice Chairman – Bahrain Scrapmould Company W.L.L.
- Vice Chairman – Crown Industries B.S.C.(C).
- Director – Gulf Air B.S.C.
- Director – The Malls Real Estate Development B.S.C.(C)
- Member of the Board of Trustees, Director and Chairman of Executive Committee – Royal University for Women
- Founding Member and Chairman of Najibi Investments B.S.C.(C).
Ms. Sahar Rashid Al Mannai
Committee Member
Ms. Sahar Rashid Al Mannai
Committee Member
Non-Executive / Independent
(Social Insurance Organisation)
3 years
Chairman of the Corporate Social Responsibility Committee
Member of the Nomination, Remuneration, and Governance Committee
- Master of Computer Science –University of Wolverhampton (UK)
- Bachelor of Computer Science –University of Bahrain (Bahrain)
Over 23 years of experience in executive and technical positions in the public sector, including leadership in social development and financial support initiatives.
Positions in other key regulatory, government or commercial entities
- CEO – Social Insurance Organisation
- Former Undersecretary – Ministry of Social Development
- Held various leadership roles in national committees related to social support and public welfare
…
Mr. Zayed A. R. Al-Amin
Committee Member
Mr. Zayed A. R. Al-Amin
Committee Member
Non-Executive/Independent
3 years
Member of the Nomination, Remuneration, and Governance Committee
Member of the Corporate Social Responsibility Committee
Postgraduate Degree in Financial Investments – London School of Business & Finance (UK)
Over 26 years of experience in the financial and investments sectors and board membership positions.
- Executive Board Member – Ali Rashid Al-Amin Co.
- Managing Director – A. R. Al-Amin Investments
- Board Member – Al Salam Bank Bahrain
-
Board Member – Esterad Investment Co.
-
Vice Chairman – Solidarity Group Holding
-
Board Member – Sayacorp
-
Board Member – Gulf African Bank
-
Chairman – Sayacorp Aqar
- Executive Board Member – Ali Rashid Al Amin Co.
- Managing Director – A. R. Al-Amin Investments
Corporate Social Responsibility Committee
Ms. Sahar Rashid Al Mannai
Committee Chairman
Ms. Sahar Rashid Al Mannai
Committee Chairman
Non-Executive / Independent
(Social Insurance Organisation)
3 years
Chairman of the Corporate Social Responsibility Committee
Member of the Nomination, Remuneration, and Governance Committee
- Master of Computer Science –University of Wolverhampton (UK)
- Bachelor of Computer Science –University of Bahrain (Bahrain)
Over 23 years of experience in executive and technical positions in the public sector, including leadership in social development and financial support initiatives.
Positions in other key regulatory, government or commercial entities
- CEO – Social Insurance Organisation
- Former Undersecretary – Ministry of Social Development
- Held various leadership roles in national committees related to social support and public welfare
…
Mr. Essa Mohamed Najibi
Committee Member
Mr. Essa Mohamed Najibi
Committee Member
Non-Executive / Independent
14 years
Chairman of the Nomination, Remuneration, and Governance Committee
Member of the Corporate Social Responsibility Committee
Bachelor of Civil Engineering
Over 38 years of experience in directorship and executive positions in the real estate sector, in addition to managing the family businesses.
- Chairman – Fraser Suites Seef-Bahrain W.L.L.
- Chairman – Seef Entertainment W.L.L.
- Chairman – Lama Real Estate W.L.L.
- Chairman – Al Liwan Cinema W.L.L.
- Chairman – Najibi Investment Company B.S.C.(C).
- Chairman – United Commercial Services Co.
- Chairman – AlKhulood Capital Co. W.L.L.
- Chairman – BAPCO Retail Company W.L.L. (Tazweed)
- Co-Chairman – AlSouq Real Estate Company W.L.L.
- Vice Chairman – Bahrain Scrapmould Company W.L.L.
- Vice Chairman – Crown Industries B.S.C.(C).
- Director – Gulf Air B.S.C.
- Director – The Malls Real Estate Development B.S.C.(C)
- Member of the Board of Trustees, Director and Chairman of Executive Committee – Royal University for Women
- Founding Member and Chairman of Najibi Investments B.S.C.(C).
Mr. Zayed A. R. Al-Amin
Committee Member
Mr. Zayed A. R. Al-Amin
Committee Member
Non-Executive/Independent
3 years
Member of the Nomination, Remuneration, and Governance Committee
Member of the Corporate Social Responsibility Committee
Postgraduate Degree in Financial Investments – London School of Business & Finance (UK)
Over 26 years of experience in the financial and investments sectors and board membership positions.
- Executive Board Member – Ali Rashid Al-Amin Co.
- Managing Director – A. R. Al-Amin Investments
- Board Member – Al Salam Bank Bahrain
-
Board Member – Esterad Investment Co.
-
Vice Chairman – Solidarity Group Holding
-
Board Member – Sayacorp
-
Board Member – Gulf African Bank
-
Chairman – Sayacorp Aqar
- Executive Board Member – Ali Rashid Al Amin Co.
- Managing Director – A. R. Al-Amin Investments
Fraser Suites Committee
Mr. Mohamed Ebrahim Al Bastaki
Committee Chairman
Mr. Mohamed Ebrahim Al Bastaki
Committee Chairman
Non-Executive/Independent
(Social Insurance Organisation)
5 years
Chairman of the Fraser Suites Committee
Member of the Executive Committee
- Master of Business Administration (MBA) – University of Glamorgan (UK)
- General Management Program – Harvard Business School (USA)
- The Gulf Executive Development Program – University of Virginia [Darden Business School] (USA)
- Executive Management Diploma – University of Bahrain
Over 44 years of experience in executive positions in financial institutions.
- Chairman – The BENEFIT Company B.S.C.(C)
- Chairman – SINNAD W.L.L.
- Director – Fraser Suites Seef – Bahrain W.L.L.
- Director – Seef Entertainment W.L.L.
- Vice Chairman of Board of Trustees – The Kingdom University
- Director – Social Insurance Organisation
- Director – Osool Asset Management B.S.C.(C)
Mr. Ahmed Habib Kassim
Committee Member
Mr. Ahmed Habib Kassim
Committee Member
Non-Executive/Independent
3 years
Member of the Executive Committee
Member of the Fraser Suites Committee
Member of the Entertainment Committee
Bachelor’s Degree in Economics & Finance – Bentley Collage (USA)
Over 20 years of experience in leadership roles, specifically in the areas of governance, policy formulation and financial management.
- Chairman – Quality Wire Products Company W.L.L.
- Board Member – Habib Ahmed Kassim & Sons Company
- Board Member – Al Mahd School W.L.L.
- Board Member – Century 21, Bahrain Franchise
- Board Member – Banz Group B.S.C.
- Board Member – Al Salam Bank Bahrain
- Board Member – Solidarity Insurance
N/A
Mr. Ahmed Al Mutawa
Committee Member
Mr. Ahmed Al Mutawa
Committee Member
Non-Executive/Independent
3 years
Member of the Fraser Suites Committee
Member of the Entertainment Committee
Member of the Audit Committee
Bachelor of Marketing – Suffolk University (USA)
Over 3 years of experience in project management, consulting and business development.
- None
- Corporate Innovation Associate – Brinc
Entertainment Committee
Ms. Sarah Khalil Nooruddin
Committee Chairman
Ms. Sarah Khalil Nooruddin
Committee Chairman
Non-Executive/Independent
3 years
Chairman of the Entertainment Committee
Member of the Executive Committee
Bachelor of Business Administration – The George Washington University (USA)
Over 16 years of experience in the investment field, specifically, asset management and private equity.
- Board Member – Amanat Holdings Dubai
- Board Member – Al Malaki Specialist Hospital
- Board Member – Aegila Capital Management
- Board Member – Amlak Real Estate Company
- Deputy Chief Investment Officer – Osool Asset Management
Mr. Ahmed Habib Kassim
Committee Member
Mr. Ahmed Habib Kassim
Committee Member
Non-Executive/Independent
3 years
Member of the Executive Committee
Member of the Fraser Suites Committee
Member of the Entertainment Committee
Bachelor’s Degree in Economics & Finance – Bentley Collage (USA)
Over 20 years of experience in leadership roles, specifically in the areas of governance, policy formulation and financial management.
- Chairman – Quality Wire Products Company W.L.L.
- Board Member – Habib Ahmed Kassim & Sons Company
- Board Member – Al Mahd School W.L.L.
- Board Member – Century 21, Bahrain Franchise
- Board Member – Banz Group B.S.C.
- Board Member – Al Salam Bank Bahrain
- Board Member – Solidarity Insurance
N/A
Mr. Ahmed Al Mutawa
Committee Member
Mr. Ahmed Al Mutawa
Committee Member
Non-Executive/Independent
3 years
Member of the Fraser Suites Committee
Member of the Entertainment Committee
Member of the Audit Committee
Bachelor of Marketing – Suffolk University (USA)
Over 3 years of experience in project management, consulting and business development.
- None
- Corporate Innovation Associate – Brinc