Board of Directors

Sohar International’s Board of Directors (the “Board”) is the highest governing authority within the Sohar International’s (the Bank / Bank’s) structure. The Board consists of individuals from various fields of expertise and professions, and gives representation to the stakeholders and administrators in the discharge of their duties and decision-making processes.

The Board comprises of 7 directors, of which 6 are independent, representing 85 percent in independent directors. This structure enables meaningful discussions and an unbiased and qualitative view on matters placed before it.

There is a clear segregation between the Bank’s ownership and management. The role of the Chairman of the Board, and that of the Chief Executive Officer (“CEO”) are separated, with clear separation of responsibilities between the running of the Board, and executive management’s responsibilities in relation to the Bank’s operations. As per applicable regulations, the CEO is prohibited from holding a Board role. The Board is responsible for overseeing how management serves the long-term interests of shareholders and other key stakeholders.

Board of Directors’ Executive Powers

• Are vested with the powers of general superintendence, direction and management of the affairs and business of the Bank.
• Have ultimate responsibility for overall compliance and oversight in relation to the management of the Bank.
• Guide the Bank to achieve its objectives in a prudent and efficient manner.
• Are primarily responsible for ensuring that all financial transactions are legal and that all disclosures are made as per regulations.
• Lay down a comprehensive Code of Professional Conduct for all Bank Board Members and Senior Management, which is to be followed under all circumstances.
• Approve the delegation of power to the Bank’s executive management, as well as nominee members of Board sub-committees, and specify their roles, responsibilities and decision-making power.
• Authorize management to implement the strategy for the Bank that is designed to deliver increasing value to shareholders.
• Develop strategies for managing risks associated with the Bank’s operations and meeting the challenges posed by competitors.
• Develop the vision to identify potential crises and impacts to the Bank and to act proactively in mitigating and managing such issues, when necessary.
• Ensure that all necessary information is provided upwards to the Board, and that all required information is provided to Management (and others in the Bank), ensuring that the Bank is under their control, direction and superintendence.

Board Level Committees

1. Executive Nomination and Remuneration Committee (ENRC)

• Assists the Board in strategy setting, implementation, and performance aspects of the Bank.
• Provides guidance in the selection and performance management of the CEO and Senior Management.
• Assists in the review of business proposals, except for credit-related proposals.
• Provides support and direction to the Board in ensuring all stakeholder interests are protected.

2. Audit Committee (AC)

• Assesses and reviews the Bank’s financial reporting system to ensure the accuracy and credibility of financial statements.
• Reviews the adequacy of regulatory compliance, internal control systems, and structure of the Internal Audit and Compliance Departments.
• Oversees the responsibilities of the Chief Internal Auditor and Chief Compliance Manager.

3. Credit Approval Committee (CAC)

• Approves credit and loan facilities above the mandates of the Executive Credit Committee (ECC).
• Reviews credit product policies and existing credit facilities.
• Ensures compliance with regulatory requirements regarding credit facilities.

4. Board Risk Committee (BRC)

• Makes recommendations on the Bank’s risk appetite for various risk types.
• Oversees the Bank’s risk strategy and risk framework implementation.
• Provides guidance on credit, market, interest rate, liquidity, and operational risk matters.

Management Level Committees

1. Executive Credit Committee (ECC)

• Approves credit facilities and takes credit-related decisions within delegated authority.
• Evaluates the overall risks faced by the Bank.

2. Management Risk Committee (MRC)

• Ensures identification, assessment, and mitigation of non-financial risks.
• Monitors non-financial risks at the management level to support decision-making.
• Provides oversight of risk management in relation to information security, legal, compliance, AML, and ESG.

3. Investment Committee

• Oversees the implementation of the Investment Policy.
• Approves investment proposals and investment manager agreements.
• Monitors risk and performance of investments.

4. Model Governance Committee (MGC)

• Oversees the reliability and performance of the Bank’s financial risk models.
• Ensures the Bank’s models are reviewed periodically for accuracy and reliability.
• Approves appointments of advisors and consultants related to model governance.

5. Special Asset Management Credit Committee (SAMCC)

• Reviews the performance of the special assets portfolio.
• Provides recommendations on credit proposals for non-performing assets.
• Reviews key performance indicators of stressed assets.

6. Asset and Liability Committee (ALCO)

• Manages and optimizes the Bank’s balance sheet.
• Ensures effective liquidity management and mitigation of financial risks.
• Aligns assets and liabilities to enhance financial performance and stability.

7. Business Technology Committee (BTC)

• Oversees the Bank’s technology and digital initiatives.
• Ensures technology initiatives align with the Bank’s business strategy and goals.
• Monitors performance of technology systems, projects, and initiatives.