Corporate Governance

Jordan International Bank Plc was incorporated in 1984 in England as a public company limited by shares, under the name Jordan Finance Consortium Plc (company number 1814093). Three years later, in 1987, the name of the company was changed to Jordan International Bank Plc. By 2013 Jordan International Bank Plc’s activities were focused on four distinct business areas: Private Banking, Structured Property Finance, Treasury and Trade Finance.

Shareholders

The current shareholding of Jordan International Bank Plc was crystallised in 2013, with two of the original shareholders, Arab Jordan Investment Bank holding 25% of the shares and the Housing Bank for Trade and Finance holding the remaining 75% of the shares. The Housing Bank for Trade and Finance (HBTF), a listed company with its shares traded on the Amman Stock Exchange, is the second largest bank in Jordan and has the largest retail network in Jordan. Arab Jordan Investment Bank (AJIB), also a listed company with its shares traded on the Amman Stock Exchange, is primarily a commercial bank which serves a select base of corporate and high net worth clients. Arab Jordan Investment Bank acquired HSBC's banking business in Jordan in 2014, National Bank of Kuwait's banking operations in Jordan in 2022 and Standard Chartered Bank's banking business in Jordan in 2023. Both HBTF and AJIB have a number of overseas subsidiaries and branches.

The Bank’s shareholders actively and constructively engage with the Bank, in line with their responsibilities under the UK Stewardship Code. As an unlisted company, Jordan International Bank Plc (JIB) is not obliged to comply with the provisions of the UK Financial Reporting Council Corporate Governance Code; however, JIB chooses to apply many of the principles in the UK Corporate Governance Code, where these are commensurate to the size, complexity and ownership structure of the business.

In accordance with best practice, an external evaluation of the Board of Directors, the Audit Committee and the Risk Committee is carried out periodically. The Executive Committee, with the support of the Company Secretary, reviews its own performance, constitution and Terms of Reference periodically and recommends any changes that it considers necessary to the Board of Directors for approval.

Board of Directors

Jordan International Bank Plc’s Board of Directors has responsibility for the overall leadership of the Bank, setting the Bank’s values and standards and its strategic aims and objectives. The Board of Directors also determines the Bank’s structure and capital, financial reporting and controls, internal controls, major contracts, membership of the Board of Directors and Committees and other senior appointments, as well as oversight of remuneration, the delegation of authority, communication with shareholders and other aspects of corporate governance.

Jordan International Bank Plc’s Board of Directors normally meets five times each year. The Board has established two standing committees, the Audit Committee and the Risk Committee. The Audit Committee meets five times a year, prior to each Board meeting. The Risk Committee normally meets quarterly. The Terms of Reference for the Audit Committee and the Risk Committee are drafted in accordance with best practice and reviewed periodically. Jordan International Bank Plc’s executive management are regularly invited to attend the Board and Committee meetings.

Executive Committee

The Executive Committee is comprised solely of members of the London-based executive management team and meets at least monthly, but normally more frequently. The Terms of Reference for the Executive Committee are drafted in accordance with best practice and reviewed annually.

The Executive Committee is responsible for the day-to-day management of the Bank’s business, including the development and implementation of strategy, operational plans, policies, procedures and budgets; monitoring of operating and financial performance; assessment of the Bank’s current risk profile and control of risk, prioritisation and control of resources; and monitoring competitive forces in each area of the Bank’s operations.

The Executive Committee also meets to discuss the Bank’s assets, liabilities, funding, capital and liquidity, these meetings take place monthly or more often when required. The Executive Committee is also responsible for approving credit facilities and investments, within the limits as agreed from time to time by the Board of Directors and detailed in the Bank’s portfolio of policies.

JIB Board Members

Mr Ammar Al-Safadi - Chairman
Mr Naser Abu-Zahra - Non Executive Director
Ms Rana Sawalha – Non-Executive Director
Mr Basel Araj - Non-Executive Director
Mr Eyad Bawatneh - Non Executive Director
Mr Saad Hammad - Independent Non-Executive Director
Mr David Stewart - Independent Non Executive Director
Mr Nasser Tarawneh - Executive Director
Ms Fiona Christansen - Executive Director

JIB Audit Committee Members

Mr David Stewart (Chairman)
Mr Naser Abu-Zahra
Mr Eyad Bawatneh
Ms Rana Sawalha

JIB Risk Committee Members

Mr Basel Araj (Chairman)
Mr Naser Abu-Zahra
Mr David Stewart

JIB Executive Committee Members

Nasser Tarawneh, Chief Executive Officer
Fiona Christiansen, Chief Financial Officer
Steve Dry, Head of Structured Property Finance
Andrei Fetin, Chief Risk Officer
David Lavers, Head of Treasury
Sanjay Rajagopal, Chief Operating Officer

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