Corporate Governance

Corporate governance rules are represented by the principles, systems, and procedures that best protect and balance the interests of corporate management, shareholders, and other related stakeholders. The primary objective of implementing corporate governance is to ensure that the company is in line with shareholders’ objectives, thereby enhancing investor confidence in the company’s efficiency and its ability to cope with crises. Bayan Investment Holding Company has a strong organizational structure that separates powers between Executive Management (EM) and the Board of Directors (BOD) and has a long track record of transparency and credibility.

The key to our philosophy is the principles of corporate governance, namely ethical values, control and accountability, and sound management.

Ethical Values

Bayan Investment Holding Company takes high measures to ensure compliance with sound professional rules, ethical values and balance for the benefit of all related parties to the company and the transparency in disclosure of financial and non-financial information.

Control and Accountability

Bayan Investment Holding Company believes that control and accountability are fundamental principles for identifying deviations and irregularities. It also believes in the importance of activating the role of shareholders and stakeholders in controlling the company and ensuring that disclosure and transparency are key elements for protecting the rights of shareholders and stakeholders.

Sound Management

Bayan Investment Holding Company believes in the potential of its employees and decision-makers, so it takes firm steps to ensure the distribution of powers and responsibilities, the separation of tasks and the establishment of incentives system and rewards by evaluating the performance of managers and employees.

Board of Directors

The management of Bayan Investment Holding Company is run by a Board of Directors consisting of qualified, knowledgeable and experienced businessmen who exercise their duties collectively and independently, and devote sufficient time to their responsibilities, to achieve the objectives, strategies and plans set by the Company for the benefit of its shareholders.
The BOD is composed of the following members:

  • Mr. Faisal Ali Abdul Wahab Al-Mutawa, Chairman of the Board
  • Mr. Mohammad Hamad Abdul Aziz Al-Mutawa, Vice Chairman
  • Mr. Yousef Mohammad Al Essa, Board Member & CEO
  • Mr. Fawaz Ali A. AlMutawa, Board Member
  • Mr. Abdulaziz Nader AlEisa, Independent Board Member

Committees of the Board of Directors

A) Nomination and Remuneration Committee

The Board of Directors has formed a Nomination and Remuneration Committee, which is responsible for preparing the recommendations for nominations of the Board members and the Executive Management members, in addition to the policies and procedures governing incentives and compensation.

B) Audit Committee

The Board of Directors has formed the Audit Committee, to enhance the culture of compliance within the Company by ensuring the accountability and integrity of the Company’s financial reports, as well as ensuring the adequacy and effectiveness of the internal control systems applied in the Company.

C) Risk Management Committee

The Board of Directors has formed a Risk Management Committee which is primarily engaged in the development of risk management policies and procedures in line with the Company’s risk appetite.

Code of Professional Conduct and Ethical Standards

The Board of Directors has formed a Risk Management Committee which is primarily engaged in the development of risk management policies and procedures in line with the Company’s risk appetite.

The Code of Professional Conduct and Ethical Standards of Bayan Investment Holding Company sets standards and measures that affirm the ethical concepts and standards of the Company, in a way that help both the BOD and all employees to perform their tasks professionally and perfectly.

The Charter also includes specific rules and documented procedures that guarantee commitment and confidentiality to maintain information security and protection of the Company; and since doing business in an environment of high ethical and professional standards is the responsibility of all employees, Bayan Investment Holding Company ensures verifying that all the staff are aware of, and understand The Code of Professional Conduct and Ethical Standards, so that any violation to these standards is strictly dealt with, through immediate disciplinary action, which may lead to termination.

To view the Company’s “Code of Conduct” please click here.

Whistleblower Protection

Bayan Investment Holding Company is committed to maintain an open culture that meets the highest standards of integrity and accountability, allowing employees and other stakeholders to report their internal and external fears with “bona fide” or doubts concerning any unsound or unethical practices or any other inappropriate activities and any type of misconduct. Also, it allows its Managers, past staff, consultants, suppliers, contractors, and any third party that have a business relationship with the Company, to report their fears, in addition to developing proper arrangements that allow conducting an independent and fair investigations concerning such issues, while ensuring confidentiality for “bona fide” whistle-blower to ensure protecting him/her against any negative effect or damage that may be caused thereto due to reporting such practices.

For reporting illegal practices: complaints@bayaninvest.com.

Conflict of Interests

Bayan Investment Holding Company continuously identifies and addresses conflicts of interests by establishing clear and rigorous policies and procedures. Any complaint of conflict of interest shall be taken seriously, verified, dealt with, and addressed expeditiously.

Disclosure and Transparency

The Board of Directors of Bayan Investment Holding Company is keen to develop mechanisms for presentation and disclosure of all issues related to the Company’s incorporation, financial position, performance and ownership, to the shareholders, the investors and the public, as the BOD believes in the importance of timely, accurate, and transparent disclosure, to allow shareholders and investors to get acquainted with all aspects related to the Company’s activities and financial statements, and to evaluate its performance.

Shareholders Rights

The corporate governance system at Bayan Investment Holding Company ensures that the shareholders have access to the basic rights thereof to a significant extent of fairness and equality, ensuring equal dealing with all shareholders and protection against breach of the rights thereof, in addition to protecting capitals of shareholders against misuse by the company managers, the Member of a Board Members, and Major Shareholders.

To ensure fairness and equality among all shareholders and to protect their rights, Bayan Investment Holding Company included the procedures and conditions necessary to ensure having access by all shareholders to the rights thereof, in a manner that achieve fairness and equality without contradiction with the applicable laws, regulations, resolutions and instructions issued in this regard.

  • List the ownership value of their shared investment in the company records.
  • Dispose Shares, including registration and transfer of ownership.
  • Receive the decided share in dividends.
  • Receive a share in company assets in case of liquidation.
  • Have access to data and information of the company activity and operational and investment strategy regularly and easily.
  • Participate in meetings of the shareholders’ general assembly and vote on the resolutions thereof.
  • Elect Members of a Board of Directors.
  • Control performance of the company, in general, and the Board of Directors, in particular.
  • Hold the company’s Members of a Board of Directors or the executive management accountable and file liability claim, if they fail to meet roles entrusted thereto.
  • Approving any sale and purchase transactions or disposal in any way of the company’s assets, if this transaction is 50% or more of the total amount of the company’s assets.
  • The right in receiving information on rights, regulations and voting procedures.
  • The company shall allow all shareholders to exercise the right of voting without placing any obstacles preventing such voting.
  • Shareholders shall vote as principal or by proxy, with the same rights and duties, whether as principal or by proxy.
  • Shareholder shall be informed with all the standards that govern the voting process.
  • All shareholders owning the same type of Shares shall be entitled to vote on any changes related to the rights of shareholders through a call for holding the shareholder’ general assembly.
  • The company shall allow the shareholders to participate in voting to elect Members of a Board of Directors in the general assembly through mechanisms set forth by the company memorandum of association and articles of association and in context of those set forth in the Companies Law and its Executive Bylaws and Module Fifteen of the Executive Bylaws of law No. (7) of 2010 and its amendments regarding the establishment of the Capital Markets Authority and regulating securities activities.
  • The company shall provide a brief introduction of candidates for the Members of a Board of Directors, and the capacity on which he wishes to nominate himself before voting. This will give shareholders a clear concept of the professional and technical skills of candidates and other experience and qualifications thereof.
  • All categories of shareholders shall have an opportunity to hold the Board of Directors accountable for the roles entrusted thereto.

Stakeholders

Recognizing the stakeholders’ roles and encourage cooperation between the Company and the stakeholders in various fields, is a matter of concern for Bayan Investment Holding Company, as contributions of the stakeholders represent very important resource in establishing the Company’s competitiveness and support its profitability levels, therefore the company has set the necessary systems and polices that guarantee the protection of the stakeholders, in accordance with the regulating rules issued in this regards.

CSR & Sustainability

Bayan Investment Holding Company continues its efforts to act ethically and contribute into achieving social sustainability in general. Therefore, Bayan focuses on developing the quality of living, social and economic conditions of its workforce and their families. It also works on encouraging and supporting national labour, in addition to contributing to protecting the environment against pollution and other environmental damages. To view CSR & Sustainability page, please Click Here.