GFH Financial BSC : Group B.S.C. Corporate Governance Report FY-2023

GFH Financial Group B.S.C.

Corporate Governance Report FY-2023

GFH Financial Group BSC ("GFH" or the "Bank") is an Islamic Wholesale bank that was established in 1999 in the Kingdom of Bahrain. GFH's business activities are carried in accordance with the principles of Islamic Sharia which include financial services, investment and commercial transactions, negotiable financial instruments, in addition to structured finance, securities and liquidity management designed to achieve profitable returns for investors.

In 2004, GFH Financial Group was converted from a closed shareholding company to a public shareholding company. Its shares are currently listed on the Bahrain Bourse, Boursa Kuwait, Dubai Financial Market, and Abu Dhabi Securities Exchange. Since its transformation into a public shareholding company, GFH has not only listed its shares on all four major stock exchanges in the GCC, but also strategically expanded its investment portfolio across the globe. In recent years, the Group has grown to manage over US$21 billion in assets, with pivotal expansions including the establishment and acquisition of its subsidiaries GFH Partners and GFH Capital. This growth underlines the Group's commitment to diversifying investments and maximizing returns in alignment with Islamic Sharia principles. GFH's issuance of Sukuk listed on the London Stock Exchange and NASDAQ Dubai in 2020 further exemplifies its innovative approach to Islamic financial services.

GFH's innovative strategies have garnered international acclaim, securing its position as one of Middle East's Top 30 Biggest Asset Managers by Forbes in both 2021 and 2022. Additionally, Euromoney recognized it as Bahrain's Investment Banking Market Leader for 2022 and 2023. Further testament to its leadership, in 2022, Forbes ranked Hisham Alrayes as one of the "Top 100 CEOs in the Middle East". Furthermore, Hisham Alrayes was honored as the Financial Services' CEO of the Year by Arabian Business consecutively in 2021, 2022, and 2023, highlighting GFH's prominent role in shaping the financial services landscape.

In 2022, GFH spun out legacy real estate and infrastructure investments through the creation of Infracorp, and within the same year Infracorp issued $900 million green sukuk on the London Stock Exchange - the first-ever green sukuk issued by a Bahraini entity - for which GFH Financial Group was the Sole Lead Manager.

Furthermore, GFH joined long term strategic partnership with both FII and the World Economic Forum in the year 2023 and the Bank expanded its regional portfolio to acquire logistics and healthcare assets in the GCC - amid favorable regional economic transformation policies. In 2023, GFH continues to Intensify its commitment to sustainable development by significantly increasing its investments in sustainable infrastructure, aligning its portfolio more closely with global sustainability goals and contributing to the transition towards a greener economy.

As a Public Shareholding Company, GFH's corporate governance framework is based on the guidelines issued by Ministry of Industry, Commerce (MOIC) under the Commercial Companies Law promulgated by Decree No. (21) for the year 2001 ("Companies Law") and the amendments thereto, the regulations of MOIC's Corporate Governance Code of 2018 promulgated by Decree No. (19) for 2018 and Ministerial Decree No. (91) of 2022 concerning the amendments to certain provisions of the Corporate Governance Code, the High-Level Controls Module ("HC Module") issued by the Central Bank of Bahrain (CBB) under its Rulebook - Volumes 2 and 6 and the amendments thereto and the Listing Rules approved by the Board of Directors of Bahrain Bourse in its meeting (4/2019) dated 08/10/2019 and the amendments thereto.

GFH's Corporate Governance Philosophy

The corporate governance framework is focused on assisting GFH to successfully meet its strategic objectives and maintain steady growth whilst remaining fully cognizant of our stakeholders and shareholders' interests.

GFH believes that compliance with corporate governance principles enhances its value through providing a suitable framework for the Board, Board Committees and Management to perform their duties in a manner that serves the interests of the bank and its shareholders. For this reason, GFH strives to achieve the highest levels of transparency and accountability by adopting and executing strategies, goals and policies which are aimed to comply with the regulatory requirements.

The Board of Directors are accountable to shareholders for the creation and delivery of strong sustainable financial performance and long-term shareholder value. To achieve this, the Board implements and monitors the Bank's strategy and performance, within a framework of sound corporate governance. The Chairman of the Board is responsible for leading the Board, ensuring its effectiveness, monitoring the performance of the CEO, and maintaining a dialogue with the bank's stakeholders. The control functions such as Internal Audit, Risk Management and Compliance & AML report directly to the Board Audit and Risk Committee ("ARC").

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Compliance with Regulations (High Level Control Module - CBB Rulebook, Volume 6)

In 2023, GFH continued the implementation of the Corporate Governance rules and the requirements of 'High Level Control Module of the CBB Rulebook Volume 6 (HC Module)'.

As per rule HC-A.1.12 of the HC Module with reference to the disclosure of the rule must be complied with by those to whom the content is addressed and non-compliance events (Comply or Explain Principle) which stipulates the need to elucidate the non-compliance cases and provide clarification on the same in event non-compliance with the rules and guidelines of the HC Module, GFH wishes to disclose the following:

• The Nomination, Remuneration and Governance Committee does not include a Sharia Scholar (a member of Sharia Supervisory Board) as recommended under guidance note HC-9.2.4 (b).
• Contrary to guidance note HC-7.4.2 which recommends all Board of Directors to attend the shareholders' meeting, the shareholders' meetings held on 26th March 2023 were attended by three Board of Directors only due to unforeseen circumstances.

Organizational Structure

As of 31st December 2023

GFH's Corporate Governance framework:

GFH's Corporate Governance framework remains in line with the applicable regulatory requirements and is comprised of GFH's Board of Directors' Charter, Code of Conduct for the Directors, Conflict of Interest Policy, Gift Policy, Whistle Blowing Policy, Public Disclosures & Communication Policy, Client Charter, and Code of Business Ethics & Conduct for the Management & staff members.

Furthermore, the Mechanism of Performance Evaluation of the Board, Board Committees, and Individual Board of Directors, as well as the other internal policies of the Bank are in line with the regulations and guidelines issued by the CBB and international best practices.

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As part of the disclosure requirements indicated in HC Module, GFH presents the following facts:

1. Ownership of shares

A.1. Distribution of shareholdings according to nationality

As of 31st December 2023, the shareholders register shows that there are 8,650 shareholders who own 3,832,593,838 shares at a nominal value of US$ 0.265 per share, as follows:

Nationality	No. of Shareholders	No. of Shares	% of outstanding shares
Emirati	2,012	1,238,217,688	32.31%
Kuwaiti	3,846	1,072,833,211	27.99%
Bahraini	663	733,483,739	19.14%
Saudi	268	225,284,683	5.88%
American	31	136,755,301	3.57%
Jordanian	377	54,873,755	1.43%
Qatari	73	54,730,037	1.43%
Omani	39	12,880,902	0.34%
Others	1,341	303,534,522	7.92%
Total	8,650	3,832,593,838	100%

A.2. Distribution of ownership according to the percentage of shareholding

The below table shows the distribution of ownership according to the percentage of shareholding as of 31st December 2023:

Particulars	No. of Shareholders	No. of Shares	% of outstanding shares
Less than 1%	8632	2,344,580,087	61.174%
1% to less than 5%	17	1,239,114,234	32.330%
5% to less than 10%	1	248,899,517	6.494%
10% to less than 20%	0	0	0%
20% to less than 50%	0	0	0%
Total	8650	3,832,593,838	100%

A.3. Names of shareholders who own 5% or more

As of 31st December 2023, the following shareholders owned more than 5% of the Group's shares:

1. GFH Employee Benefit Trust

B. GFH Board of Directors and the Executive Management

B.1. Formation of the Board of Directors

The Board of GFH is composed of eight (8) Directors as of 31st December 2023. The current Board of GFH will complete its term in March 2024.

i.	Mr. Ghazi Al Hajeri	Chairman (Independent Director)
ii.	Mr. Edris Alrafi	Vice Chairman (Independent Director)
iii.	Mr. Hisham Ahmed Alrayes	Member (Executive Director)
iv.	Mr. Rashid Al Kaabi	Member (Non-Executive Director)
v.	Mr. Ali Murad	Member (Independent Director)
vi. Mr. Fawaz Al Tamimi	Member (Independent Director)
vii. Mr. Darwish Al Ketbi	Member (Independent Director)
viii. Mr. Yusuf Taqi	Member (Independent Director)

In compliance with the CBB requirements, which mandates at least one third of the members of the Board of Directors to be Independent Directors; as of 31st December 2023, the Board was comprised of six Independent Directors which includes the Chairman of the Audit and Risk Committee and the Chairman of the Nomination, Remuneration and Governance Committee.

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B.2. Separation between the position of Chairman/Deputy Chairman and Chief Executive Officer

In compliance with the CBB requirements, the position of the Chairman/Deputy Chairman and that of the Chief Executive Officer are segregated and there is no amalgamation of responsibilities in these two positions.

B.3. Function of Board and responsibilities of the Board of Directors

The Articles of Association of GFH Financial Group stipulate the responsibilities of the Chairman and members of the Board of Directors as well as the guidelines of corporate governance with respect to the distribution of responsibilities between the Board of Directors and executive management. The BOD oversees all the business activities in consultation with the executive management team. The BOD also discusses and agrees with GFH Financial Group's business strategy. Additionally, the BOD is responsible for risk management and the preparation of consolidated financial statements in accordance with AAOIFI standards as modified by the CBB and corporate governance issues. The matters which require the approval of the Board include long term strategic and annual business plan, matters pertaining to corporate governance, acquisition, and disposal of investments, exit of projects. This is along with the main role of the Board which is to ensure adherence to the values of GFH Financial Group, including the values set forth in its internalregulations.

When appointed, the Board of Directors are provided with the necessary detailed information to enable them to effectively perform their main role of overseeing the strategic, operational, financial, and compliance affairs as well as corporate governance controls in GFH Financial Group. The corporate governance framework allows a member of the Board of Directors to seek independent advice when necessary.

With respect to the channels of communication between the BOD and executive management, the Board of Directors can always contact and request information from the executive management.

B.4. Independence of Board of Directors

Independent Directors represent the majority of the Board of Directors. To ensure the independence of members, all Board of Directors are required to inform the Board about any changes that may occur in their capacity which may affect the assessment of their independence by the Board of Directors. They should also ensure that their membership of the Board is not in conflict with any of their other interests and enables them to devote their time and attention to the Board. Before starting any Board meeting, the Chairman instructs the Board of Directors to abstain from voting on any resolution that pose a conflict of interest; this is in addition to the annual disclosure submitted to the Board of Directors in compliance with the conflict-of-interest policy applicable in GFH.

The Nomination, Remuneration and Governance Committee is responsible, along with its role in the identification, assessment, and selection of candidates for membership of the Board of Directors, for the verification of the independence of members through the controls established by the regulations in this regard. In the selection process, the Committee ensures that the executive and non-executive candidates have a wide expertise in different fields of business and support services. Independent Directors are chosen from different sectors to ensure diversified views and expertise within the Board, as the current independent Directors come from financial, commercial and government sectors.

The following table shows the classification of members of the Board of Directors as of 31st December 2023:

Classification of members	No.	% of Representation
Independent	6	75%
Non-Executive	1	12.5%
Executive	1	12.5%
Total	8	100%

The following table shows the percentage of women and men on the Board during the year in compliance with CBB Rulebook Volume 6 HC-8.3.3:

Representation	No.	% of Representation	No.	% of Representation
(as of 1 January 2023)	(as of 1 January 2023)	(as of 31st December 2023)	(as of 31st December 2023)
Women	0	0%	0	0%
Men	8	100%	8	100%
Total	8	100%	8	100%

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B.5. Letter of Appointment of Board of Directors

Upon appointment, the Directors are required to sign a written agreement (letter of appointment) with GFH. The agreement contains details of the responsibilities and powers of the Directors as well as the information required by the regulations. Upon appointment, the Board of Directors is presented with a comprehensive official introduction specifically designed for this purpose. It includes, among other things, review of the Board's role in general and the duties and roles of the Board of Directors in particular, in addition to meeting with the executive management, presentation of GFH's strategy, financial performance, risks and legal issues and other related matters.

During the term of membership, a member of the Board of Directors must be fully aware of all aspects of the business, including the Bank's policies relating to corporate governance.

B.6. The Right of Shareholders to appoint Directors of the Board

Under Article 175 of the Commercial Companies Law of 2001 (CCL-2001) and the amendments thereto and Article 27 of GFH's Amended and Restated Articles of Association ('AOA') of the Bank, each shareholder who owns 10% or more of the capital is entitled to appoint his representative in the BOD in proportion to the number of Directors of the Board.

B.7. System for Election and Termination of Directors

The system for the election and termination of Directors is governed by Article 176 - 179 of the CCL-2001 and the amendments thereto and Articles 24 - 28 of AOA.

As per the contract signed with the Directors, GFH may terminate the Director's appointment with immediate effect if the Director has:

1. committed any serious or repeated breach or non-observance of his obligations to GFH (which includes an obligation not to breach any fiduciary duties) including those arising under this agreement; or
2. been guilty of any fraud or dishonesty or acted in any manner which, in the opinion of GFH, brings or is likely to bring the Director or GFH into disrepute or is materially averse to the interests of GFH;or
3. been declared bankrupt or have arranged with or for the benefit of his creditors, or any similar or analogous act or event; or
4. been disqualified from acting as a director for any reason; or
5. been absent without a valid reason for more than four (4) consecutive board meetings; or

Furthermore, in line with the Article 179 of CCL-2001 and Articles 29 and 31 of AOA, in case of vacancy for one or more Board of Directors, the Board shall elect by a secret ballot or otherwise, a substitute amongst certain number of candidates, proposed by at least two Board of Directors until the first General Meeting isheld.

B.8. GFH Board of Directors and their other memberships

The table below shows the composition of the Board of Directors, the other memberships of the Directors and membership of the committees as of 31st December 2023:

	Date of first	Independent		Number of	Number of	Number of	Number of
Board of Directors	appointment in	/ Non-	Representation	memberships	memberships in other	memberships in other	memberships in
BOD/ Re-	Executive /	in other boards	boards of Directors in	boards of Directors of	Board
	appointment	Executive		of Directors	Bahrain	banks in Bahrain	Committees
Ghazi Al Hajeri	Mar 2017 /	Independent	NA	2	-	-	1
Sep 2020
Edris Alrafi	Sep 2020	Independent	NA	1	-	-	1
Hisham AlRayes	April 2016 /		NA	28	14	1	1
Sep 2020	Executive
Rashid Al Kaabi	Mar 2017 /	Non-	NA	7	-	-	1
Sep 2020	Executive
Ali Murad	March 2020 /	Independent	NA	6	-	-	1
Sep 2020
Fawaz Al Tamimi	Sep 2020	Independent	NA	2	-	-	1
Darwish Al Ketbi	April 2022	Independent	NA	2	-	-	1
Yusuf Taqi	June 2022	Independent	NA	0	3	0	1

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B.9. Ownership of the Members of the Board in GFH shares

The table below shows the change in the ownership of members of the Board of Directors of the shares of GFH Financial Group, as of 31st December 2023 compared to that of 31st December 2022:

Board of Directors	Shares owned as of	Shares owned as of	Percentage of ownership as of
31st December 2022	31st December 2023	31st December 2023
Hisham AlRayes	148,267,546	171,027,448	4.46%
Rashid Al Kaabi	-	-	-
Ghazi Al Hajeri	-	-	-
Ali Murad	161,167,124	161,167,124	4.21%
Fawaz Al Tamimi	-	-	-
Edris Alrafi	-	-	-
Darwish Al Ketbi	-	-	-
Yusuf Taqi	-	-	-

B.10. Directors' and Senior Managers' trading of the Bank's shares and distribution of ownership on an individual basis during the year 2023

		Transactions - within the period
Board of Directors	Total no. of shares		1st Jan - 31st Dec 2023		Total no. of shares	% of
held as of						held as of
	31st Dec 2022	Sold		Transferred for		Additional	31st Dec 2023	ownership
			settlement #		Position
Hisham Alrayes	148,267,546	-		29,539,424		52,299,326	171,027,448	4.46%
Rashid Al Kaabi	-	-		-		-	-	-
Ghazi Al Hajeri	-	-		-		-	-	-
Ali Murad	161,167,124	-		-		-	161,167,124	4.21%
Fawaz Al Tamimi	-	-		-		-	-	-
Edris Al-Rafi	-	-		-		-	-	-
Darwish Al Ketbi	-	-		-		-	-	-
Yusuf Taqi	-	-		-		-	-	-

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	Name of			Total no. of shares			Transactions - within the period			Net total no. of
						1st Jan - 31st Dec 2023
	Management &			held as of 31st Dec												shares held as of
	Approved Persons			2022			Sold			Transferred for			Additional			31st Dec 2023
									settlement #			Position*
	Hisham Alrayes	148,267,546		-		29,539,424			52,299,326		171,027,448
	Salah Sharif	4,972,531		-		1,390,001			3,097,589		6,680,119
	Baha Al Marzooq	1,024,801		648,084		115,975			626,979		887,721
	Hammad Younus	2,572,412		1,697,351		347,925			2,250,038		2,777,174
	Nael Al Kujok	1,443,059		1,133,057		1,831,305			3,231,333		1,710,030
	Suryanarayanan	3,098,464		600,000		1,147,191			2,721,133		4,072,406
	Hariharan
	Razi Al Merbati	10,070,982		-		1,344,294			3,583,915		12,310,603
	Pietro de Libero	-		-		-			615,157		615,157
	Dr. Mohamed	1,082,524		667,326		115,975			750,011		1,049,234
	Abdulsalam
	Muneera Isa	867,573		631,844		385,226			1,118,329		968,832
	Ahmed Jamsheer	2,927,033		1,842,590		347,925			2,003,974		2,740,492
	Osama Janahi	911,913		-		-			-		911,913
	Osama Nasr	-		-		-			-		-
	Mariam Jowhary	554,913		454,831		678,310			1,142,156		563,928
	Bhaskar Mehta	-		-						369,094		369,094
	Salem Patel	5,165,036		-		1,018,823			2,094,150		6,240,363
	Mohammed Mattar	-		-		-			-		-
	Mohammed AlHusaini	-		-		-			-		-
	Total	182,958,787		7,675,083		38,262,374			75,903,184		212,924,514

• Certain of the banks share schemes include a leverage component, and any settlement within the Group share scheme policies are reduced from employee holdings.

• Includes the shares bought directly from market or/and the shares awarded/ vested under Employee Share Schemes or/and the stock dividend on such shares received during the year.

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B.11. Meetings of the Board of Director during the year 2023

The meetings of the Board of Directors and the Board committees are held whenever the need arises, but under the regulations, the BOD should meet at least four times during a single fiscal year. The BOD held five (5) meetings during 2023. The shareholder's meeting was held on 26th March 2023.

In addition to official meetings, several urgent resolutions were also passed by circulation in 2023 via e-mail to the Board of Directors.

As for the agenda of the meetings of the Board of Directors, it is sent to the Directors at a suitable time before the date of the meeting, to provide them with the necessary information, reports and documents for their information and review. The Board of Directors is notified of all topics and key events that arise and may require their approval. The executive management is responsible for informing the Board of Directors of the performance of GFH at each meeting.

Dates of Board meetings held during the fiscal year 2023 are as follows:

1. 9th February 2023
2. 11th May 2023
3. 10th August 2023
4. 29th October 2023
5. 13th November 2023

Date & location of meeting	Names of Directors present		Names of Directors who	Names of Directors not
participated by phone/ video link	present
Date: 9th February 2023	1.	Mr. Ghazi Al Hajeri
1st Meeting	2.	Mr. Edris Al-Rafi	7.	Mr. Rashid Al Kaabi
	3.	Mr. Ali Murad	8. Mr. Fawaz Al Tamimi
GFH Group Headquarters -	4.	Mr. Yousuf Taqi
5.	Mr. Darwish Al Ketbi
Kingdom of Bahrain
6.	Mr. Hisham Alrayes
Date: 11th May 2023	1.	Mr. Ali Murad
2nd Meeting	6.	Mr. Ghazi Al Hajeri
2.	Mr. Yousuf Taqi
	3.	Mr. Fawaz Al Tamimi	7.	Mr. Edris Al-Rafi
GFH Group Headquarters -	4.	Mr. Darwish Al Ketbi	8.	Mr. Rashid Al Kaabi
Kingdom of Bahrain	5.	Mr. Hisham Alrayes
			1. Mr. Ghazi Al Hajeri
Date: 10th August 2023			2.	Mr. Edris Al-Rafi
3rd Meeting			3.	Mr. Ali Murad	8. Mr. Fawaz Al Tamimi
			4.	Mr. Rashid Al Kaabi
Via Conference Call			5.	Mr. Yousuf Taqi
		6. Mr. Darwish Al Ketbi
			7.	Mr. Hisham Alrayes
Date: 29th October 2023	1.	Mr. Ghazi Al Hajeri
4th Meeting	2.	Mr. Edris Al-Rafi	7.	Mr. Rashid Al Kaabi
	3.	Mr. Ali Murad
The Four-Seasons Hotel -	4.	Mr. Yousuf Taqi	8.	Mr. Fawaz Al Tamimi
5.	Mr. Darwish Al Ketbi
Kingdom of Bahrain
6.	Mr. Hisham Alrayes
Date: 13th November 2023	1.	Mr. Ghazi Al Hajeri
5th Meeting	2.	Mr. Edris Al-Rafi	7.	Mr. Rashid Al Kaabi
	3.	Mr. Hisham Alrayes
GFH Group Headquarters -	4.	Mr. Ali Murad	8.	Mr. Darwish Al Ketbi
5.	Mr. Yousuf Taqi
Kingdom of Bahrain
6.	Mr. Fawaz Al Tamimi

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B.12. Quorum required for adoption of Board resolutions.

The required quorum for the meetings of the Board of Directors and Annual General Meeting shall be in accordance with the provisions of the Articles of Association of GFH. The Board of Directors may pass its resolutions via post, e-mail, fax, conference call, video call or any other means of audio or video communication pursuant to the provisions of Article 33-e of the Articles of Association of the Bank.

1. Board Committees

The Board of Directors has established two subordinate committees and has delegated specific powers to each committee as follows:

C.1. The Audit and Risk Committee

The Audit and Risk Committee (ARC) is responsible for following up on the internal and external audit, risk management as well as compliance and anti-money laundering matters.

During the fiscal year 2023, the Committee held Four meetings, as detailed below:

				ARC members who
ARC meeting date & Location	ARC members present	participated by phone/	ARC members not present
				video link
Date: 10th May 2023
1st Meeting	1.	Mr. Yousuf Taqi	2.	Mr. Darwish Al Ketbi
GFH Group Headquarters -			3.	Mr. Edris Alrafi
Kingdom of Bahrain
Date: 9th August 2023
2nd Meeting			2.	Mr. Darwish Al Ketbi
	1.	Mr. Yousuf Taqi
GFH Group Headquarters -	3.	Mr. Edris Alrafi
Kingdom of Bahrain
Date: 12th November 2023
3rd Meeting	1.	Mr. Yousuf Taqi
			3. Mr. Darwish Al Ketbi
GFH Group Headquarters -	2.	Mr. Edris Alrafi
Kingdom of Bahrain
Date: 6th December 2023
4th Meeting	1.	Mr. Yousuf Taqi
	2. Mr. Edris Al-Rafi
GFH Group Headquarters -	3.	Mr. Darwish Al Ketbi
Kingdom of Bahrain

C.2. Nomination, Remuneration & Governance Committee

The Nomination, Remuneration & Governance Committee ("NRGC") is responsible for recruitment, rewards, incentive compensation of employees and the preparation of internal policies to manage human resources and other administrative matters. It is also responsible for overseeing the governance framework of GFH Financial Group.

The Committee met two times during the fiscal year 2023, as detailed below:

			NRGC members who	NRGC members not
		participated by phone/ video
NRGC Meeting date & location	NRGC members present		link	present
Date: 9th February 2023		1.	Mr. Ghazi Al Hajeri
		2.	Mr. Rashed Al Kaabi
Video Conference Call		3.	Mr. Fawaz Al Tamimi
Date: 30th November 2023		1. Mr. Ghazi Al Hajeri
		2. Mr. Rashed Al Kaabi	Page 9
Video Call Conference		3. Mr. Fawaz Al Tamimi

1. Audit fees and other services provided by the external auditor

During the Annual General Meeting held on 26th March 2023, the shareholders approved the re-appointment of KPMG as external auditors for the year ending 31st December 2023 and authorized the Board of Directors to determine their remuneration, accordingly KPMG and its network firms has provided GFH Financial Group and its subsidiaries with the following services:

Categories of services	Fees in BD		Main type of services included in each category
(in thousands)
(a) Audit of the group	526.14	•	Audit of GFH Group consolidated financial statements
consolidated financial			for the year ended 31 December 2023.
	•	Audit of the statutory	financial statements	of GFH
statements
		Group's subsidiaries.
			• Review of condensed	consolidated interim	financial
				statements of GFH Group and its subsidiaries for the
				period ended 31 March, 30 June, 30 Sep 2023.
(b) Services other than Audit		Audit related services
•	Audit Related	275.27	•	Agreed Upon Procedures (AUPs) related to compliance
•	Tax	32.65		requirements of CBB, MOIC and Capital Market for
•	Advisory		GFH Group and its subsidiaries.
253.31	•	Consolidation accounting opinions as per requirements
				of CBB.
			• Work related to share-based schemes, co-investment /
				carry schemes and other HR related matters.
			•	Review of raffle draws for commercial banking
				subsidiary.
			• Assistance in review	of translation of consolidated
				financial statements in arabic.
			Tax related services
			• Tax compliance services and corporate tax advisory to
				GFH Group and its subsidiaries.
			Other non-audit services (advisory)
			• Buy- side due diligence services to GFH Group and its
				subsidiaries.
			• Assistance for ICAAP and stress testing

• The assessment of conflict and independence is subject to review by the Audit Committee of the Group and / or its subdiaries, as applicable.

1. Other topics

E.1 Remuneration of the Board of Directors and Executive Management

Remuneration of the Board of Directors is recommended to the Board of Directors by the Nomination, Remuneration & Governance Committee and the Board of Directors then makes the recommendation to the shareholders at the annual general meeting.

The Board of Directors' remuneration takes into consideration the performance of the Bank as well as an assessment of compliance of individual members with their performance agreement and individual responsibilities. During the year 2023, the Board was paid fees as stated in the Chairman's Report accompanying the consolidated financialstatements.

Executive Management is entitled to a fixed remuneration as per their contractual agreements, and any other performance- related incentives/bonuses must be approved by the Board.

Also, during 2023, the total remuneration paid to Sharia Supervisory Board was US$400,000.

E.2 Continuous development of the Board and Board Committees

The Charter of the Board of Directors serves as a reference point for the Board activities. The Charter outlines the demarcation of the roles, functions, responsibilities and powers of the Board, various Board committees of GFH and matters reserved for final decision-making or preapproval by the Board and the policies and practices of the Board in respect of matters such as conflicts of interest and convening of Board meetings.

The Board Charter sets up a detailed Board Training guide which provides a framework for induction/orientation of new Board of Directors. The new Board of Directors are provided with a presentation pack containing overview/highlights of GFH.

All the members of the Board at the time of appointment should sign a Directors contract, which contains the terms of the

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