Corporate Governance

We have specifically designed our corporate governance to produce an efficient and entrepreneurial decision-making structure that is fair, transparent and, and that aligns the interests of investors, management and employees with those of its shareholders, financiers and investors.

Board and Management Committees

Good corporate governance is important. But our corporate governance is part of who we are as a Shari’ah-compliant investment bank - put simply it’s inherent in our beliefs.

Our belief in Shari’ah principles means we adopt fair and honorable working practices and conduct ourselves in an ethically and socially responsible manner. It’s not simply at the heart of what we do but who we are.

Our system of procedures and principles that governs Arcapita’s management and operations is fundamental to our future success. Our Board of Directors and senior management commit to an efficient, entrepreneurial decision-making structure that is fair, transparent and accountable, while maintaining the agility required for closing a transaction. Our distinguished Board of Directors comprises eminent businessmen across the GCC region. Drawing on deep experience in management, industry and investments, they represent the best interests of investors and management through expert advice and counsel.

Our Board of Directors is responsible for our strategy and for the supervision and oversight of our senior management, who implement day-to-day management policies.

Our Board of Directors consists of eight members, including seven non-executive members and Mr. Atif A. Abdulmalik, the firm’s CEO, representing management. Our Board of Directors meet as often as business requires, and a minimum of four times a year. The roles of Chairman of our Board of Directors and our CEO are distinct, and so provide a separation of authority. Our management works closely with the Board of Directors, both directly and through its various committees. Management regularly provides investment and financial updates and strategic forecasts to our Board of Directors – as well as openly discussing all investment decisions and any other major decisions facing us.

Corporate Governance

Board Committees

 

Our Board of Directors is assisted in its monitoring and oversight responsibilities by the following Board committees: the Executive Investment Committee (EIC), the Executive Administration and Corporate Governance Committee (EAC) and the Audit and Risk Management Committee (ARC).

Executive Investment Committee

The EIC’s primary duties and responsibilities are to:

  • Establish operating guidelines for investment activities
  • Approve new investments
  • Approve divestitures of current investments
  • Monitor investment performance across the portfolio
  • Approve firm-level financing and issuing of securities

Executive Administrative and Corporate Governance Committee

The EAC’s primary duties and responsibilities are to:

  • Recommend and approve corporate and administrative policies and procedures
  • Review and recommend approval of the annual budget
  • Recommend and revise corporate governance policies and procedures
  • Oversee and monitor the governance framework

Executive Audit & Risk Management Committee

The ARC’s primary duties and responsibilities are to:

  • Approve and recommend for further approval by the Board of Directors:
    • Annual financial statements and budgets
    • Auditors and consultants
  • Monitor financial reporting, risk, compliance and internal control
  • Review and appraise activities of external and internal auditors

Management Committees

 

We have assembled a management team with deep experience in building and managing investment platforms globally. Drawing upon management’s collective experience and track record, we employ a seasoned management team that has lived through multiple investment cycles.

Executive Committee

Our Executive Committee oversees the strategic planning and the decision making for all new investments. For example, prior to making a commitment to sign definitive agreements relating to investments (equity and financing), each new investment will need to be reviewed by our Executive Committee. Roles include the following:

  • Set global strategy for Arcapita Group
  • Review and recommend new investments
  • Review and approve business plans, budgets and control systems
  • Manage human capital, including determining compensation and benefits plans and overseeing human resource development

Risk Management Committee

Our Risk Management Committee’s duty is to establish and maintain Arcapita’s internal risk management framework . The Risk Management Committee’s responsibilities include the following:

  • Establish and maintain a risk management framework throughout the firm
  • Identify, assess and measure risks arising from the firm’s activities
  • Advise the Board Audit and Risk Committee
  • Oversee risk functions

Market Sounding Group

Our Market Sounding Group (MSG) evaluates and gives an initial assessment of the marketability of investment opportunities sourced by our investment teams. The MSG comprises members from the following groups: the Investors Relationship Management, Financial Management Group and Shari’ah.

Investment Executive Committee

The Investment Executive Committee oversees the management of the existing investment portfolio, screens future new deal activity before approvals are sought from the Market Sounding Group and the Executive Committee and provides inputs for our annual business planning. Its roles and responsibilities include the following:

  • Oversight of investment teams
  • Approval of investment strategy, geographies and sectors
  • Approval of investment opportunities
  • Monitoring, management and oversight of existing investments
  • Prepare and approve the firm’s investment reporting
  • Evaluate and prepare portfolio summaries, exit summaries and future investment plans for financial reports and budgets

Shari’ah Supervisory Board

Our Shari’ah Supervisory Board ensures that all investments undertaken by the investment teams comply with Shari’ah principles. Our Shari’ah Supervisory Board also approves the audited financial statements of Arcapita, confirming adherence to Shari’ah principles.