Governance framework

MCB Ltd is led by a committed and unitary Board, which has a collective responsibility for the leadership, oversight and long-term success of the organisation. The Bank operates within a clearly defined governance framework, which enables delegation of authority and clear lines of responsibility, while allowing the Board to retain effective control. The Board is supported by five committees, each mandated to provide counsel, recommendations and specific expert guidance on matters affecting the Bank’s activities. Acting on the direction set by the Board, the Leadership Team is entrusted with the operational management of the business, with their performance and effectiveness closely monitored against set objectives and policies.


The Board defines the Bank’s purpose, strategy and value and determines all matters relating to the directions, policies, practices, management and operations of the Bank. The Board thereafter ensures that the Bank is being managed in accordance with its directions and delegations.

The methods through which the Board exercises its powers and discharges its responsibilities are set out in the Board Charter of MCB Ltd.

Board Committees

The Board has delegated authority to various Board committees to provide specialist guidance and make recommendations, through established reporting mechanisms, on areas and matters entrusted to them. Each committee has its own charter, as approved by the Board and reviewed as required, which sets out, inter alia, its roles, responsibilities, composition and meeting requirements.

Supervisory and Monitoring Committee

Audit Committee

Risk Monitoring Committee

Nomination and Remuneration Committee


The Board currently comprises 7 members: 1 executive, 2 non-executive and 4 independent non-executive directors. The executive and non-executive directors of MCB Ltd are shown below. Biographies are available by clicking on the relevant name.

Executive Director

Non-Executive Directors

MCB Group Corporate Services Ltd acts as Secretary to the Board.

Director nomination and appointment process

The Board has a formal and transparent process in place for the nomination and appointment of directors. In fulfilling this duty, the Board is supported by the Nomination and Remuneration Committee (NRC), which is responsible for overseeing board directorship’s renewal and succession planning. The NRC reviews the size, structure and composition of the Board on an annual basis or whenever appointments are considered. In so doing, it seeks to promote diversity of perspectives to enable a smooth execution of the Bank’s strategy in a dynamic operating environment. The NRC is responsible for identifying candidates, carrying out interviews and recommending potential directors to the Board for its approval. The selection criteria used to assess prospective candidates relate, amongst others, to their background, specific skills, expertise, knowledge and experience, including the value the individual can bring to the overall Board performance. The NRC also considers gender diversity, time commitment and independence in the assessment of candidates.

Whilst seeking to retain a core set of directors with long-standing knowledge, the Board recognises the importance of rotation of Board members to ensure that there is a good balance between continuity and fresh perspectives on the Board. It is worth highlighting that at each Annual Meeting, one third of Board members, notably those who have been longest in office, are required to retire, while being eligible to stand for re-election.

Role and responsibilities of Chairpersons, Chief Executive and Company Secretary

The roles and responsibilities of the Chairperson, executive and non-executive directors as well as the Company Secretary are clearly defined in the Board Charter and Position Statements, which have been approved and are regularly reviewed by the Board. The role of the Chairperson is distinct and separate from that of the Chief Executive Officer. There is a clear division of responsibilities with the Chairperson leading the Board and the Chief Executive Officer managing the Bank’s business on a day-to-day basis. The Board ensures that the external obligations of the non-executive directors do not hinder the discharge of their duties and responsibilities.

Internal Control framework

The Board, assisted by the Audit Committee, ensures that the internal control framework in place results in an acceptable level of risk exposure whilst guaranteeing compliance with established internal policies and procedures and relevant laws and regulations. The Internal Audit, Compliance and Risk (for non-financial risk matters) functions regularly report to the Audit Committee. Furthermore, the Audit Committee receives feedback from the Company’s external auditor and engages with the latter in the absence of Management to ensure that there are no unresolved material issues of concern. Based on the work performed by internal and external auditors, reviews by Management and regular reporting from the Chairperson of the Audit Committee, the Board satisfies itself that the internal control systems are adequate and effective. 

The primary role of Internal Audit is to assist the Board in upholding the assets and reputation of the Bank. The aim of internal audit is to assess the policies, methods and procedures in place at the organisation in order to cater for their adequate application. It is responsible for independently assessing the effectiveness of key controls, including those within the risk management framework, and providing timely reporting to the Audit Committee with a view to strengthening the internal control framework

Relation with shareholders and other stakeholders

The Bank ensures that engagement with its stakeholders is optimally managed. Stakeholders are kept informed about the Bank’s business and strategy on a regular basis through various channels. Their views and concerns, notably gathered through ongoing dialogues and meetings are considered in the Bank’s decisions, with material issues escalated to the Board.

Dividend policy

Although there is no formal dividend policy, the Company aims to supply its shareholder with adequate returns to meet the objective of the Group to have a stable and relatively predictable dividend path whilst adapting to the context and ensuring that the Bank maintains a strong level of capitalisation.

Code and Rules

Below are some of the codes and policies endorsed at Group level and which are adhered by the Bank. The documents are reviewed as deemed necessary.