Corporate Governance



Corporate governance is the system by which companies are directed and controlled by the management in the best interest of the stakeholders and others, thus ensuring greater transparency for better and timely financial reporting. These policies adhere to the corporate philosophy of Fajr Investment Advisory BSC (c) to establish and maintain corporate governance policies and practices, which reflect both the requirements of the market and its regulators along with the expectations of the shareholders and others who deal with organization. The Board of Directors works with the management team towards this goal, with a particular focus on maintaining and enhancing long term shareholder value. Fajr’s Board of Directors has approved and implemented the following committees based on the best practices of Corporate Governance and regulatory requirements.


Fajr Corporate Governance Committees:


Fajr is required under its Category 3 license to hold three committees

  1. Audit Committee
  2. Nomination, Remuneration & Governance Committee
  3. Executive Committee

1. Audit Committee
The Charter for the Audit and Compliance Committee (‘ACC’) sets out the membership, responsibilities, principles and operation of the ACC and identifies the interaction with the Board of directors and our auditors. The role of the ACC is to assist the Board of Directors in ensuring and maintaining oversight of the Company's financial reporting system, internal control and risk management processes, audit functions including legal and regulatory requirements. The Audit and Compliance Committee is held twice in a business year and its members are:

  1. Mr. Ziyad Abdullatif Janahi (Chairman)
  2. Mr. Mohammed Taher Al Sharif (Independent Director)
  3. Mr Ali Khalil AlSharifi
  4. Mr. Jobu Thomas Mathew (Compliance Officer / MLRO)

2. Nomination, Remuneration & Governance Committee
The purpose of the Nomination, Remuneration & Governance Committee (‘NRGC’) is to assist the Board of directors in identifying and nominating individuals qualified to serve as Board and Sub-committee members of the Board. The NRGC also recommends the remuneration and rewards policy for the Company and in particular, for the directors and senior management team. It also conducts the performance review of Board and sub­committees and establishes the Company's corporate governance framework. The NRGC carries out its duties with due regard to local regulations (Bahrain Commercial Companies Law 2001, Bahrain Labour Law and Central Bank of Bahrain) and the Company's Memorandum and Articles of Association. The NRGC is held once in a business year and its members are:

  1. Mr. Ziyad Abdullatif Janahi (Chairman)
  2. Mr. Ali Khalil AlSharifi
  3. Mr Tracy Scott Elner
  4. Sh. Mohamed bin Abdul Rahman Al Khalifa
  5. Mr. Mohammad Ahmad Al Jaber
  6. Mr. Alexander Shushko
  7. Mr. Mohammed Taher Al Sharif (Independent Director)

3. Executive Committee
The role of the Executive committee (‘ExCom’) is to develop the strategy of the Company for the Board’s approval and to also guide, monitor and coordinate the management as well as the performance, in line with the Company’s strategy, including business plan and budget approvals by the Board. The Executive committee will also assist the Board of Directors in maintaining oversight of financial requirements through an Audit and Compliance Committee, thus ensuring and maintaining oversight of the company’s internal control, risk management and overall business environment. The ExCom also carries out duties delegated to it from time to time, as stated by the Board of Directors. It is held twice in a business year and its members are:

  1. Mr. Ziyad Abdullatif Janahi (Chairman)
  2. Mr Ali Khalil AlSharifi
  3. Mr Tracy Scott Elner
  4. Sh. Mohamed bin Abdul Rahman Al Khalifa
  5. Mr. Mohammad Ahmad Al Jaber
  6. Mr. Alexander Shushko
  7. Mr. Mohammed Taher Al Sharif (Independent Director)