Corporate Governance

The Board of Directors (the “Board”) is responsible for the overall governance of the Firm through continuous review and adherence to international best practices and standards. The Board determines the Firm’s strategy, provides direction to Executive Management, ensures that the control framework is functioning effectively, and monitors Executive Management’s performance.

1. Board of Directors

The Board meets regularly throughout the year to oversee strategic financial operations, internal control, and compliance issues. Directors serve a term of three (3) years.

2. Board Committees

The Board has established two sub-committees:

2.1 Board Audit, Governance, Risk, and Compliance Committee (“AGRC”)

The AGRC is an independent committee responsible for assisting the Board in fulfilling its oversight responsibilities, ensuring appropriate oversight while allowing for efficient day-to-day management of the Firm. The AGRC meets at least four (4) times a year.

Responsibilities:

  1. Audit

    • Oversee the financial reporting process, internal control systems, and the audit process.

    • Monitor compliance with laws, regulations, and the Firm’s code of conduct.

  2. Risk

    • Oversee financial and non-financial risks.

    • Review and implement risk frameworks and risk appetite in line with the Firm’s structure, risk profile, complexity, activities, and size.

  3. Governance

    • Oversee the Firm’s Corporate Governance model.

    • Review and approve the Corporate Governance Framework to ensure compliance with prevailing regulations.

  4. Compliance

    • Oversee the Firm’s Compliance model.

    • Review and approve the Compliance Framework and plan to ensure adherence to regulations.

2.2 Board Executive Committee (“BEC”)

The BEC acts on behalf of the Board between scheduled meetings. It is responsible for overseeing the management of the Firm, ensuring the implementation of strategies, and addressing urgent matters requiring timely decisions. The BEC meets at least six (6) times a year.

Key Responsibilities:

  1. Strategic Oversight

    • Review and assess the Firm’s strategic direction and make recommendations to the Board.

    • Monitor the implementation of strategic initiatives and performance against goals.

  2. Financial Management

    • Review financial reports, budgets, and forecasts.

    • Approve expenditures and financial commitments within limits set by the Board.

    • Review and recommend the Firm's annual operating budget.

    • Ensure the capital position is maintained in accordance with regulatory requirements and Board directives.

  3. Strategy and Business Plan Approval

    • Review and approve business and strategic plans related to investment strategies, ensuring alignment with the Firm's goals and risk management policies.

  4. Monitoring Implementation

    • Oversee the implementation of approved business plans, ensuring objectives are met and accountability for performance against established metrics.

  5. Emergency Decisions

    • Act on urgent matters requiring immediate attention that cannot wait for the next Board meeting.

  6. Investments

    • Review and recommend to the Board acquisitions and disposals of investments and financial advisory mandates.

    • Oversee investment policies, strategies, and programs.

    • Delegate authority to Management to execute individual investment transactions within approved policies and limits.

    • Review investment transactions and the performance of investment portfolios.

    • Ensure compliance with external regulations and internal policies regarding investments.

  7. Human Resources, Compensation, and Remuneration

    • Annually review and make recommendations to the Board on bonus, share option, and redundancy policies.

    • Review Executive Management’s remuneration and annual manpower planning.

  8. Succession Plan

    • Review and recommend appropriate succession plans for Executive Management.

  9. Other Matters

    • Establish operating guidelines and review Management recommendations on administrative and financial matters.

    • Review and monitor litigation matters involving the Firm.

    • Review and reassess the adequacy of this Charter annually and recommend proposed changes to the Board.

3. Independent Shari’ah Supervisory Board

As an Islamic Investment Company, the Firm has established a Shari’ah Supervisory Board, comprising expert independent Shari’ah scholars. This Board assists the Board in effectively discharging its responsibilities by regularly reviewing all investment products and business activities to ensure compliance with Islamic Shari’ah principles and approving the Firm’s financial statements.

4. Management Committees

The Board has established two governance committees: the Executive Management Committee and the Management Investment Committee. These committees consist of senior management and heads of departments responsible for decision-making on funding, asset utilization, IT, investment acquisitions/exits, and risk management, including market, credit, liquidity, and operational risks.

These committees manage the investment portfolio, make recommendations on proposed investments and exits, and approve final share allocations to investors. They monitor the execution of the strategic business plan, adopt best practices in management, and provide guidelines for day-to-day operations within the procedures approved by the Board.