Commitment

Brief Description of AMB Application of Banking Corporate Governance Policies

The bank’s management has paid great attention to the application of the governance system and foundations, as a result of its deep belief in the importance of implementing effective governance systems that ensure the safe and sound operation of all the bank’s services and access to a safe and effective banking system in accordance with the best international banking practices, as well as enhancing public confidence, protecting the rights of depositors and shareholders, and building business foundations in accordance with the standards. Issued by the Basel Committee on the Governance of Banking Institutions, Al-Amal Bank has adopted an advanced corporate governance structure in accordance with a governance guide that was designed in accordance with a technical support agreement submitted by one of the largest global financial expertise houses represented by “Frankfurt School” and financing provided by the International Finance Corporation in order to ensure the efficiency of the application, and support the Board of Directors and other committees in achieving their tasks The bank works to provide the appropriate environment to achieve full compliance with the corporate governance law in the Republic of Yemen, the instructions manual issued by the Central Bank of Yemen, and the principles of corporate governance issued by the Basel Committee.

The bank strives to achieve the highest levels of transparency, credibility and disclosure by adopting and implementing a strategy, objectives and policies that seek to adhere to the responsibilities and regulatory provisions of the bank, as well as taking into account the importance of risk governance as part of the overall corporate governance framework.

The bank is constantly keen to enhance the value of having a strong board of directors, executive management and effective management committees, in a way that serves the interests of the bank and all relevant parties.

The Bank is committed to the highest levels of corporate values through a number of pillars, which are formulated in the form of well-established corporate governance policies and procedures and a code of conduct that covers all the main pillars of the corporate governance system represented in:

Related party transactions
This policy sets out the guiding principles for dealing and managing transactions with related parties, whether between the bank and its board members, or other parties, as well as the executive management and employees.

The role of the general assembly

This policy defines the responsibilities, powers and duties of the general assembly with the related parties of the shareholders, the board of directors, and the supervision of the bank's activities.

Board Charter
This policy defines the role and responsibilities of the members of the board of directors, the qualifications that must be met by the members, the qualification and continuous training of the members of the board of directors, and the mechanism of appointment and resignation of the members of the board of directors.

Council Committees
This policy includes the mechanism for establishing board committees in support of the role of the board of directors, the periodicity of holding committee meetings and submitting periodic reports to the board of directors. The bank has formed committees specialized in monitoring the bank’s implementation of governance policies and systems, the most important of which are the Governance Committee and the Audit Committee.

Executive Relationship Policies of the Council
This policy includes the relationship between the board of directors and the executive management in the process of monitoring and evaluating the performance of the executive management and determining its powers and qualifications to be met by its members, and the mechanism for appointing and dismissing the executive management.

Commitment and compliance
The Audit Committee has overall responsibility for monitoring compliance with all of the Bank’s governance policies with the support of the Internal Audit function. The Audit Committee also reports to the Board of Directors all issues and developments related to the implementation of this policy and any cases of non-compliance.

Conflicts of interest and common interests
The bank applies a conflict of interest policy that provides guidelines for identification, reporting, disclosure and prevention of potential conflicts of interest, including rules related to overlapping party transactions and potential conflicts of interest processes, and in application of one of the bank's business principles and disclosure of common interest cases and stakeholders. The bank has established procedures for its leaders and employees to deal with With cases and common stakeholders, including the need for each employee in the bank to disclose and notify the concerned about one of the following three cases:

• A relative of the employee up to the fourth degree has applied for a job at the bank.
• A relative of an employee up to the fourth degree applies for a loan from the bank.
• Purchasing or requesting a service from a person who is considered a relative of the employee up to the fourth degree.

Quality assurance
The quality policy defines the role of the governance committee formed in the bank in the process of reviewing the bank’s governance policy at regular intervals and is reviewed taking into account the prevailing best banking practices.

Disclosure and Transparency Policy
The disclosure and transparency policy defines the basic principles in the process of providing accurate, integrated and up-to-date information on financial and non-financial aspects to stakeholders and mechanisms of internal communication and continuous coordination.

Code of Conduct
The Board of Directors leads the efforts to establish professional standards and corporate values ​​that enhance the cohesion of the Bank, the executive management and other employees, and the Code of Conduct contributes to defining the ethical standards expected from the various relevant parties in the management of the Bank’s business, and this covers the Board of Directors, employees and related parties. employees on the Code of Conduct policy, as well as obtaining an annual written undertaking from employees to ensure that they are aware of the Code of Conduct.

Secrecy
Members of the Board of Directors, executive management and employees are obligated to maintain the confidentiality of information and data of the bank’s customers, in accordance with the laws and rules issued by the regulatory authorities in this regard, and this is achieved through the rules of confidentiality and information security that the bank adopts and applies with high efficiency.

Whistleblowing Policy
The bank is keen to create a work environment characterized by privacy and a spirit of cooperation for all employees, and the policy and procedures for reporting violations contribute to defining principles and procedures that allow the bank’s employees to report any concerns related to any deviations, potential violations, misconduct or behavior that should be reported in order to open independent investigations. and monitor these concerns.