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Fransa Invest Bank

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Corporate Governance

Corporate Governance Framework
Fransa Invest bank believes in, and is committed to implement sound Corporate Governance practices, which is considered the basis for its continued development, enhanced performance and strong confidence in its activities.

In this context, Fransa Invest Bank’s Board has adopted a Corporate Governance Code, which was developed in accordance with Fransa Invest Bank’s by-laws, and in line with the regulatory requirements; the applicable Lebanese Laws and international best practices in Corporate Governance. 

FIB’s Corporate Governance Code sets out the Bank’s vision, mission and core values and identifies the rights and responsibilities of each of the Shareholders, Board of Directors, Senior Management, and internal control functions.

The Bank is and has always been committed to the highest level of transparency, integrity and accountability, which has become the cornerstone of its culture.

Governance Structure
Fransa Invest Bank corporate governance structure includes the General Assembly (shareholders); the Board of Directors; the various committees; the Chairman; the Deputy Chairman; the Control Functions; the External Auditors; the Senior Management and the Business and Support functions. 

The aim behind such a structure is to provide an efficient framework for the assignment of responsibilities, accountability and workflows to ensure efficiency and effectiveness in the management decision making process.

Rights of Shareholders
Shareholders enjoy all rights conferred upon them by the Lebanese Code of Commerce. All common shareholders, including minority shareholders, enjoy the same rights and benefits and have one voting right for each common share (the principle of one share, one vote) without limitation.

Rights of Stakeholders
The Board members have a general duty to undertake their mission in compliance with applicable laws and the bank’s own by-laws. In case of any breach of this duty, any customer, depositor, creditor, bondholder and any other prejudiced individual or entity, may file a claim for damages against Board members.

Governance Framework
Fransabank is governed by a Board of Directors, which consists of twelve members elected by the General Assembly of Shareholders for a term of three years. The responsibilities of the Board of Directors are to ensure the proper management of the Bank, with the objective of adding value to all shareholders, investors, clients, and community in the short, medium, and long terms. In addition, the Board has overall responsibility of the Bank, including adopting and overseeing the implementation of the Bank’s strategic objectives, risk strategy, corporate governance and corporate values, as well as ensuring that adequate, effective and independent controls are in place.

Board of Directors
Fransa Invest bank is governed by a Board of Directors, which consists of three members at least and twelve members at most, Lebanese in majority, elected by the Ordinary General Assembly and should meet the conditions specified under the Code of Commerce and the Code of Money and Credit. 

The bank shall enhance the qualifications and promote the effectiveness of Board members through the election of a sufficient number of non-executive  Board members, in addition to a number of independent  members, in light of the size and complexity of the bank’s operations and its risk structure. In this context, the Board shall be comprised of at least two independent members, with a majority of qualified non-executive members. 

Directors by virtue of the by-laws are appointed for a maximum period of five years; those who are appointed by the Shareholders' meeting are for a maximum period of three years, subject to re-election.

The responsibilities of the Board of Directors are to ensure the proper management of the Bank, with the objective of adding value to all shareholders, investors, clients, and community in the short, medium, and long terms. In addition, the Board has overall responsibility of the Bank, including adopting and overseeing the implementation of the Bank’s strategic objectives, risk strategy, corporate governance and corporate values, as well as ensuring that adequate, effective and independent controls are in place.

Board Committees
In carrying out its oversight duties, the Board is supported by three committees, namely the Corporate Governance Committee, the Risk Management Committee, and the Audit Committee. 

Fransa Invest Bank has established a charter to each of these Committees which details the Committee’s scope of work, membership structure and composition, meetings as well as its roles and responsibilities.

Corporate Governance Committee

The responsibility of the Corporate Governance Committee is to provide oversight of all material Corporate Governance issues affecting the Bank; and to ensure that Fransa Invest Bank Corporate Governance practices are in line with the regulatory requirements and international best practices.

The Corporate Governance Committee is comprised of at least three non-executive members, whereby the Committee Chairperson shall be a non-executive Board member. 

Risk Management Committee

The Risk Management Committee’s responsibilities are to assist the Board of Directors in fulfilling its risk-related duties and to oversee the proper implementation of the risk management principles. The Committee monitors the Bank’s risk profile through the reports submitted by the Chief Risk Officer to the Risk Management Committee prior to presenting them to the Board of Directors.  

The Risk Management Committee shall comprise at least three members; at least one of them should be a non-executive Board member. The Board of Directors shall appoint the Risk Management Committee Chairperson, who shall be an independent Board member. 

Audit Committee

The committee shall assist the Board of Directors in performing its audit-related duties and its oversight role in issues related to internal control and Internal Audit, and in particular: 

  1. The competency and independence of the External Auditors and the Internal Audit Department
  2. The adequacy and effectiveness of the internal control procedures and systems
  3. The integrity of the financial statements
  4. The proper implementation of the corrective measures outlined in the reports of the Internal Audit Department, the Supervisory Authority and the External Auditors
  5. The bank’s compliance with the Central Bank of Lebanon and the Banking Control Commission regulations and recommendations, and generally all relevant legislations.
The Audit Committee is appointed by the Board of Directors and shall be composed of at least three members chosen among the non-executive members of the Board of Directors having no administrative functions in the Bank. The Board of Directors shall appoint the Chairperson of the Audit Committee, who shall be an independent board member.​

Senior Management
Senior management consists of a core group of individuals who are responsible and are held accountable for overseeing the day-to-day management of the bank. These individuals contribute to the bank’s sound Corporate Governance by helping to set the “tone at the top” along with the Board.

In this context, Fransa Invest bank SAL has established Management Committees to oversee the responsibilities of Senior Management and for this purpose, it defined a charter for each of the following committees: 
  1. Executive Committee
  2. Credit Committee
  3. ALCO Committee
  4. Anti-Money Laundering Committee

Disclosure and Transparency
The bank shall disclose key information that enables Shareholders and other Stakeholders to judge the effectiveness of the Board and Senior Management in governing the bank.