| Overall Philosophy |
Corporate governance is about commitment to values and ethical
business conduct. It is about how an organization is managed. This includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. Accordingly, timely and accurate disclosure of information regarding the financial situation, performance, ownership and governance of the company is an important part of corporate governance. This improves public understanding of the structure, activities and policies of the organization. Consequently, the organization is able to attract investors, and enhance the trust and confidence of the stakeholders.
At the core of our corporate governance practice is the Board of Directors, which
oversees how the management serves and protects the long-term
interests of all the stakeholders of the company. We believe that an
active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance.
We in Bank Sohar believe that sound corporate governance is critical to enhance and retain investor trust. Accordingly, we always seek to ensure that we attain our performance goals with integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures always seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
In a nutshell, our corporate governance philosophy is based on the following principles:
- Satisfy the spirit of the law and not just the letter of the law.
- Standards of corporate governance go beyond the law.
- Be transparent and maintain a high degree of disclosure level.
- Make a clear distinction between personal conveniences and corporate resources.
- Communicate externally, in a truthful manner, about how the company is run internally.
- Comply with the laws in all the countries in which the company's transacting business.
- Have a simple and transparent corporate structure driven solely by business needs.
- Remember that the management is the trustee of the shareholder's capital and not the owner.
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| Board of Directors |
The information requested in the Code
of Ethics & Conduct is included on every public document.
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| Audit and other Committees |
Board committees together with details of membership and attendance are recorded.
The Terms of Reference for the committe are standard for the Industry and evident from their titles. The Board has constituted committees of Directors to take informed decisions in the best interest of the Bank. These committees monitor the activities falling within their terms of reference. Various committees of the Board were reconstituted during the year for the effective operation of the Bank
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| Market Price Data |
The information envisaged by the Code
of Ethics will be included either within the Management Report, or relevant parts of the Financial Statements.
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| Code of Ethical Conduct & Conflict of Interest |
The Code of
Ethics / Conduct intends to ensure adherence to the highest business
and ethical standards while conducting the business of the Bank and
also compliance with the legal and regulatory requirements. The Bank values the ethical business standards very highly and intends adherence thereto in every segment of its business.
The Board members / Officials shall engage in and promote honest and ethical conduct of business, including the ethical handling of actual and / or apparent conflicts of interest between personal and professional relationships. The Board members / Officials shall avoid conflict of interest and disclose to the Board any material transaction or relationship that reasonably could be expected to give rise to such a conflict.
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| Non-Compliance |
Bank Sohar is not aware of any non-compliance with the law, regulation, or any other requirement of a statutory authority, nor has it been subject to penalty for any
such breach.
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| Communication with Shareholders and Investors |
Bank Sohar will publish quarterly
statements accounts, and when published these will be available on its website. The website, in addition, also provides a range of other information on Bank Sohar's business and products.
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| Confidentiality and Disclosure Information |
The Board members / Officials shall ensure and take all reasonable measures to protect the confidentiality of non-public information about the Bank, its business, customers and other materially significant information obtained or created in connection with any activities with the Bank and to prevent the unauthorized disclosure of such information unless required by applicable laws or regulations or legal or regulatory process. The Board members / Officials shall endeavor to produce full, fair, accurate, timely and understandable disclosures in reports and documents that the Bank files with, or submits to the
Central Bank of Oman Securities and Exchange Commission and other regulators and in other public communications made by the Bank.
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| Fair Practice Code for Lending |
As part of the wholesale banking business, the bank has various segments to which credit facilities are provided for their business requirements. These include a wide range of customers and range from small
and medium enterprises to large corporate borrowers.
Bank Sohar has a process for identification of target customers to whom facilities can be provided based on customer selection and risk assessment for that segment. The bank would have loan application forms for retail advances and credit cards. The bank would also verify the loan applications within a reasonable period of time.
In the case of all borrowers seeking loans, the bank would convey in writing, the main reason/reasons which, in the opinion of the bank after due consideration, have led to rejection of the loan applications. In case the proposal does not meet the internal risk parameters of the bank, the borrower would be intimated accordingly.
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Corporate Governance
