UGB has a well-established risk governance structure, with an active and engaged Board of Directors supported by an experienced senior management team, and a support services group that is independent of the business lines. Decision making is highly centralised through a number of Board and Management committees. The corporate governance framework of the Bank is a reflection of its culture, policies, stakeholder relationships, and commitment to corporate values. The Board of Directors believes that sound ethical practices, transparency of operations, and timely disclosures are critical factors in enhancing shareholder value and safeguarding the interests of all stakeholders.
Composition:The Executive Committee comprises three Executive Directors and is chaired by the Vice Chairman of the Board of Directors.
Responsibilities:The EC is appointed by the Board to exercise their powers and duties during the interim periods to ensure timely review and approvals with regards to strategic and investment related proposals. The EC is also empowered by its Charter to act on the Board’s behalf, if an immediate decision is required on any matters falling outside the authority of Management. The Executive Committee Charter was last approved by the Board on 16 February 2026.
Composition:The Board Audit Committee is chaired by an independent director. It comprises two independent directors and one executive director. All members have sufficient technical expertise and financial literacy to enable the Committee to function efficiently. The CEO is not a member of this committee.
Responsibilities:The BAC assists the Board for overseeing the quality and integrity of the accounting, auditing, and reporting practices of UGB, supervising the internal and external auditors , the Bank’s compliance with the legal and regulatory requirements, the AML function and Risk Management function. It has a detailed charter which sets out its responsibilities. This was last approved by the Board on 16 February 2026.
Composition:In accordance with the requirements of the CBB Rulebook and the Code of Corporate Governance, it is mandatory for all conventional banks to have a Nominating Committee and a Remuneration Committee. After receiving the CBB’s approval in March 2012 to combine both forums, UGB’s Board of Directors approved the creation of a Nominating & Remuneration Committee.
Responsibilities:The NRC assists the Board in assessing the skill sets of Board members and ensures that there is an appropriate mix of eminent persons having an independent standing in their respective field/profession and who can effectively contribute to UGB’s business and policy decisions. It also oversees the remuneration framework of the Bank. The Committee is empowered by its Charter, which was last approved by the Board on 16 February 2026.
Composition:In accordance with the requirements of the CBB Rulebook the Board of Directors approved the creation of the Corporate Governance Committee comprising one non executive director and three independent directors. The Chairman of the Board of Directors is the Chairman of this Committee.
Responsibilities:The mandate of the corporate governance committee is to oversee and monitor the implementation of the governance policy framework and ensuring that the Bank operates ethically, transparently, and in compliance with regulatory standards.
Composition:The Management Committee is chaired by the CEO and comprises all department heads. The Chief Compliance Officer and MLRO, acts as the Secretary to this Committee.
Responsibilities:The Committee is the forum for Department Heads to discuss all relevant issues pertaining to the their ongoing activities, taking decisions on day to day matters in their respective work spheres and following-up on action points Assigned to members.
Composition:The Asset & Liability Committee is chaired by the Chief Executive Officer and includes the Chief Financial Officer, Head of Credit and Risk Management, certain department heads and the Head of Treasury. The latter acts as the Secretary of this Committee. The Chief Audit Executive attends the meetings in his capacity as an observer.
Responsibilities:ALCO is assigned the task of establishing policy and objectives for the asset and liability management of the Bank’s balance sheet in terms of structure, distribution, risk, return and its impact on liquidity. It also monitors asset and liability exposures and evaluates the overall balance sheet from an interest rate risk perspective. It co-ordinates proposed strategies to achieve optimal risk and return from a liquidity perspective.
Composition:In line with the CBB’s requirements, UGB constituted the ESG Committee at the management level, chaired by the CEO and comprising the senior management team members. The Head of Credit and Risk Management acts as the secretary while the Chief Audit Executive is an observer.
Responsibilities:The Committee assists the Bank’s Board of Directors in setting sustainability strategies that identify and monitor major environmental, climate, nature, social risks and governance. Members review the ESG policies, goals, and Key Performance Indicators (KPIs) that align with UGB’s core business strategy. They also review the publication of sustainability reports, annual disclosures, and non-financial data.
Composition:The Investment and Credit Committee is chaired by the Chief Executive Officer. Other members include the Chief Financial Officer and the Head of Treasury. The Head of Credit and Risk Management acts as the Secretary of this Committee and participates in meetings as a non-voting member.
Responsibilities:Under the terms of reference, members of the ICC are responsible for approving or recommending approval to the Executive Committee on issues related to limits for individual exposures, investments, loans, and Islamic Financing Facilities.
Composition:The IT Steering Committee headed by the Chief Executive Officer, is responsible for assisting the Board in the supervision of IT related activities. Members include the Chief Financial Officer and other senior management team members. The Head of Information Technology acts as the Secretary of this committee. The Chief Audit Executive and the Chief Compliance Officer attend the meetings in their capacity as observers.
Responsibilities:The Committee ensures that it minimizes the risks associated with UGB’s investment in information technology and that it contributes to the attainment of technology related corporate objectives.
Composition:The RCC is headed by the Chief Executive Officer and includes the Heads of Credit and Risk Management, Compliance, and other senior management team members. The Chief Audit Executive attends the meetings in his capacity as an observer.
Responsibilities:The primary function of the Risk and Compliance Committee is to assist the Board of Directors in fulfilling its responsibilities of defining UGB’s risk appetite and overseeing the identification, measurement, monitoring and controlling of UGB’s principal business risks. It also monitors adherence to stipulated regulatory deadlines, reviews compliance to internal and external policies and apprises senior management on the impact of newly introduced regulatory requirements.
- 4.1 Memorandum of Association 2022
- 4.2 Articles of Association 2022
- 4.3 Memorandum and Articles of Association – Burgan Bank BSC (Closed) 2026
- 4.4 CBB License
- 4.5 Commercial Registration Certificate
- 4.6 Commercial Registration Certificate Extract – Burgan Bank BSC (Closed)
- 4.7 Official Gazette – Burgan Bank Notice
- 4.8 VAT Registration Certificate