1. A Bank’s Board must be comprised of individuals with a balance of skills, diversity and expertise who collectively possess qualifications commensurate with the size, complexity and risk profile of the Bank. In assessing its collective suitability, the factors a Board should take into account include, but are not limited to:

1. a. Whether Members of the Board have a range of knowledge and experience in relevant areas and varied backgrounds to promote diversity of views;
2. b. Relevant individual areas of competence which may include, but are not limited to, capital markets, financial analysis, financial stability, financial reporting, information technology, strategic planning, risk management, compensation, regulation, corporate governance, management, accounting, audit and Shari`ah rules and principles in case of a Bank providing Islamic financial services;
3. c. Whether the Board collectively has a good understanding of local, regional and global economic and market forces and of the legal and regulatory environments applicable to the Bank’s operations; and
4. d. Whether individual Members of the Board can contribute to effective communication, collaboration and critical debate in the meetings of the Board and its committees.

2. The nomination committee must establish a policy to require at least 20% of candidates for consideration for the Board to be female. Information on the policy and actual figures of female candidates’ consideration and representation on the Board must be disclosed in the Bank’s annual corporate governance statement.

3. Members of the Board, individually and collectively, must be and remain qualified for their positions. Members of the Board must understand their oversight and corporate governance role and be able to exercise sound, objective judgement about the affairs of the Bank. Members of the Board must not have any conflict of interest that may impede their ability to perform duties independently and objectively, or be subject to any undue influence from:

1. a. Other persons/business;
2. b. Previous or current positions held; or
3. c. Personal, professional or other economic relationships with other Members of the Board or Senior Management, or
4. d. Other entities within the Group.

4. A Member of the Board shall lose his/her independence in the following cases:

1. a. If his/her tenure as an independent Member of the Board in the same Bank exceeds twelve (12) consecutive years from the date of his or her appointment. This provision applies equally to persons appointed by a Government shareholder;
2. b. If he/she, or any of his/her first-degree relatives, has worked as Staff of the Bank or its Subsidiaries during the past two (2) years;
3. c. If he/she has worked for, or is a partner, in a company that performs consulting works for the Bank or its Group or he/she has acted in such capacity during the past two (2) years;
4. d. If he/she has had any personal services contracts with the Bank or its Group during the past two (2) years;
5. e. If he/she has been affiliated with any non-profit organization that receives significant funding from the Bank or its Group;
6. f. If he/she, or any of his/her first-degree relatives, has been a partner or employee of the Bank’s auditor during the past two (2) years;
7. g. If he/she, or any of his/her first-degree relatives, has or had a direct or indirect interest in the contracts and projects of the Bank or its Subsidiaries during the last two (2) years, and the total of such transactions exceeds the lower of 5% of the Bank’s paid capital or of the amount of five million Dirhams or its equivalent amount in a foreign currency, unless such relationship is part of the nature of the Bank’s business and involves no preferential terms; and
8. h. If he/she and/or any of his/her first-degree relatives (individually or collectively) own directly or indirectly 10% or more of the Bank’s capital or is a representative of a shareholder who owns directly or indirectly more than 10% of Banks’ capital.

The provisions in items b to h above do not apply to Members of the Board appointed by a Government shareholder.

5. All nominated members for the Board must have sufficient competence, knowledge and experience to effectively carry out their duties and be subject to the Fit and Proper Process.

6. An ex-ante review and approval process must be completed before a Member of the Board accepts nomination to serve on another Board as permitted by this Regulation so as to ensure that the activity will not create a Conflict of Interest. In addition, each Member of the Board must confirm annually that he/she has sufficient time available to manage the time commitments required from the role in the Bank.