WARKA IS OPENING FOR BUSINESS!!

https://www.warkabank.iq/

Website development is progressing  

Site is not yet fully functioning - not all features are functioning yet


https://www.warkabank.iq/digital-services/#

'Digital Services

Within the global banking development in the process of digital transformation, Warka Bank for Investment and Finance is working to keep pace with this development to provide its customers with the latest and most secure digital banking services that allow them to easily complete their banking transactions from anywhere and at any time. The following services will soon be launched.

  Warka Mobile.
   Internet banking for individuals.
   Internet banking for companies.
   Cash management for companies.

  Warka Chatbot.
   SMS Banking.
   Virtual Card Services.'

https://www.warkabank.iq/wp-content/uploads/2024/02/GOV.pdf
 
[incomplete and approximate translation]
 




 




 
Warka Bank
Corporate Governance
 
table of contents
 
4 .....................................................................................................................................................  Governance
4 ................................................................................................................................  Principles of Governance
5 .......................................................................................  Shareholder rights and methods of communication
5 ........................................................................................................................................  Control environment
6 ..............................................................................................................  Pamper the established government
7 ....................................................................................................................................................  Metaphors in
11 ......................................................................................................................................  Scope of application
11 ..........................................................................................................................  Commitment to governance
12 .......................................................................................................................  General Authority of the Bank
12 ....................................................................................  Composition and meetings of the General Authority
13 ...................................................................................................................  Powers of the General Authority
14 ........................................................................................................................  The bank’s board of directors
14 ....................................................................................................................................................  Generalities
14 ..............................................................................................................  Formation of the Board of Directors
15 ..................................................................................................  Members’ qualifications and independence
16 .......................................................................  Organizing the work and meetings of the Board of Directors
17 ..............................................................................................  Powers and powers of the Board of Directors
19 ....................................................................................................................  Chairman of Board of Directors
19 ..................................................................................  The Council’s relationship with the external observer
20 ................................................................................................  The Council’s relationship with stakeholders
21 ........................................................................................................................  Disclosure and transparency
22 ......................................................................................................................................  Shareholders' equity
23 .........................................................................................................  Appointment of the authorized director
24 .....................................................................................................  Responsibilities of the Council Secretary
25 ......................................................................................................  Committees emanating from the Council
25 ........................................................................................................................................  General Provisions
25 ..... The general framework for forming and following up on the work of the committees emanating from the Council
26 ...............................................................................................................  Organizing the work of committees
26 .....................................................................................................................................  The Audit Committee 


 
 
Warka Bank
Corporate governance
 
28 ..........................................................................................................................  Risk Management Committee
29 ......................................................................................................  Nomination and Remuneration Committee
30 ..................................................................................................................  Corporate Governance Committee
Yeh
Yes
31 ...............................................................................  Committees emanating from the management of Al-Tanf
31 ..............................................................................................................................................  Credit Committee
31 ......................................................................................................................................  Investment Committee
31 ..............................................................................  Information and Communications Technology Committee
33 ....................................................................................................................................  Executive management
33 ............................................................................................  Suitability of members of executive management
35 .............................................................................................................................................  Conflict of interest
36 ......................................................................................................................  Bank departments and divisions
36 ......................................................................................................................................  Department of finance
36 .....................................................................................................................................................................  HR
36 ....................................................................................................................................................  Shareholders
37 ........................................................................................................................................................  Processes
37 .....................................................................................................................................  information technology
37 ........................................................................................................................................  commercial services
37 .....................................................................................................................................................  Islamic credit
38 .................................................................................................................................................................  Legal
38 .....................................................................................................................  Awareness and public protection
38 ..................................................................................................................................  Treasury and investment
39 .................................................................................................................................................................  Risks
42 ........................................................................................  Reporting money laundering and terrorist financing
44 .....................................................................................................................................  Compliance monitoring
46 .............................................................................................................................  Internal control and auditing
 
 


 
Warka Bank
Corporate Governance
 
Governance
Effective governance essentially revolves around making decisions that suit the interests of shareholders and stakeholders. This is achieved by applying appropriate controls and balances across the organization to ensure that appropriate actions are taken at all times. Governance includes procedures and foundations that affect the way the organization is directed, managed, and monitored, in addition to the method of reporting. About its activities, including:
• Internal control factors
•           behaviours basics
• The risk management function and its policies and procedures
•           internal audit
• External audit
• Official committees that enhance transparency and allow for the implementation of effective management for the benefit of shareholders and stakeholders.
The basic rules and procedures for the bank’s governance have been included in the governance charter, the board of directors charter, and the charter of the committees emanating from the board of directors, as these charters reflect the highest standards of ethical behavior in applying governance principles and supervisory requirements.
The Board of Directors is also committed to implementing the corporate governance guide in accordance with the banking work environment and the legislative and legal frameworks regulating the bank’s operations. The bank will publish the governance report on its website, to enable the public to view it.
The Bank reviews, develops and amends this guide from time to time and whenever necessary, with the aim of keeping pace with changes in its needs and expectations, in addition to changes in the banking market.
Governance principles
The Board of Directors realizes that applying the correct standards within the governance framework is a necessity to maintain the confidence of stakeholders, which constitutes an essential factor in business development and achieving sustainability and profit. Therefore, the Board of Directors is committed to applying the principles of governance, including justice, equality between stakeholders and non-discrimination between them on the basis of race, gender or religion, transparency and disclosure, supporting the values of social responsibility of the bank, and presenting the public interest of the bank and its stakeholders over private interest, as well as performing Perform their duties, tasks and functions in good faith, integrity and sincerity. These principles are implemented through qualified board members, and in cooperation with the experienced executive management team. The Board of Directors ensures that the Bank adheres to these principles when carrying out its daily activities and at all times.
​


 
Warka Bank
Corporate Governance
 
Shareholder rights and communication methods
The bank is keen to implement equality among its shareholders, and this is demonstrated through the bylaws and governance charter, which include, but are not limited to:
• Treating shareholders of the same class equally, in addition to equality between shareholders within other classes of shares without prejudice to priority rights.
• Protection of minority shareholders in major transactions;
• The right to vote,
• The right to attend the general body meeting and participate in it personally or by proxy,
• Approval of the distribution of profits approved by the Board of Directors.
Effective and transparent communication is based on integrity, punctuality, and providing relevant information, taking into account that disclosure does not conflict with the duties of the Board of Directors to protect the bank’s long-term sustainability.
The bank is keen to maintain positive and effective communication with shareholders, which enables them to know the bank’s business and activities, its financial situation, the level of its operational performance and its trends, and to actively participate in the general assembly meeting and exercise their right to vote.
Regulatory environment
The Board of Directors carries out its responsibilities by relying on a general internal control framework with the aim of verifying the following:
• Effectiveness and efficiency of operations
• Credibility of financial reports
• Compliance with applicable laws and instructions.
The Council confirms the existence of a general internal control framework that has specifications that enable it to follow up on its tasks and take the necessary measures regarding them within the following framework:
​
 


 
Warka Bank
Corporate Governance
 
Corporate Governance Guide
 
One of the bank’s priorities is to adhere to sound governance practices. The Board of Directors is also committed to applying the highest professional performance standards to all of the bank’s current and future activities. In this regard, the bank follows the instructions of the Central Bank of Iraq, which adopted the recommendations of the Committee B. About corporate governance, based on the bank’s strategy and vision Its objectives are based on a clear and highly professional methodology for performing its operations and managing its business, and believing that sound work lies in oversight and rational management, and that transparency and disclosure are the basis of success and customer and shareholder satisfaction, as governance aims to determine the nature of the relationship. between the bank’s board of directors and executive management, leading to the protection of funds Depositors, shareholders, and stakeholders, in addition to focusing on disclosure and transparency, and management’s commitment to international laws, regulations, and standards.
This governance guide has been prepared in a manner consistent with the instructions of the Central Bank of Iraq and in accordance with the provisions of the noble Islamic Sharia and the standards of accounting, auditing and controls for Islamic financial institutions.
This guide has been prepared based on the Corporate Governance Guide for Banks in Iraq issued by the Central Bank of Iraq for the year 2018, after harmonizing it with the provisions of the Banking Law No. (49) of 2004 and the Islamic Banking Law. No. (34) of 2015, the amended Iraqi Companies Law of 2004, and the Articles of Association The bank’s bylaws are in accordance with the teachings of Sharia law and in accordance with internationally recognized best practices and issued international standards.
The Bank will review, develop and amend this guide from time to time and whenever necessary, with the aim of keeping pace with changes in its needs and expectations and the banking market.
The bank is committed to applying the provisions of Islamic Sharia in all its banking and investment transactions by applying the concept of financial intermediation based on the principle of sharing (profit and loss).
The bank is subject to the legal aspects stipulated in banking legislation and adherence to the circulars of the Central Bank of Iraq.
​
 


 
Warka Bank
Corporate Governance
 
Metaphors F
The following terms have the meanings indicated next to each of them, unless the context indicates otherwise:
 
Corporate governance is the system that the bank relies on in its management, which aims to
Defining and achieving the bank’s institutional goals, managing its operations safely, protecting the interests of depositors, adhering to the due responsibility towards shareholders and other stakeholders, and the bank’s commitment to the legislation, regulations and instructions issued by the Central Bank of Iraq, including the Governance Manual, the bank’s internal policies and procedures for the bank’s operations as a whole. The comprehensive set of regulations that define the relationships between the Board of Directors and the bank’s executive management, its shareholders and other stakeholders. Corporate governance addresses the system through which the Board of Directors directs and monitors activities as follows:
 Determine the bank’s strategy,
 Managing the bank’s risk system,
 The bank’s work and activities,
 Balance between commitment to responsibility towards shareholders, protecting the interests of depositors, and taking the interests of other stakeholders into account.
 The bank’s compliance with applicable laws, instructions and controls,
 Disclosure and transparency practices. For banks
Provides the minimum requirements for members of the Board of Directors and members of senior executive management. Suitability
Board of Directors of Warka Bank. the Council
  A member of the bank’s board of directors, whether in his personal capacity or as a representative of a legal person. Council member
Administration
Executive member of the board member who is assigned an executive role in the bank (delegated director) of the board
A board member who does not interfere in the daily management of the bank and is not assigned any executive role within the bank. That is, he is a member of the Board of Directors who is related, but not limited to (the relevant person), as he provides opinion and technical advice, and does not participate in any way in managing the bank and following up on its daily work, and does not receive a monthly salary. Non-executive member of the Board
An independent member is a member of the Board of Directors who enjoys complete independence from management and from the bank. Independence means the ability to judge matters impartially after taking into account all relevant information without any influence from management or from other external parties.
 
 


 
Warka Bank
Corporate Governance
 
Includes senior-level staff, including the Managing Director, Deputy/Assistant Managing Director, Assistant Managing Director, Chief Financial Officer, Director of Operations, Director of Risk Management, Director of Internal Audit, Director of Treasury, Director of Investment, Director of Compliance, Director of Credit, Director of International Banking Operations, and Director of Local banking operations, the director of combating money laundering and terrorist financing, the director of human resources, the director of administration, the director of banking awareness and public protection, and the director of the main branch, in addition to any employee in the bank who has executive authority parallel to any of the powers of any of the aforementioned and is functionally linked directly to the authorized director. Senior executive management
Cumulative voting is a voting method for selecting members of the Board of Directors during a general body meeting. Each shareholder has a number of votes
It is equal to the number of shares he owns, and he may vote them all in favor of one candidate, or distribute them among the candidates he chooses, without these votes being repeated.
The primary goal of this method is to increase the chances of minority shareholders obtaining representation on the board through accumulated votes, as well as to limit the control of a particular shareholder over board seats.
 These parties include the following:
 Institutions associated with the bank, its board members and key managers.
 The bank’s major shareholders (whose shareholding is 5% or more) and people close to them and affiliated with them, in addition to any other institutions and companies that they have the authority to supervise, directly or indirectly.
 The chairman and members of the bank’s board of directors and the people close to them and affiliated with them, in addition to any other institutions and companies that they have the authority to supervise, directly or indirectly.
 The bank’s authorized director, its main managers, people close to them and affiliated with them, in addition to any institutions.
And other companies that they have the authority to supervise, directly or indirectly. Related parties
Related Person: Any manager in the bank.
 Any person who has a relationship with the director through kinship up to the second degree or relative kinship, including adopting or caring for the director’s children or any person residing in the director’s residence.
 Any person who has a qualifying holding in the bank and in any project in which such a person or any manager of the bank or any manager of such a person or project has a qualifying holding.
 Any person pursuant to Article (1) of the Banking Law No
(94) for the year 2004.
 


 
Warka Bank
Corporate Governance
 
It is a group of individuals or companies that have kinship relationships or influential economic interests. Associated group
Stakeholders: i.e. those with an interest in the bank, such as depositors, shareholders, employees, creditors, customers, relevant regulatory authorities, and government authorities.
The shareholder or one of his relatives up to the fourth degree owns no less than 10% of the bank’s capital.
Any natural or legal person or related group who intends to contribute to the bank’s capital at a rate exceeding 10% of the subscribed capital, provided that the Central Bank of Iraq is notified of this acquisition at least 10 days in advance in order to obtain approvals to implement the acquisition. Significant interest/qualifying possession
The main shareholder is the person who owns 5% or more of the bank’s capital, directly or indirectly.
It is deemed to exist to govern another company if the person:
 Owns or controls, directly or indirectly, or through one or more persons, or has voting power of 25% or more of the company’s voting shares.
 He has the powers to select the majority of the company’s directors (or) exercises effective control. the control
The strategy is the design and formulation of long-term policies to achieve the bank’s objectives. These policies may relate to products and services or acquisitions in exchange for natural growth, markets and natural resources, especially capital and individuals. The strategy reflects the priorities for using the bank’s specific resources. It also determines the institution’s steps towards achieving its objectives and fulfilling its obligations.
They are plans or work programs for all parts of the organization and at its various levels to develop a detailed drawing of the path to be taken to achieve its strategy. The plans include, as a minimum, the goals and timetables set for achieving them, provided that the goals are specified in a quantitative manner. Business plans
Risk management is a systematic process of identifying, measuring and evaluating business risks
According to the probability of their occurrence and the damage they could cause, and determining the elements that the bank can bear, avoid, or insure against.
Their occurrence (or any combination of the four), determining responsibility for addressing them, ensuring the progress of operations, and submitting periodic and immediate reports to the concerned parties regarding tangible problems.
It is the case in which the objectivity and independence of the decision of an employee or board member is affected by a personal, material or moral interest that concerns him personally or that of one of his relatives, or when his performance is affected by direct or indirect personal considerations or by his knowledge of information related to the decision, for example:
Misuse of assets or conducting transactions with related parties, conflict of interest
 


 
Warka Bank
Corporate Governance
 
Issues related to the financial and non-financial statements, nominating board members and executive management, determining the remuneration of board members or executive management, etc.
   The General Authority of Warka Bank Shareholders. General Authority
Any person vested with powers and responsible for a group of officials in the bank. the boss
The bank's paid-up capital and reserves.
Any natural or legal person or related group who intends to contribute to the bank’s capital at a rate exceeding (10%) of the bank’s subscribed capital. The Central Bank must be notified of this acquisition at least 10 days in advance in order to obtain its approval before executing the acquisition as an individual or linked group. Qualified possession
 
 


 
Warka Bank
Corporate Governance
 
Scope of application s
This guide is mandatory for the bank from the date of its approval by the Board of Directors.
Given the importance of corporate governance and application of international standards and best practices, banks undertake the following:
 The bank forms a committee emanating from the board, called the “Corporate Governance Committee,” which in turn prepares the bank’s governance guide, which is approved by the Board of Directors and in accordance with the minimum requirements of the governance guide issued by the Central Bank of Iraq.
 The bank publishes its governance guide on the website, with an emphasis on its review by all employees and members of the Board of Directors.
 Transparency and disclosure in a way that enables relevant parties to evaluate the bank’s position and financial performance.
 Accountability in the relations between executive management and the Board of Directors on the one hand, and between the Board of Directors and shareholders on the other hand.
 Responsibility in terms of clear separation of responsibilities and delegation of powers.
 Review and amendment: The bank reviews, develops and amends this guide from time to time, and whenever necessary, with the aim of keeping pace with changes and developments in the needs and expectations of the bank and the banking market.
  Commitment to governance
The bank has a regular set of relationships with the Board of Directors, shareholders, and all other relevant parties. These relationships address the general framework of the bank’s strategy and the means necessary to implement the set goals. The general framework guarantees fair treatment based on equality. All shareholders, and all shareholder rights specified by law are recognized. Providing them with all important information about the bank’s activities confirms the commitment of all members of the Board of Directors to their responsibility towards the bank and shareholders.
The bank has prepared this guide in accordance with the requirements of the governance guide issued by the Central Bank of Iraq in a manner consistent with its needs and policies. It has been approved by the Board of Directors and published so that an updated copy of it is available on the bank’s website. Electronically and to the public upon request.
This is by including in the bank’s annual report a report to the public about the extent of the bank’s management’s commitment to the provisions of this guide, along with a statement of the extent of the bank’s management’s commitment to implementing each of its provisions, while mentioning the reasons for non-compliance with any item that has not been implemented.
​
 


 
Warka Bank
Corporate Governance
 
General Authority of Egypt F
Formation and meetings of the general body
 The general assembly consists of all shareholders in the bank.
 The bank’s general assembly meets at least once a year
 The invitation to the general assembly meeting is sent by the Chairman of the Board of Directors by a decision of the Board or based on the majority of the Board members.
 Sending an invitation to the Central Bank of Iraq and the Companies Registrar Department (51) days before the date of the meeting
 The invitation to attend the General Assembly meetings shall be made by publishing an announcement in a bulletin at the meeting place, in two daily newspapers, and in the Iraq Stock Exchange, provided that the invitation specifies the place and time of the meeting, provided that the period is not less than the date of invitation. The date of the meeting is fifteen (51) days.
 Every invitation to a general assembly meeting must be accompanied by the meeting’s agenda, and it may not be exceeded during the meeting. Except based on the proposal of representatives of no less than (01%) ten percent of the capital, and the approval of the majority of the votes represented at the meeting.
 Meetings are held at the bank’s management center or anywhere else in Iraq if necessary.
 The general assembly meeting is held in the presence of members who own a majority of the subscribed shares and the due installments of which have been paid. If the quorum for the meeting is not reached, the meeting will be postponed and held in the same place and on the same day of the following week. The quorum is considered present at the second meeting, regardless of the number of shares represented. Unless the agenda is limited to amending the articles of incorporation or increasing or decreasing the bank’s capital, then the required percentage must be present at the first meeting.
 A member may authorize a third party through a certified proxy to attend, discuss, and vote at the General Assembly meetings. He may also delegate other members for this purpose.
 Each representative of the Registrar of Companies or a representative of the Central Bank of Iraq has the right to attend the meetings of the General Assembly.
 He records in a special register before the start of the meeting the name of the participant in the meeting and the number of shares he holds in person, agency, or proxy, provided that he shows the certificate of shares he owns and the power of attorney or proxy document if he holds the shares of another member. R and signs his name.
 A member of the Board of Directors will be responsible for registering in the register of participants in the meeting, and the registrar will be responsible for the accuracy of what is recorded in it. The participant is given an access card to the meetings, on which is written the number of votes with which he is entitled.
 The oldest member chairs the meeting until a president of the general body is elected.
 The chairman of the meeting chooses from among the members participating in the meeting a writer to record its proceedings and one or more observers to calculate the quorum and collect the votes, provided that they are shareholders.
 The quorum is calculated after thirty minutes have passed since the meeting time. If the chairman of the meeting finds that a quorum has been achieved, he announces the start of the meeting and calls for the election of a president for the general body. The President-elect assumes presidential duties immediately after his election and announces the start of discussing what is stated on the agenda according to the sequence of topics included therein.
 A complete record of the discussions, suggestions, and decisions that took place at the meeting is recorded in a special register, with the dissenting opinions recorded. The minutes are signed by the head of the general body, the clerk, the observer, and a registered representative.
​

Warka Bank
Corporate Governance
 
Companies and the representative of the Central Bank of Iraq, if present, shall be stamped with the bank’s seal and a copy thereof shall be sent to the Registrar.
 The decisions of the General Assembly are recorded in a special register, stamped with the bank’s seal and signed by the Chairman of the General Assembly.
 Every participant in the meeting and every member of the General Assembly has the right to appeal to the Registrar of Companies the correctness of the procedures taken from the date of the invitation to the meeting to the date of issuance of the decisions, within three (3) days from the date of the end of the meeting. Yes.
 Each shareholder has a number of votes equal to the number of shares he owns.
 Voting shall be public except in matters related to the election and dismissal of the Board of Directors or any of its members.
Decisions regarding increasing or decreasing the bank’s capital shall be issued by a majority of the shares subscribed to, installments paid and due, while decisions in other matters shall be issued by a majority of shares or by the number of shares of attendees at the second meeting, whatever that number may be.
 The decisions of the General Assembly shall be sent to the Registrar of Companies within (7) seven days from the date of their adoption, and their certified copy shall be a valid document for submission to any party.
 Holders of (5%) of the bank’s shares may object to the decisions of the general assembly meeting before the Registrar of Companies within (7) seven days from the date they were taken.
Powers of the General Authority
The General Assembly is the highest body in the bank. It is responsible for deciding everything that is in its interest, in full compliance with the provisions of Islamic Sharia, and is responsible, in particular, for the following:
 Discussing and approving the founders’ report on the incorporation procedures when holding the founding meeting.
 Electing or dismissing members of the bank’s board of directors.
 Discussing the reports of the Board of Directors, the auditor, and any other report received from a relevant party. And take the necessary decisions.
 Discussing and approving the bank’s final accounts.
 Appointing the auditor and determining his wages.
 Approving the percentage of profits to be distributed to shareholders and determining the remuneration of the Chairman and members of the Board of Directors.
 


 
Warka Bank
Corporate Governance
 
The bank's board of directors
Generalities
 The primary duty of the Board of Directors is to protect the rights of shareholders and develop them in the long term. In order to carry out this role, the Board of Directors bears full responsibility for corporate governance, including the bank’s strategic direction and setting the general objectives of the executive management. And supervising the achievement of these goals.
 The Board bears all responsibilities related to the bank’s operations and financial safety, ensuring that the requirements of the Central Bank and the interests of shareholders, depositors, creditors, employees, and other relevant parties are met, and ensuring that the bank’s management is carried out in a prudent manner and within the framework of laws and education. The effective policies and internal policies of the bank, and ensuring Adequacy of transparency and disclosure of financial and non-financial information.
 The Board establishes the principle of each Board member’s commitment to the bank and all its shareholders and not to a specific shareholder.
 The Board sets the strategic objectives of the bank in addition to supervising its executive management, which is responsible for daily operations. The Board also approves the internal control and oversight systems and verifies their effectiveness and the extent of the bank’s adherence to the plan. The strategy, policies and procedures adopted or required under the laws and instructions issued pursuant thereto. In addition to ensuring that all the bank’s risks have been properly managed.
 Nominating and evaluating the members and the Chairman of the Council. Selecting and evaluating the authorized director and executive members, and planning the transfer of authority.
Formation of the Board of Directors
 Members of the Board of Directors are elected at the General Assembly meeting for a period not exceeding four years after obtaining the approval of the Central Bank of Iraq. The member may be re-elected for a second term at most.
 The number of board members must be at least (7) members who are elected at the general assembly meeting according to the cumulative voting system, provided that the number of independent members is not less than (4) members or one-third of the board members, with a member representing the minority of shareholders, as it is permissible to This member shall be an independent member.
 The Council elects a Chairman and Vice-Chairman from among its members.
 The Vice President of the Council assumes the duties of the President in the event of his absence or inability to chair the Council meeting.
 It is preferable that one of the council members be a female, as a minimum.
 If a member of the Board of Directors loses any of the conditions mentioned in this guide, his membership in the Board is removed from the date of losing that condition, and every decision taken in his presence is considered invalid if his vote on it affected its making.
 If the elected member declines to accept membership in the Board of Directors, he must notify the Board of this within seven days from the date of his election if he is present (the election session) and from the date of his notification if he is absent.
 If a member of the Board of Directors resigns, his resignation must be in writing and will only be considered effective from the date of its acceptance by the Board.
 The bank’s employees do not have members to represent them on the Board of Directors.
​


 
Warka Bank
Corporate Governance
 
 If a vacancy occurs in the membership of the Board of Directors, the Chairman of the Board shall convene the alternate member who obtains a majority of the votes. If more than one member has equal votes, the Chairman shall choose one of them.
 If more than one vacancy occurs in the membership of the Board of Directors and the number of reserve members is not sufficient to fill these vacancies, the Chairman of the Board shall call the General Assembly to meet to elect original members to complete the shortfall in Board membership after entering Reserve members were elected to replace them within 60 days of the vacancy occurring.
 If the Board of Directors loses half of its members at one time, it is considered dissolved and must call the General Assembly to meet within (30) thirty days from the date of the loss to elect a new board.
 If a member of the Board of Directors is absent from attending the meeting, the procedures set forth in this guide will be followed, and the reserve member will replace the original member for the period of his absence.
Members’ qualifications and independence
The formation of the Council takes into account the diversity of practical and professional experiences and specialized skills that qualify each member.
One of them is to express his opinion in the board’s discussions with complete independence. The board includes the managing director and non-executive members (members who do not hold positions in the bank).
 Fulfilling the legal requirements contained in Banking Law No. (49) of 2004 and Companies Law No. (12) of 1997 and its amendments.
 At least four (two-thirds) of the council members must be independent.
 He must not have worked as an employee in the bank during the three years preceding the date of his candidacy for Board membership.
 He must not have any relationship with any of the members of the Board, senior management, or any of the parties associated with them, up to the fourth degree.
 He shall not receive any salary or sum of money from the bank except what he receives for his membership in the Board.
 He must not have been a partner of the external auditor or an employee thereof during the three years preceding the date of his nomination for Board membership.
 He must not be a lawyer, legal advisor to the bank, or auditor of the bank’s accounts.
 He or any company of which he is a member of the board, owner, or major shareholder in which he is not a holder of credit from the bank whose percentage exceeds 5% of the bank’s capital, and he must not be a guarantor of credit from the bank whose value exceeds 5% of the bank’s capital. The same percentage.
 He must not be a member of the boards of more than 5 joint-stock or public companies, in his personal capacity in some of them, and in his capacity as a representative of a legal person in others.
 He must not be an administrator or employee of another bank or an authorized manager of another bank.
 He must not own, directly or indirectly (including ownership by family members who are shareholders or related parties), more than 5% of the shares of any company of any kind.
 Two-thirds of the members of the Board of Directors must have banking experience and have basic university qualifications and degrees.
​


 
Warka Bank
Corporate Governance
 
 He must not be a member of the board of directors of any bank inside Iraq, or its authorized director, or its regional director, or its employee, unless the latter bank is affiliated with that bank.
 The member of the Board of Directors may be a non-resident or non-Iraqi.
Organizing the work and meetings of the Board of Directors
 The Board of Directors meets within seven days from the date of its formation and elects by secret ballot from among its members the Chairman of the Board of Directors and a Vice-Chairman to replace him in the event of his absence for a period of one year, subject to renewal.
 The Board of Directors meets at least once every two months at the invitation of its Chairman or at the request of any of its other members to ensure the comprehensiveness of the topics presented, or whenever the need arises.
 Board meetings are held in the bank’s management center or any other place inside Iraq chosen by the president if it is not possible to hold the meeting in its management center, provided that all members of the board are present or a written apology is given to those not present.
 The quorum is calculated thirty minutes after the time of the Council meeting and it is held in the presence of 50% of the members or (4) members, whichever is more.
 Council members must attend its meeting in person. In the event that personal attendance is not possible, the Council member can attend via video or telephone, after the approval of the Chairman of the Council. This method can be used in the event of non-attendance. A member must be a maximum of two times during the year.
 Council decisions are taken by an absolute majority of the members present, and if the votes are equal, the side on which the president is elected prevails.
 The executive management must provide detailed information to the council members about what will be presented at the meeting before
  (5) At least two working days from the date of the council meeting, and the council president must verify this before the meeting.
 The bank’s policy must include the presence of independent members of the board with the aim of ensuring the availability of objective decisions and maintaining a level of oversight that ensures a balance of the influences of all parties, including the executive management and major shareholders, and ensuring that the decisions taken are It is in the interest of the bank.
 The bank provides board members with sufficient information and a sufficient period of time before board meetings to enable them to make appropriate decisions.
 The responsibilities of the members of the Board of Directors are specific, clear, and in line with relevant legislation. The bank provides each member of the Board of Directors with a letter that explains the member’s rights, responsibilities, and duties.
 All banking operations that require Board approval shall be explained in writing, including:
• The Council’s authority to grant banking facilities exceeding a certain amount.
• The Council’s authority regarding transactions with related parties.
 Board members are constantly informed of developments within the bank and the local and international banking sectors, and the bank provides members with an appropriate summary of the bank’s work.
 Communication between members of the Council and its committees is available with the executive management.
 


 
Warka Bank
Corporate Governance
 
 The bank establishes an organizational structure that shows the administrative hierarchy (including board committees and executive management) and discloses to the public the part of the organizational structure that shows the highest administrative levels in it.
 The Secretary of the Council shall ensure that the Council members follow the procedures established by the Council, and that information is transferred between the Council members, its committees and the executive management, in addition to setting the dates of the Council meetings and writing the minutes of the meeting and keeping them where they are. A summary of the discussions that took place at the meeting is recorded in a special register. Suggestions and confirmation of dissenting opinions shall be signed by the attending members, and the minutes shall be recorded audio-visually. The Council shall determine the function and duties of the Council Secretary in a formal and written manner, consistent with the level of responsibilities referred to above, and any measures shall be taken. A decision regarding his appointment or removal by the Council unanimously.
 Copies of the council minutes certified by the Registrar of Companies shall be a valid document for submission to any party, provided that the Registrar keeps a copy of it with him.
 If the number of absences reaches (3) times or more during the year, the Chairman of the Board must notify the General Authority of the Bank so that it may take what it deems appropriate.
 Board decisions shall be issued with the signature of all its members present in person (or via video or telephone) and the Board Secretary on the minutes of the meeting and stamped with the bank’s seal within a period not exceeding ten working days. The Board shall be responsible for Its decisions and follow-up.
Powers and powers of the Board of Directors
The Board of Directors shall undertake the administrative, financial, planning, organizational and technical tasks necessary for the conduct of the bank’s activity, except for those within the jurisdiction of the General Authority, and in particular the following functions:
 Approving the bank’s plans, including the vision, mission, goals, strategic objectives, and core values of the bank in light of the directives of the general assembly, then directing the executive management to implement the plans while monitoring, evaluating, and amending their performance if necessary to ensure the implementation of those plans. .
 Supervising the executive management and following up on its performance, ensuring the soundness of the bank’s financial conditions and solvency, and adopting appropriate policies and procedures for periodic supervision and control of the bank’s performance.
 Adopting a policy to monitor and review the performance of executive management, by setting key performance indicators (KPI) (Key Performance Indicator) and (KPR) (Key Performance Results) to define, measure and monitor performance and progress towards achieving the bank’s institutional goals.
 Ensuring the availability of work policies, plans and procedures at the bank, covering all its activities, and in line with relevant legislation, and that they have been circulated to all administrative levels, and that they are reviewed regularly.
 Defining the bank’s “Core Values,” drawing clear lines of responsibility and accountability for all the bank’s activities, and establishing a high culture of ethical standards, integrity, and professional behavior for the bank’s administrators.
 Bearing responsibility for the integrity of all the bank’s procedures, including its financial conditions and reputation, and responsibility for implementing the requirements of the Central Bank of Iraq, as well as the requirements of supervisory bodies and other regulatory bodies related to its work, taking into account the interests of stakeholders, and ensuring that the bank is managed within the framework of legislation, Within the bank’s internal policies, effective oversight is available. Continuously monitoring the bank’s activities
 Follow up on the implementation of the General Authority’s decisions.
​
 


 
Warka Bank
Corporate Governance
 
 Submitting the final accounts and financial statements of the bank and a comprehensive report on the results of implementing the annual plan to the general assembly for discussion and approval.
 Ensure compliance with international standards in all bank activities and operations.
 Discussing and approving annual plans and budgets related to the bank’s activities and following up on their implementation.
 Forming Board of Directors committees and selecting their members from among the Board members or others,
 Approving the selection of candidates to fill executive management positions, evaluating and following up on their performance periodically, supervising them, holding them accountable, and obtaining from them a clear explanation of the subject of accountability.
 Appointing and terminating the services of the internal auditor, determining his fees and rewards, and evaluating his performance.
 Adopting the bank’s internal control and control systems and reviewing them annually, and ensuring that the internal auditor
(In coordination with the external auditor) i.e. the auditor, to review these systems at least once a year, and the board must include in the bank’s annual report what confirms the adequacy of these systems.
 Ensuring the independence of the external auditor (auditor) initially and continuously.
 Adopting an effective strategy for risk management, and monitoring its implementation, as it includes the level of acceptable risks, ensuring that the bank is not exposed to high risks, the operating environment of the bank and the associated risks, and that the board is familiar with them, and ensures the presence of sufficient tools and infrastructure. Effective and capable of managing risks in the bank To identify, measure, control and monitor all types of risks to which the bank is exposed.
 Ensure that the bank applies the basic principles of good governance, as stated in “the rules of good governance and the internal control system, contained in Instructions No. (4) of 2010.”
 Ensuring the presence of adequate and reliable management information systems (MIS) that cover all the bank’s activities.
 Spreading the culture of governance in the bank and encouraging all employees and executive management to apply its practices and attend training courses regarding it, in addition to working to ensure that the bank encourages its clients to apply the rules of governance in their institutions, as well as to enroll in The bank’s credit policy includes applying corporate governance to its clients, especially companies. So that risks are evaluated based on weaknesses and strengths, according to their practice in the field of corporate governance.
 Ensure that the bank complies with sustainability standards
 Taking measures to create a clear separation between the powers of shareholders, who have “qualified ownership” on the one hand, and executive management, on the other hand, with the aim of promoting sound corporate governance, and it must find appropriate mechanisms to limit the influence of shareholders, who They have “qualified tenure.”
 Adopting an organizational structure for the bank that defines a clear administrative hierarchy.
 Determine the executive powers related to the bank’s work, whether the authorized director or the executive management, whether for banking operations, granting credit, or signing transfers, checks, guarantees, guarantees, borrowing, mortgages, and letters of guarantee.
 Approving the plan to replace the bank’s executive management and reviewing it annually.
 Ensure that the executive management is informed of the official website of the Anti-Money Laundering Office regarding the lists of freezing terrorist funds on a daily basis, and inform the Anti-Money Laundering Office and the Banking Supervision Department at the Central Bank immediately if someone is present. D-Including his name in the terrorist assets freezing list.
​


 
Warka Bank
Corporate Governance
 
 The performance of the council as a whole must be evaluated at least once a year, and the results of the evaluation must be presented to the general assembly, by relying on a system to evaluate the council’s work, provided that this system includes, as a minimum, the following:
• Setting specific goals, and defining the Council’s role in supervising the achievement of these goals, in a way that can be measured periodically.
• Determine key performance indicators for the managing director and the executive management (Key Performance KPI) (Indicator) and (KPR) (Key Performance Results) that can be extracted from the bank’s strategic objectives and annual work plans and used to measure the performance of the executive management periodically.
• Communication between the board and shareholders, and the necessity of periodic communication.
• Regular Board meetings with executive management.
• The member’s role and tasks in council meetings and the extent of his commitment to attendance, as well as comparing his performance to that of other members. “Feedback” must also be obtained from the concerned member, with the aim of improving the evaluation process.
 The bank must provide the Central Bank with information related to the members of the boards or bodies of directors and the executive departments of its subsidiaries inside and outside Iraq, on a semi-annual basis, as well as when any amendment occurs to it.
 The Board of Directors must supervise the quality of disclosure, transparency, and information about all of the bank.
Chairman of Board of Directors
The Chairman of the Board of Directors shall do the following:
 Establishing a constructive relationship between the Board, on the one hand, and the executive management of the bank, and between the bank, shareholders, and the rest of the stakeholders, on the other hand.
 Encouraging the expression of opinion on issues that are generally discussed, and those on which there is a difference in viewpoints among members, while encouraging discussion and voting on those issues.
 Ensure that members sign the minutes of meetings.
 Identify and meet the needs of board members with regard to developing their experiences and continuous learning, and allow the new member to attend an orientation program to learn about the bank’s activities.
 Sending an invitation to the Central Bank to attend the General Assembly meetings before a sufficient period of not less than (51) days in order for a representative to be named.
 Ensure that the Central Bank is informed of any material information.
The Council’s relationship with the external observer
 The Council must ensure regular rotation of the external auditor between the audit offices and their subsidiaries, affiliates, or companies linked to them in any way, every five years as a maximum, from the date of the election.
 The Council must take appropriate measures to address weaknesses in the internal control and oversight systems or any other points revealed by the external auditor.
​


 
Warka Bank
Corporate Governance
 
 The Council’s contribution to strengthening the role of the external auditor to ensure that the financial statements reflect the bank’s performance in all important aspects and show its true financial position.
 Emphasizing the importance of effective communication between the external auditor and the bank’s audit committee.
The Council’s relationship with stakeholders
 The Board must provide a specific mechanism to ensure communication with stakeholders through effective disclosure and providing meaningful information about the bank’s activities to stakeholders through:
• General body meetings.
• Annual report and governance report.
• Quarterly reports containing financial information, in addition to the Board’s report on the trading of the bank’s shares and its financial position during the year.
• The bank’s website.
• A report on the Shareholder Relations Department.
 The need to vote separately on each issue raised at the annual meeting of the General Assembly should be taken into account.
 After the end of the annual meeting of the General Assembly, reports are prepared to inform shareholders about the observations made during it, the results and decisions, including the results of the vote and the questions proposed by the shareholders, and the executive management’s responses to them.
 The Board must ensure the effectiveness of the dialogue with shareholders by providing the following factors as a minimum:
• Ensure that board members are informed of shareholders’ views, especially with regard to the bank’s strategies and governance systems.
•
•
  Holding periodic meetings with major shareholders and non-executive and independent members to learn their opinions and viewpoints regarding the bank’s strategies.
   Disclosing in the annual report the steps taken by its members, specifically the non-executive members, within the framework of reaching agreement and a common understanding of the opinions of major shareholders regarding the bank’s performance. The heads of the committees emanating from the Board must attend And the annual meetings of the General Authority.
 The external auditor or his representative must attend the annual meeting of the general body, submit the report and answer inquiries.
​


 
Warka Bank
Corporate Governance
 
Disclosure and transparency
 The Council must ensure that financial and non-financial information of interest to stakeholders is published.
 The bank’s annual report must include a text stating that the board is responsible for the accuracy and adequacy of the bank’s financial statements and the information contained in that report, and for the adequacy of the internal control and oversight systems.  The board must ensure that the bank is committed to the disclosures Determined by the International Financial Reporting Standards (IFRS Standards), and the bank’s instructions The Central Bank of Iraq and other relevant legislation and instructions, and to ensure that the executive management is aware of the changes occurring in the international financial reporting standards and other relevant standards.
 The Board must ensure that the bank’s annual report and quarterly reports include disclosures that allow stakeholders to view the results of operations and the bank’s financial position.
 It is preferable that the disclosure be made in both languages (Arabic and English).
 The Council must ensure that the annual report includes, as a minimum, the following:
• The bank’s organizational structure, indicating the committees emanating from the Board of Directors.
• A summary of the tasks and responsibilities of the Council committees.
• Information that is important to the stakeholders shown in the governance guide, and the extent of its commitment to implementing governance provisions,
•
•
• •
•
•
•
  Ensure that the bank’s governance report is prepared and included in the annual report,
  Information about each board member, in terms of his qualifications, experience, the amount of his contribution to the bank’s capital, his membership in board committees, the date of his appointment, the extent of his commitment to attending board meetings, and any memberships he holds on the boards of other companies. Ray, and the rewards in all their forms that he obtained from the bank, if any. This is for the previous year, as well as the loans granted to it by the bank, and any other transactions that took place between the bank and the member, or between parties related to it.
   Information about risk management, including its structure, the nature of its operations, and the developments that have occurred.
   The number of times the Council and its committees meet and the number of times each member attends these meetings.
   The work management code of conduct and the names of the members of the council, the executive management, and those who resigned during this year.
  A summary of the bank’s bonus granting policy, and the bonuses in all their forms that were granted to the executive management individually, for the previous year.
  The names of the shareholders who own 1% (or more) and the related groups that own 5% (or more) of the bank’s capital, specifying the real beneficiary of these contributions, or any part thereof, and clarifying whether any of these contributions are mortgaged. Completely or partially
 Publish a report on corporate governance practices.
 The bank’s sustainability policy and what has been done regarding it.
 


 
Warka Bank
Corporate Governance
 
Shareholders' equity
 Shareholders obtain all relevant information that enables shareholders to fully exercise their rights periodically and without delay.
 Participation and voting in general assembly meetings, taking into account the issues that shareholders wish to raise in such meetings.
 Discussing the topics on the General Assembly’s agenda and directing inquiries to Council members.
 Election of members of the bank’s board of directors
 Providing shareholders with information about the location and date of the General Assembly meeting and its agenda three (03) days before the date of the meeting.
 Nominating, electing, and terminating the service of members of the Board of Directors, inquiring about their qualifications, experience, and ability to perform their work, and discussing the amount of rewards and financial incentives received by members of the Board of Directors and senior executives, in addition to their right to submit any inquiry. To the Council regarding any unprofessional practices.
 Small shareholders have the right to elect one or more members to represent them on the Board of Directors based on the cumulative voting mechanism.
​
 


 
Warka Bank
Corporate Governance
 
Appointment of the authorized director
 The bank’s board of directors appoints one of its members as managing director
 The authorized director who is appointed must fulfill the following conditions as a minimum:
• All stipulated conditions must fulfill the legal requirements contained in Banking Law No. (49) of 2004 and the Companies Law.
•
•
• •
   Fully devoted to managing daily banking operations.
   He must have at least a bachelor’s degree in financial and banking sciences, business administration, accounting, economics, law, or specializations related to banking.
  Enjoy integrity and good reputation.
  To have actual work experience in the executive management of banks in accordance with the controls and instructions issued by the Central Bank of Iraq.
 The authorized director shall be responsible for implementing the Council’s decisions within the powers granted to him.
 It is not permissible to combine the positions of the Chairman of the Council and the Managing Director.
 


 
Warka Bank
Corporate Governance
 
Responsibilities of the Council Secretary
The Council determines the tasks of the Secretary to include the following:
 Attending all Council meetings, recording all deliberations, suggestions, objections, and reservations, and how to vote on draft Council decisions, with the need to use audio and video or any means he deems appropriate to ensure the recording of all notes. Which are mentioned during the Council meeting, along with recording, preserving and documenting records and minutes of meetings. The Council after it is signed by the Council members, in addition to the audio and video.
 Presenting the topics after preparing a brief summary of each topic, stating the opinion of the executive management and the various committees on them, linking the documents and priorities to each topic, and submitting them to the Chairman of the Council for approval of their presentation.
 Providing each member with an adequate summary of the bank’s work, upon election, appointment, or upon request
 Discussing with any new member, with the help of the legal advisor or the bank’s director of legal affairs, about the tasks and responsibilities of the Board, especially those related to the legal and regulatory requirements, to clarify the tasks, powers, and other matters related to membership, including the term of membership and dates. Meetings, in addition to providing the new member with the texts of the laws related to the work of banks and the instructions issued About the Central Bank of Iraq, which relates to the work of the Council, including what was stated in the Corporate Governance Guide issued by the Central Bank of Iraq.
 Organizing the dates and meetings of the Council with the approval of the Chairman of the Council.
 Ensure that Council members sign the minutes of meetings and follow up on the implementation of decisions taken by the Council, and any topics that were postponed at a previous meeting.
 Receiving reports of committees associated with the Council and presenting them to the Council.
 Numbering decisions sequentially from the beginning of the year to the end (decision number, session number, date)
 Ensure compliance with all legal requirements regarding Council affairs.
 Providing the Central Bank with minutes of signed meetings.
 With regard to shareholders and general assembly meetings, he communicates with shareholders and assists in organizing general assembly meetings.
 Maintaining shareholders’ data.
 Preparing for General Assembly meetings and cooperating with the committees emanating from the Council.
 Sending invitations to shareholders, the Central Bank of Iraq, and the Registrar of Companies.
 Securing the presence of members of the Board of Directors, members of executive management, and the external auditor.
 Maintaining records of general body meetings.

Warka Bank
Corporate Governance
 
Committees emanating from the Council
General Provisions
 The Council, in order to increase its effectiveness, forms committees emanating from it with specific objectives that are delegated powers and responsibilities by it for a specific period of time, and such committees submit periodic reports to the Council as a whole.
Note that the existence of these committees does not exempt the Board from bearing direct responsibility for all matters related to the bank.
 The principle of transparency is adopted in appointing members of the Council’s committees. The names of the members of these committees and a summary of their tasks and responsibilities are disclosed in the bank’s annual report.
 The Council can combine the tasks of several of its committees if this is appropriate or more appropriate from an administrative standpoint.
The general framework for forming and following up on the work of the committees emanating from the Council
 The Board must form committees from among the Board members, determine their objectives and delegate powers to them, with a commitment not to make decisions alone without the vote of the Bank’s Board of Directors. The Board must also continuously monitor the work of the committees to ensure the effectiveness of their role, with the possibility of merging some committees according to proportionality. Its powers are provided that there is no conflict between the duties and responsibilities of these committees.
 Ensuring the ease of committees’ access to sufficient information from management. Any committee can also obtain consultations and technical support from external sources, provided that this is with the knowledge and approval of the Council.
 Transparency must be observed in the formation of committees, with the names of their members disclosed in the Council’s annual report, the committees formed by the Council, their working mechanism, and the scope of their supervision.
 Specialization, experience, impartiality, and no conflict of interest must be taken into account when forming committees.
 Follow up on the committees associated with the Board of Directors and present their reports and results to the Chairman of the Board.
 Each committee must have an internal charter that explains its tasks, scope of work, and procedures, including how reports are prepared to the Board of Directors, and what is expected of the members of the Board of Directors from their membership in those committees.
 The bank must provide the Central Bank of Iraq with a list that includes all committees affiliated with the Council’s work, their tasks, work procedures, and the names of their members.
 The rapporteur of the committee emanating from the Council is chosen by either the Secretary of the Council or any executive employee chosen by the Committee, except for the director of the department responsible for the work of the committee in question.
 The chair of each committee formed must be an independent board member.
 


 
Warka Bank
Corporate Governance
 
Organizing the work of committees
 The committees hold periodic meetings, and their number is determined according to the nature of the work of each committee.
 The committee rapporteur is responsible for recording the minutes of the committee’s meetings and writing down its recommendations according to the powers granted to him.
 The committee chairman presents the minutes of its meetings and recommendations to the Board of Directors for a vote.
 The committees undertake to submit periodic reports and an annual report on the results of their work to the Board of Directors.
 Temporary committees are formed by a decision of the Council or at the request of the Central Bank of Iraq. The decision specifies the composition of the committee, the scope of its work, its responsibilities, and the period required to complete its work.
The Audit Committee
 The committee consists of at least three members, provided that they are independent members of the Board of Directors, consultants, or experts in the financial or auditing field, with the approval of the Central Bank of Iraq. The Chairman of the Committee must be an independent member of the Board of Directors, and he may not be a member of any other committee of the emerging committees. About the council.
 The Board must ensure that all members of the committee have appropriate financial ability and experience, including (experience in auditing practices and procedures), understanding of means and methods of internal auditing, procedures for preparing financial reports, awareness of the accounting principles applied to the bank’s financial statements, awareness of the tasks and importance of the Audit Committee, and the ability to read and understand And evaluate the bank’s financial statements, including the balance sheet, income statement, cash flow statement, and list of changes in shareholders’ equity.
 The tasks and powers of the committee include the following:
• The scope, results, and adequacy of the internal audit, following up with the external auditor, and discussing his reports.
• Accounting issues that have a fundamental impact on the bank’s financial statements.
• Internal control and control systems in the bank.
• Ensure compliance with international standards and anti-money laundering in all activities and operations of the bank. The committee has the right to investigate, research and scrutinize any operations, procedures or regulations that it deems affecting the strength and safety of the bank.
•
•
•
•
•
   Recommending to the Board of Directors to adopt the bank’s organizational structure, creating, canceling or merging organizational formations, and determining the tasks and competencies of these formations and amending them.
  Reviewing the annual plan for training and development and following up on its implementation, in addition to reviewing executive management reports on the status of human resources.
   Reviewing policies and instructions related to appointment, promotion, resignation, and termination of service for all bank employees, including executive management, taking into account the provisions of applicable laws.
   Preparing a quarterly report on the committee’s work after the end of each fiscal quarter and submitting it to the Board of Directors.
  Auditing and approving the accounting procedures, the annual audit plan, and the accounting controls.
 


 
Warka Bank
Corporate Governance
 
• Ensure the bank’s commitment to the disclosures specified by the International Financial Reporting Standards (IFRS), the instructions of the Central Bank of Iraq, and other relevant legislation and instructions, and to ensure that the executive management is aware of the changes that occur in the international financial reporting standards and others. n Relevant standards.
•
•
•
•
•
   Include in the bank’s annual report a report on the adequacy of the internal control and oversight systems with regard to financial reporting, so that the report includes as a minimum the following:
 A paragraph explaining the responsibility of the internal auditor, in conjunction with the executive departments, to establish internal control and oversight systems regarding financial reporting in the bank and to maintain those systems.
 A paragraph about the framework that the internal auditor used and its evaluation to determine the effectiveness of the internal control and oversight systems.
 Ensure compliance with international standards in all bank activities and operations.
 Ensure the existence of a unit for reporting money laundering and terrorist financing that is linked to the Council, and is responsible for implementing special operations policies (KYC(Know Your Customer)) and the tasks and duties resulting from that, including the office preparing periodic reports on its activity .
 (FATCA Foreign Account Tax Compliance Act)
 Disclosing weaknesses in the internal control and oversight systems that lead to the possibility of not being able to prevent or detect an incorrect statement that has a fundamental impact.
 A report from the external auditor stating his opinion on the effectiveness of the systems and internal control
   The committee’s relationship with the external auditor, as the committee bears direct responsibility for the following:
 Proposing qualified persons to work as external auditors or recommending their dismissal.
 Providing means of direct communication between the external auditor and the committee.
 Agreeing on the scope of the audit with the external auditor.
 Receiving audit reports and ensuring that the bank’s management takes the necessary corrective measures in a timely manner regarding the problems identified by the external auditor.
   The committee’s relationship with the internal auditor: The committee bears direct responsibility for the following:
 Appointing the internal auditor or recommending his dismissal, promotion or transfer after obtaining the approval of the Central Bank of Iraq.
 Study and approve the internal audit plan
 Request reports from the Internal Audit Director.
 The audit committee must verify the availability of sufficient financial resources, and a sufficient number of qualified human resources, to manage and train internal audit.
 The audit committee must verify that the internal audit staff is not assigned any executive tasks and ensure its independence.
   Monitoring compliance and combating money laundering and terrorist financing with the laws, regulations and controls applied to the bank and submitting a report thereon to the Council.
   Reviewing the reports submitted by the bank to the Central Bank of Iraq
 


 
Warka Bank
Corporate Governance
 
• Submitting the annual report to the Board of Directors to disclose the bank’s activities and operations.
• The committee must have the authority to obtain any information from the executive management, and it has the right to summon any director to attend any of its meetings without them having the status of committee membership, provided that this is stipulated in the internal audit charter.
• The committee meets with the external auditor, the internal auditor, the compliance department official, and the anti-money laundering official at least 4 times a year, without the presence of any member of the executive management.
• The committee reviews and monitors the procedures that enable the employee to confidentially report any error in the financial reports, or any other matters. The committee ensures that the necessary arrangements are in place for the independent investigation and protection of the employee, and ensures that the results of the investigation are followed up and treated objectively.
• Review anti-money laundering and terrorist financing reports.
• Follow up on the implementation of business continuity programs and recovery from disasters and crises in coordination with the Information and Communications Technology Committee.
Risk Management Committee
 The committee shall be composed of at least three non-executive members, provided that the chairman of the committee is an independent member, and the committee members must have experience in managing risks and the practices and issues related to them.
 Committee tasks:
• Reviewing the bank’s risk management strategy before it is approved by the Board.
• Reviewing the credit policy and submitting recommendations thereon to the Board of Directors for the purpose of approval, as well as supervising the implementation of the credit policy proposed by them.
•
•
•
•
• •
•
•
  Monitoring the credit risks borne by the bank, whether related to the standard approach or the document-based approach for internal classification, operational risk, market risk, supervisory review, and market discipline contained in the decisions issued by the Basel Committee on Banking Supervision. .
  Determine credit ceilings that exceed the authority of the authorized manager.
  Monitoring the bank’s ability to avoid liquidity risks, including liquidity standards and Basel III decisions.
  Recommending abandoning activities that cause risks to the bank and which it does not have the ability to confront.
  Ensure the bank’s compliance with regulations, instructions and policies related to risk management.
  The committee meets at least four times a year, and any member of senior management may be invited to attend its meetings in order to clarify some of the issues and topics that the committee deems important to clarify.
  Periodically reviewing the risk management policy proposed by the bank’s senior management and submitting recommendations regarding it to the Board of Directors for approval and approval.
  Supervising senior management’s procedures towards compliance with the bank’s approved risk policies.
​


 
Warka Bank
Corporate Governance
 
• Submitting the annual report to the Board of Directors to disclose the bank’s activities and operations.
• The committee must have the authority to obtain any information from the executive management, and it has the right to summon any director to attend any of its meetings without them having the status of committee membership, provided that this is stipulated in the internal audit charter.
• The committee meets with the external auditor, the internal auditor, the compliance department official, and the anti-money laundering official at least 4 times a year, without the presence of any member of the executive management.
• The committee reviews and monitors the procedures that enable the employee to confidentially report any error in the financial reports, or any other matters. The committee ensures that the necessary arrangements are in place for the independent investigation and protection of the employee, and ensures that the results of the investigation are followed up and treated objectively.
• Review anti-money laundering and terrorist financing reports.
• Follow up on the implementation of business continuity programs and recovery from disasters and crises in coordination with the Information and Communications Technology Committee.
Risk Management Committee
 The committee shall be composed of at least three non-executive members, provided that the chairman of the committee is an independent member, and the committee members must have experience in managing risks and the practices and issues related to them.
 Committee tasks:
• Reviewing the bank’s risk management strategy before it is approved by the Board.
• Reviewing the credit policy and submitting recommendations thereon to the Board of Directors for the purpose of approval, as well as supervising the implementation of the credit policy proposed by them.
•
•
•
•
• •
•
•
  Monitoring the credit risks borne by the bank, whether related to the standard approach or the document-based approach for internal classification, operational risk, market risk, supervisory review, and market discipline contained in the decisions issued by the Basel Committee on Banking Supervision. .
  Determine credit ceilings that exceed the authority of the authorized manager.
  Monitoring the bank’s ability to avoid liquidity risks, including liquidity standards and Basel III decisions.
  Recommending abandoning activities that cause risks to the bank and which it does not have the ability to confront.
  Ensure the bank’s compliance with regulations, instructions and policies related to risk management.
  The committee meets at least four times a year, and any member of senior management may be invited to attend its meetings in order to clarify some of the issues and topics that the committee deems important to clarify.
  Periodically reviewing the risk management policy proposed by the bank’s senior management and submitting recommendations regarding it to the Board of Directors for approval and approval.
  Supervising senior management’s procedures towards compliance with the bank’s approved risk policies.
​


 
Warka Bank
Corporate governance
 
 
  Supervising the process of evaluating the performance of human resources in the bank, especially the executive management.
Reviewing the relevant reports and submitting recommendations thereon to the Board of Directors.
Corporate Governance Committee
  The committee consists of three members, the majority of whom are independent and non-executive members, and the committee must include a chairman.
the Council .
  Reviewing the application of the corporate governance guide issued by the Central Bank of Iraq, and supervising the preparation of the guide
The bank's institutional governance, according to the size of the bank's operations and the multiplicity and diversity of its activities, is updated and monitored
Apply it.
  Supervising and preparing the governance report and including it in the bank’s annual report.
  Ensuring that the bank applies corporate governance principles and sound practices.
​


 
Warka Bank
Corporate Governance
 
Committees emanating from the executive management
Senior management forms committees to assist it in carrying out its tasks and submit reports to the relevant Board of Directors committees periodically to ensure the effectiveness of control and supervision. Executive management committees are composed of at least three members, and members of the Board of Directors may attend as observers to assist them. The committees send the dates of their meetings to the Board of Directors before convening. So that any member of the Council can attend as an observer if he wishes.
Credit Committee
 The committee meets at least once a month or whenever necessary.
 Committee tasks:
• Supervising and following up on the implementation of instructions issued by the Central Bank of Iraq regarding the principles of evaluating the creditworthiness of customers and forming allocations.
• Follow up on credit exposures in a manner consistent with the provisions of Islamic Sharia.
• Follow up on loan repayment movements.
• Cooperating with the legal department in following up on the collection of defaulted loans.
• Work to recover written off loans as much as possible.
• Simplifying grant procedures.
Investment Committee
 The committee meets at least once a month or whenever necessary.
 Committee tasks:
• Dividing the investment portfolio into equity and debt instruments, including treasury transfers and government bonds, as well as the portfolio’s components of foreign instruments, in a manner consistent with the provisions of Islamic Sharia.
• Proposing buying and selling operations or maintaining the components of the investment portfolio and following up on their implementation if the Board of Directors approves them.
• Reviewing the periodic indicators used by the investment department or investment units and submitting the necessary proposals regarding them.
Information and Communications Technology Committee
 The committee meets at least once a month or whenever necessary.
 Committee tasks:
• Review and develop the uses of information and communications technology, and verify information and communications security.
 


 
Warka Bank
Corporate Governance
 
• Verifying the adequacy of the infrastructure, information and communications systems, electronic networks and software used in the bank.
•
• •
•
•
•
  Verifying the adequacy of the measures taken to maintain updated backup copies of information for the purposes of confronting the possibility of disasters and loss of databases.
  Follow up on electronic customer service techniques.
  Ensuring the quality and suitability of the management of the bank’s internal network and its website on the Internet.
   Follow up on the implementation of business continuity and disaster and crisis recovery programmes
  Ensuring the preparation of a guide to information and communications technology policies and procedures, working to update it, and submitting the necessary proposals to develop the guide in accordance with work requirements.
  Ensure that there is a separation of duties between the Information Technology and Communications Department, on the one hand, and other departments in the bank, on the other hand.
 


 
Warka Bank
Corporate Governance
 
Executive management
Suitability of members of executive management
 Members of the executive management must have the greatest degree of credibility, integrity, efficiency, necessary banking experience, and the ability to commit and devote time to the work of the bank. It is the responsibility of the Board and the Nomination and Remuneration Committee to ensure this.
 Executive management framework:
• The executive management consists of bank officials.
• The executive management exercises its powers and performs its responsibilities in accordance with the authorization and decisions issued by the Board of Directors.
• The executive management is responsible before the Board of Directors for achieving the bank’s objectives and operations.
• Board members do not have the right to interfere in the daily executive work of the bank
 Executive management tasks:
• Preparing strategic and operational plans and implementing them, after their approval by the Board of Directors, ensuring their effectiveness, and submitting proposals regarding their development or amendment.
 


 

Warka Bank
Corporate Governance
 
• Maintaining adequate and sound records and information systems for all activities and decisions and supporting them with the necessary documents.
• Discussing and following up on the progress of work in the bank and proposing solutions.
• Coordination between different departments to ensure compatibility, harmony and integration.
• Identify human resources needs, and follow up on their training to develop their performance.
• Monitoring the bank’s financial position and its achievement of appropriate profits, within the framework of the proper exchange between risk and return and in implementation of its annual plan.
• Check the official website of the Anti-Money Laundering Office regarding the daily lists of freezing terrorist funds and notify the Anti-Money Laundering Office and the Banking Control Department at the Central Bank immediately in the event that there is a person whose name has been included in the list of freezing terrorist funds. Yen.
 It is necessary to obtain the approval of the Board when appointing any member of the bank’s executive management.
 Conditions that must be met when appointing the bank’s executive management:
• He must not be a member of the board of directors of any other bank, unless the other bank is affiliated with that bank.
• To be dedicated to managing the bank’s business
• He must have a primary university degree, as a minimum, in financial or banking sciences, business administration, finance, accounting, economics, law, or information technology, which are related to the bank’s work.
• He must have experience in the field of banking business or related work, which is not less than five years, with the exception of the position of managing director, whose experience in the field of banking business or business related to financial sector activities must not be less than ten years. t years.
 A non-objection must be obtained from the Central Bank, before appointing any member of the executive management. Therefore, the bank, before appointing any member of the executive management, must obtain from the candidate for appointment his CV, attaching the documents and certificates to it. Academic certificates, experience certificates, and good conduct certificates Behavior, and other necessary supporting documents.
 An administrator who has been dismissed from his position by the central bank is not permitted to become a member of the board of directors of any bank, or an authorized director of any bank, or of any bank branch, or to work administratively or within the executive management of any other bank.
 The Central Bank must be notified of the dismissal or resignation of any employee in the executive management, within (3) days, and it must also be notified of the reasons for this dismissal or resignation.
 It is not permissible for a person who was an employee in the executive management of a bank whose license was canceled or whose liquidation was decided during the period of his occupancy of his position, to work within the executive management of any other bank unless the Central Bank decides otherwise.
 


 

Warka Bank
Corporate Governance
 
Conflict of interest
 The Board of Directors must ensure that due diligence is exercised to arrange the affairs related to the bank’s business and the affairs related to personal business in a way that avoids a conflict of its personal interests with the interests of the bank.
 The Board must adopt policies and procedures to address conflicts of interest that may arise when the bank is part of a banking group, and disclose in writing any conflicts of interest that may arise from the bank’s association with companies within the group. .
 The Council must adopt policies and procedures for dealing with relevant persons, which include the definition of these parties, taking into account legislation, policies, procedures, and the mechanism for monitoring them, so that they are not allowed to be bypassed.
 The bank’s supervisory departments must ensure that the operations of related persons have been carried out in accordance with the approved policies and procedures, and the audit committee must review and monitor all transactions of related persons, and inform the Board of these matters. Transactions.
 The Council must adopt policies and a charter of professional conduct and circulate them to all employees so that they include, as a minimum, the following:
• None of the employees shall exploit internal information in the bank for their personal benefit.
• Rules and procedures that regulate dealing with relevant persons.
• Addressing cases that may create a conflict of interest.
 The Council must ensure that the executive management enjoys high integrity in carrying out its work, implements approved policies and procedures, and avoids conflicts of interest.
 Council members must obtain important information in a timely, clear and accurate manner so that they can fulfill their duties and perform their tasks to the fullest extent.
 The bank must provide the Central Bank with the number of shares mortgaged by the bank’s shareholders, who own (1%) or more of the bank’s capital, and the party to which these shares are mortgaged.
 


 
Warka Bank
Corporate Governance
 
Departments and departments of Egypt
Department of finance
Its basic tasks include the following:
 Preparing final accounts and ensuring the proper implementation of financial regulations, decisions and instructions.
 Develop policies that regulate work, develop work plans and programs to achieve the established goals, and supervise their implementation.
 Ensuring the sound completion of financial accounting tasks and sound spending provisions in order to facilitate the process of making decisions, extracting the accounts accurately, and preparing correct financial reports to rationalize management decisions.
HR
Its basic tasks include the following:
 Establish, implement and develop procedures, policies and plans regulating recruitment processes and organizing procedures for managing their affairs during work, with the aim of ensuring the effective use of human resources, and following up on everything related to serving the bank’s employees and developing their skills. And their capabilities to achieve continuity, development, growth, leadership and excellence for the bank.
 Supervising the provision of support services, including securing supplies, ensuring movement, and various administrative services.
 Follow up and ensure employees’ compliance with HR regulations, policies and procedures.
Contributors
Its basic tasks include the following
 The department is considered a point of connection with the stock market after the bank’s shares are listed on the market.
 It is also considered the link between the bank and the shareholders and is the authority authorized to manage communication between the bank and the Iraq Stock Exchange (trading), the Iraqi Depository Center and the Securities Commission.
 Serving the bank’s shareholders by responding to their inquiries, receiving their comments and processing them.
 Documenting the bank’s relationship with its shareholders, as it is the link between the shareholders and the bank’s management.
​

Warka Bank
Corporate Governance
 
Processes
Its basic tasks include the following
 Participate in preparing policies and procedures for the bank’s operations that govern various aspects of work,
 Ensuring the smooth progress of work in the bank’s various operations.
 Administrative and executive supervision of the work of its departments, and ensuring that support is provided to the various administrative units to contribute to raising the level of service provision to customers.
 Contributing to achieving the bank’s general strategy.
information technology
Its basic tasks include the following
 Defining the vision for developing and implementing the bank’s technology and communications initiatives that aim to raise the efficiency of performance and operation and improve the level and quality of services provided while reducing the cost.
 Supervising the management’s work, participating in policy-making and developing strategies for information technology, providing the necessary technical support to develop the bank’s institutional performance, and applying the best technical and artistic solutions in all areas and work activities in cooperation with those concerned internally and externally. To maximize operational efficiency,  Use the latest applications and systems in the field Security and information protection policies in accordance with the bank’s strategy.
commercial services
Its basic tasks include the following
 Ensuring the department’s commitment and contribution to the bank’s strategic plans and objectives by achieving the specified financial and non-financial objectives.
 Ensure that the department operates with high efficiency and in accordance with the policies and procedures in force at the bank.
 Administrative and executive supervision of subordinate functions,
 Auditing all documents and transaction data entries related to outgoing and incoming commercial services in all their cases, confirming them and approving them on the automated system within the powers granted,
 Follow up on all its procedures and the progress of implementing transactions with the branches and central administrative departments concerned,
 Ensure the efficiency of work completion, in accordance with approved policies and procedures and with the required accuracy and speed.
Islamic credit
Its basic tasks include the following
 Draw realistic and future strategies for all concerned economic sectors and follow up on their implementation with the aim of developing plans in which the percentage of future contributions to these sectors is determined and evaluating the bank’s current portfolio in them by studying the size of the shares. Female workers implementing within the sector
​


 
Warka Bank
Corporate Governance
 
 Evaluating the performance of the approved programs in accordance with the bank’s credit policies and determining the degree of deviations in order to work to correct them in accordance with the established strategy, by implementing all administrative supervisory and evaluative analytical tasks on the proposed programs.
 Strengthening the bank’s credit policy, in addition to meeting the requirements and controls determined by the Risk Management Department in the processes of monitoring and controlling credit risks.
 Preserving the bank’s rights,
 Minimize risks and achieve maximum profits.
Legal
Its basic tasks include the following
 Follow-up, preparation, direction, planning and organization of all matters related to legal affairs in the bank.
 Preparing legal memorandums
 Formulating agreements and contracts and following up on their implementation
 Implementing judgments issued in favor of the bank
 General supervision of casework, and initiating lawsuits and appeals.
Awareness and public protection
Its basic tasks include the following
 It links the bank with its community and conveys a complete picture of the activities and services provided by the bank to meet the desires and needs of customers and society, create a positive mental image of the bank, and enhance customer confidence.
 Achieving transparency and fair dealing with the customer,
 Establishing core and ethical standards and values in dealings,
 Ensuring that the best service is provided to customers,
 Contributing to achieving the goals of financial inclusion.
 Establishing and implementing supervisory controls and determinants of customer complaints and how to address them.
 Protecting customers’ rights through financial education and awareness.
 Disseminating achievements through available media and communication,
 Maintaining the bank’s identity and reputation.
Treasury and investment
Its basic tasks include the following
 Administrative and executive supervision of the department’s work and the bank’s liquidity management and investment.
 


 
Warka Bank
Corporate Governance
 
 Strengthening the relationship with other banks and foreign correspondent banks with the aim of increasing the bank’s profitability and paying its obligations on time,
 Develop investment plans in financial markets and determine treasury sales plans (certificates of deposit)
 Investment portfolio management.
Risks
 Identifying, evaluating and classifying the risks facing the bank in a way that is consistent with the bank’s strategic objectives, in addition to monitoring the effectiveness and efficiency of the internal control system and its ability to confront the risks that prevent the achievement of the objectives, and working To update the risk register at the bank level on a periodic basis.
 Control risks and reduce them to acceptable levels.
 Drawing up realistic and future strategies for all relevant economic sectors and following up on their implementation with the aim of developing plans that determine the percentage of future bank contributions to these sectors.
 Maintaining the bank’s reputation and customer confidence.
Its basic tasks include the following
 Supervising the verification of the efficiency and effectiveness of procedures related to risk management.
 Supervising the identification of risks facing the bank that prevent it from achieving its desired goals.
 Supervising the identification of risks facing the bank and ensuring the adequacy of internal control procedures that prevent their occurrence.
 Supervising and monitoring the effectiveness and efficiency of the internal control system and its capacity. To confront the risks that prevent the achievement of the bank’s objectives
 Supervising the classification of risks according to their importance and probability of occurrence.
 Coordination with the Internal Audit Department, ensuring that the annual audit plan includes departments with high risks.
 Supervising the amendment and updating of the risk register based on the changes resulting during the audit year.
 Participating in conferences and attending seminars and workshops within his specialty.
 Review periodic reports, follow up on the suitability of applying standard ratios, and submit the necessary recommendations to the Risk Committee.
 Ensure that policies for managing operational risks are adopted and followed or reduced, for example through insurance or emergency planning.
Participating in determining the percentage of concentrations of economic sectors relevant to the bank’s activities, with the aim of developing plans that determine the percentage of future bank contributions to these sectors and evaluating the bank’s current portfolio in them through studying the volume of transactions carried out Within the sector, evaluate the performance of approved programs in accordance with the bank’s credit policies, and determine the degree of deviations to work on. Correcting them according to the established strategy, by implementing all administrative and evaluative supervisory tasks on the proposed programs.
​
 


 
Warka Bank
Corporate Governance
 
 Follow up on violations and control credit concentrations and ensure that they are within the instructions and limits set by the credit policy.
 Follow up on analyzes of the financial position items (items inside and outside the budget) and the income statement on a monthly basis in terms of performance and risk indicators, compare the indicators with competitors, and review the risks of existing and proposed asset products or any amendments in this regard in terms of Its impact on the soundness and growth of the income statement, liquidity, and economic value of the bank.
 Determine risk appetite/risk tolerance in light of developments in the financial position
  . (RISK APPETITE) and growth plans
 Monitoring the extent of compliance with acceptable risk ceilings
 Preparing stress tests (STRESS TESTING) in accordance with the requirements of the Basel International Committee and the instructions of the Central Bank of Iraq, reviewing these tests and submitting recommendations to the Risk Committee to take the necessary measures.
 Review credit policies and all risk policies on an annual basis.
 Reviewing the risks of existing and proposed asset products or any amendments in this regard in terms of their impact on the integrity and growth of the income statement, liquidity and economic value.
 Review and review analyzes of opponents’ risks in terms of pricing and competitive position towards competitors for the same products, present recommendations and submit them to the Risk Committee.
 Follow up on linking risks to regulatory procedures (building a risk matrix) where risks are linked to regulatory procedures to identify risks according to the degree of control over them (reducing the severity of risks)  Reviewing the main indicators of risks (Indicators Risk Key) and determining the Matters that the Board of Directors should be informed of periodically (half Annually.)
 Reviewing the maximum limits for transactions with other banks and the maximum limits for transactions in countries when necessary and at least once a year in coordination and participation with the relevant departments.
 Assessing new fundamental risks affecting the bank.
 Ensure and follow up on the development of policies that include ceilings and powers that must be used, and their implementation after their approval by the Board of Directors.
 Providing the Risk Committee with periodic reports on the risks that the bank faces or may be exposed to, and any violations of laws and regulations, and monitoring the extent of executive management’s commitment to approved risk management policies.
 Spreading awareness about the concept of risk management to all bank departments and units.
 Implementing policies and procedures approved by the Board of Directors.
 Measuring the performance of direct subordinates and supervising the measurement and evaluation of the performance of the department’s employees.
 Coordination with the General Administration of Human Resources to attract competencies to work within the administration and to train employees.
 Providing guidance, guidance and support to employees to ensure smooth work and achieve outstanding levels of performance.
 Holding periodic meetings whenever necessary with the department’s officials and employees and following up on the implementation of recommendations
 Work to instill the bank’s values and ethics in the department’s employees and enhance belonging.
 


 
Warka Bank
Corporate Governance
 
 Performing the tasks assigned to him in his field of work.
The circuit is divided into the following:
 Credit and Investment Risk Department
 Market Risk and Liquidity Risk Department
 Operational Risk Department
 Non-compliance risks section
The Board’s relationship with risk management
 Ensure that risk management monitors the bank’s executive departments with the specified levels of acceptable risks
 The Council must verify that violations of acceptable risk levels are addressed, including holding the relevant executive management accountable regarding these violations.
 The Board must ensure that the risk management periodically conducts “stress tests” to measure the bank’s ability to withstand shocks and face high risks, and that the Board must have a major role in approving the hypotheses and scenarios used, discussing the results of the tests, and approving the measures that must be taken based on these results.
 The Board must adopt the methodology for internal assessment of the adequacy of the bank’s capital, in accordance with the decisions of the Basel Committee on Banking Supervision and any other international standards, so that this methodology is comprehensive, effective, and capable of identifying all risks that the bank may face, and takes into account the bank’s plan. The strategy and capital plan, reviewing this methodology periodically, verifying its application, and ensuring that the bank maintains sufficient capital to confront all the risks to which it may be exposed.
 The Board, before approving any expansion of the bank’s activities, must take into account the risks arising from this and the capabilities and qualifications of risk management employees.
 The Board must ensure the independence of the bank’s risk management, by submitting its reports to the Risk Management Committee, and granting this department the necessary powers to enable it to obtain information from other bank departments and cooperate with other committees to carry out its tasks.
 The policies approved by the Board of Directors must include the acceptable limits of risks to which the bank may be exposed, with the need for those limits to be consistent with the extent of the bank’s ability to accept risks and the suitability of this with the size of capital.
 Measuring the continued suitability of the work steps for measuring, monitoring and monitoring risks and making any adjustments to them if necessary in accordance with market developments and the environment in which the bank operates.
 Using appropriate and effective information and communication systems, especially with regard to the process of monitoring and monitoring risks and ensuring the efficiency of the information management system, so that it allows providing the bank’s senior management, the risk committee, and the board with periodic reports (at least monthly) that reflect the extent of the bank’s commitment to the specified risk limits and explain violations of these limits, their causes, and the corrective plan. Necessary.
 Risk management tasks consist, as a minimum, of the following:
• Study and analyze all types of risks facing the bank
​
 


 
Warka Bank
Corporate Governance
 
• Preparing the bank’s risk management framework and presenting it to the Board.
• Implementing a risk management strategy in addition to developing work policies and procedures to manage all types of risks.
• Develop methodologies for identifying, measuring, monitoring and controlling each type of risk.
• Submitting reports to the Board, through the Risk Management Committee, and a copy to the executive management, including information on the actual risk system for all the bank’s activities, compared to the “acceptable risk document” and following up on the treatment of negative deviations. (Risk Appetite)
• Verifying the integration of risk measurement mechanisms with the management information systems used
• Providing recommendations to the Risk Management Committee about the bank’s exposure to risks, and recording exceptional cases from the risk management policy.
• Providing the necessary information about the bank’s risks, to be used for disclosure purposes.
Reporting money laundering and terrorist financing
 Supervising the program to combat money laundering and terrorist financing.
 Prevent and limit the use of the bank as a means to pass on money laundering activities criminalized by local and international legislation.
 Creating mechanisms and frameworks that ensure confronting financial crimes, especially with regard to combating money laundering and terrorist financing operations.
 Maintaining values and best professional practices in banking.
 Consolidating the relationship with regulatory authorities.
Its basic tasks include the following
 Contributing to the preparation of the department’s policies and procedures and the necessary updates.
 Contributing to the preparation of the department’s work plan and following up on its implementation after its approval.
 Investigate cases of suspected money laundering and terrorist financing operations and inform the competent authorities.
 Save suspicions after being convinced that they are incorrect and submit suspicious reports after verifying their conformity to the Anti-Money Laundering and Financing Office.
 Submitting periodic reports to the bank’s management, the risk committee, and the regulatory authorities.
 Establishing a basic database that includes all instructions issued by regulatory authorities related to work.
 Develop, implement and maintain a comprehensive training plan for suspicion operations on an annual basis so that it covers all employees.
 Cooperating with internal departments in updating and developing procedures and standards for controlling suspicious cases.
 Follow up on the decisions/instructions issued by the relevant internal and international government agencies and ensure that the relevant branches and departments adhere to the regulations related to combating money laundering.
​


 
Warka Bank
Corporate Governance
 
 Monitoring outgoing and incoming external transfers and taking the necessary measures regarding them in coordination with the relevant departments and branches.
 He worked on creating a system that serves anti-money laundering procedures and helps in classifying customers according to risks.
 Ensure the effectiveness of the implemented program.
 Coordination with the Financial Institutions Department regarding opening accounts for external banks with the bank and vice versa to complete verification procedures for these banks in accordance with the principle of (know your customer). Prepare the AML questionnaire (AML-CTF) in cooperation with the relevant departments. To respond to inquiries
Transaction/ Know Your Customer/ Customer Due Diligence Related correspondence banks
/ Internal Policies (Monitoring). To coordinate with the “SWIFT” department regarding outgoing and incoming transfers that are held in the OFAC system, verify them, and prepare a report on any suspicious transactions.
 Ensure that international departments follow proper procedures when conducting transactions with banks, financial institutions and companies in other countries, in accordance with local and external controls for combating money laundering and terrorist financing.
 Coordination with the Remittances Department in responding to external banks’ inquiries about correspondence and data related to remittances before preparing responses regarding them.
 Coordination with internal audit to take the necessary measures to correct deficiencies in applying the controls and instructions of the internal regulations to combat money laundering in the bank’s branches.
 Develop, update and implement systems, procedures and controls for combating money laundering and terrorist financing.
 Receive employee reports directly about any suspicious operations or activities, analyze them, and estimate the need to send them to the Anti-Money Laundering Office.
 Maintain detailed records of suspicious cases.
 Maintain updated information of entities and individuals on banned lists.
 Keeping abreast of developments in money laundering and terrorist financing systems, practices, and techniques, and updating the indicators for combating money laundering and terrorist financing.
 Keeping pace with developments and international best practices and applying them wherever possible.
 Spreading awareness about the concept of suspicion, cases of money laundering and organized crime to all departments and units of the bank.
 Implementing policies and procedures approved by the Board of Directors.
 Measuring the performance of direct subordinates and supervising the measurement and evaluation of the performance of the department’s employees.
 Providing guidance, guidance and support to employees to ensure smooth work and achieve outstanding levels of performance.
 Holding periodic meetings, whenever necessary, with department officials and employees and following up on the implementation of recommendations.
 Work to instill the bank’s values and ethics in the department’s employees and enhance belonging.
 Performing the tasks assigned to him in his field of work.
The Council’s relationship with the Anti-Money Laundering and Counter-Terrorism Financing Department
 


 
Warka Bank
Corporate Governance
 
 The Board, through the Audit Committee and the bank’s supervisory departments, must ensure that the bank takes due diligence measures towards customers in accordance with the Anti-Money Laundering and Terrorist Financing Law No. (39) of 2015 and the instructions issued pursuant thereto.
 The Council must ensure that the bank retains the following records, papers and documents for a period of five (5) years from the date of the end of the relationship with the customer or from the date of closing the account or executing a transaction for an occasional customer, whichever is longer, and ensures that they are made available to the competent authorities as quickly as possible, which includes as a minimum the following: :
• Copies of all records obtained through the due diligence process in verifying transactions, including documents verifying the identities of beneficial clients, accounting files, and business correspondence.
• All records of local and international transactions, whether actually executed or attempted, provided that these records are detailed to the extent that allows re-enacting the steps of each transaction separately.
• Records related to the risk assessment or any information required to conduct or update it.
 Adopting programs to prevent money laundering and terrorist financing, including:
• Conduct an assessment of the money laundering and terrorist financing risks to which it is exposed.
• Adopting policies, procedures and internal controls appropriate for implementing the obligations imposed in the field of combating money laundering and terrorist financing.
• Independent audit to test the effectiveness of policies and procedures and the extent of their application.
Compliance monitoring
 Determine and monitor the bank’s implementation of all compliance rules.
 Protecting the bank from the risks of non-compliance,
 Establishing sound values and practices within the bank.
 Consolidating the relationship with regulatory authorities.
Its basic tasks include the following
 Supervising the development of the department’s plan.
 Ensure that the bank and its internal policies comply with all laws, regulations, instructions, orders, codes of conduct, standards, and sound banking practices issued by local and international regulatory and supervisory authorities.
 Ensure receipt of all laws, regulations and circulars issued by regulatory authorities and follow up on their implementation by all bank departments.
 Review all policies and procedures of the bank’s departments and divisions and ensure that they include and comply with laws, instructions, and internal and external controls and approve them.
 Ensure that all written policies and procedures approved by the bank are consistent with the applicable compliance rules.
​


 
Warka Bank
Corporate Governance
 
 Contributes and assists the Board of Directors in implementing corporate governance.
 Identify all compliance risks, deal with them, and monitor their development.
 Establish policies and procedures for the department, and follow up on updating the policies and procedures periodically and according to work requirements.
 Providing consultations and observations on what the work requires in order to protect the bank from the risks of non-compliance in the bank’s daily operations.
 Participate in Board of Directors meetings and sign their minutes.
 Conducting educational and awareness courses for employees aimed at proper compliance and mitigating the risk.
 Study of correspondent banks that must open banking relationships in relation to compliance requirements.
 Working to spread a culture of compliance by raising awareness of the importance of compliance.
 Coordination with the legal department regarding reviewing contracts and forms to ensure their compatibility with the bank’s internal policies and regulations.
 Ensure that new banking products comply with laws, regulations and publications.
 Submitting periodic reports to the Board of Directors to the executive management specifically to monitor compliance.
 Submitting monthly and periodic reports to relevant authorities.
 Adherence to confidentiality requirements at work.
 The compliance manager must review the following reports and express his opinion on them:
• Internal audit reports.
• External auditor reports.
• Central Bank of Iraq inspection reports.
 Preparing the compliance guide and the risk of non-compliance guide.
 Support the Board of Directors and carry out any work assigned to it in the field of competence.
The Board’s relationship with compliance management
 The Board must adopt a clear policy to ensure the bank’s compliance with all relevant legislation and instructions, review this policy periodically and verify its implementation.
 The Council must approve the tasks and responsibilities of the Compliance Department.
 The Compliance Department submits its reports to the Audit Committee, with a copy sent to the authorized director.
 The bank must form an independent compliance department, reinforced with trained human resources, and adequately rewarded, in line with the instructions of the Central Bank of Iraq. issued in this regard
 The Compliance Department prepares effective policies and procedures to ensure the bank’s compliance with all applicable legislation and instructions and any relevant instructions and evidence.
 The bank must document the tasks, powers, and responsibilities of the compliance department and circulate them within the bank.
 


 
Warka Bank
Corporate Governance
 
Internal control and auditing
Internal audit ensures the provision of the necessary periodic evaluation of the quality of the bank’s accounts, its performance and the conduct of operations, while complying with international standards and submitting periodic reports to the Audit Committee on the effectiveness and suitability of the internal control processes and procedures approved and implemented by the bank’s management.
  Internal audit’s relationship with the council
 The Board must verify that the Internal Audit Department is subject to the direct supervision of the Audit Committee, and that it submits its reports directly to the Chairman of the Audit Committee to ensure its independence.
 The authority to communicate directly with the Board of Directors or with the Chairman of the Board of Directors, the Audit Committee, the external auditor, and the compliance monitor at the bank.
 Providing monthly, quarterly, semi-annual and annual reports on business results to the Audit Committee.
 Preparing a working guide for the policies and procedures of the Internal Audit Department, provided that the guide is approved by the Audit Committee and the Board of Directors and is subject to review and updating by the Audit Committee every year or two years at least.
 The structure of the internal control and control systems is reviewed by the Audit Committee and the Internal Audit Department at least once a year and whenever necessary.
The Council’s relationship with the Internal Audit Department
 Ensuring and enhancing the independence of internal auditors, and ensuring that they are qualified to carry out their duties, including their right to access all records and information and contact any employee within the bank, so that they can perform the tasks assigned to them and prepare their reports without any external interference.
 Taking the necessary measures to enhance the effectiveness of internal audit, through the following:
• Giving the necessary importance to the audit process and establishing this in the bank.
• Follow up on correcting audit observations.
 Verifying the availability of sufficient financial resources and a sufficient number of qualified human resources to manage internal audit and training them, provided that the employees meet the following minimum requirements:
• A specialized university degree
• The head of the internal audit department must have a controller and auditor certificate.
 Verify that internal audit employees are not assigned any executive tasks.
 Approval of an internal audit charter that includes the tasks, powers and responsibilities of the audit department and its staff within the bank.
 Verifying that the internal audit department is subject to the direct supervision of the committee.
 Planning to prepare and implement policies and strategies for internal audit, ensuring a comprehensive evaluation of internal control controls, in order to improve the effectiveness of risk management and governance processes.
 


 
Warka Bank
Corporate Governance
 
 Verifying that the conduct of business and the procedures and administrative, financial and technical decisions issued are consistent with the effective instructions on the one hand and the programs and plans specified by senior management on the other hand, in addition to monitoring all relevant projects and issues. Related to the work of the department.
 Putting the Audit Committee’s recommendations into effect.
Its tasks include the following:
 Setting goals for the department and supervising their implementation in accordance with the general vision of the Board of Directors.
 Preparing the internal audit plan in light of the results of the strategic analysis and risk assessment.
 Supervising the development of the annual plan for internal control and audit work and its implementation in accordance with the annual work plan.
 Supervising the preparation and unification of the department’s budget.
 Supervising the development of the internal audit program, ensuring that steps are set to conduct audits in detail, and supervising audit teams to ensure the completion of audit programs in accordance with locally and internationally recognized auditing standards. In addition to adhering to specific plans and schedules.
 Monitoring the implementation of the internal audit plan and making the necessary changes, while obtaining the approval of the audit committee to ensure the achievement of goals and taking corrective measures when needed.
 Verifying the validity and integrity of the internal control system and determining its adequacy and effectiveness, while verifying that it is properly implemented.
 Evaluating the risks facing the department, submitting proposals on how to deal with them, and preparing plans to confront potential risks in cooperation with the Risks Department.
 Supervising and maintaining the efficiency and effectiveness of the bank’s work in accordance with the internal audit charter and methodology.
 Supervising the implementation of internal audit operations in accordance with the approved audit plan, submitting reports and recommendations to senior management and following up on their implementation with the competent authorities (Audit Committee)
 Follow up on documentation of internal audit processes, compare them with best practices, and ensure that they meet objectives.
 Supervising the implementation of recommendations and directives resulting from internal audit operations or issued by competent regulatory authorities.
 Comprehensive audit and examination of all aspects of the facility’s activity (financial, administrative, and technical), studying periodic reports of sub-departments’ activity and comparing them with the drawn plans, verifying the levels of implementation of the specified goals, requesting the necessary clarifications of deviations, and giving an opinion regarding them.
 Continuous consultation and cooperation with the bank’s external auditor with the aim of reaching a clear vision of the bank’s situation and informing it of any specific matters and risks that could affect its work.
 Conduct inspection tours of all the bank’s facilities and operations and its branches and provide the necessary recommendations.
 Supervising the preparation of the report that is submitted to senior management and the audit committee with all the observations that appeared during the audit process, provided that the report is accurately written so that it does not carry more than one meaning and that the recommendations are applicable. Yes.
 


 
Warka Bank
Corporate Governance
 
 Supervising the preparation of periodic reports that are submitted to the authorized director, which explain the violations that may occur when they are detected and the weaknesses in the internal control procedures that are discovered through documentary review and which may cause losses. The bank’s finances if they occur.
 Supervising the auditing and approval of monthly and quarterly budgets.
 Supervising the work of the work team, including team leaders and internal audit employees, and contributing to raising their practical and operational efficiency through direct and indirect supervision and continuous guidance.
 Do what is necessary to preserve the bank’s funds and various assets and ensure the existence of sufficient means to protect them from loss, misuse or embezzlement.
 Continuous review of activities to ensure the effectiveness of accounting and administrative controls, accuracy of accounting operations, and adherence to the bank’s policies and procedures.
 Ensure that audit reports are approved.
 Ensure that all actions and behaviors are followed up, and then examined and reviewed by the relevant department.
 Ensuring the soundness of the bank’s implementation of the standards and provisions issued, and examining the extent of its commitment to those provisions in all its activities.
 Periodic evaluation of audit effectiveness.
 Supervising and following up on the preparation of quarterly reports for the Central Bank of Iraq.
 Evaluating the results of deviations from performance levels and established plans and policies.
 He works on developing programs to enhance continuous learning and develop and motivate employees to ensure better delivery of tasks.
 Supporting management and implementing any work assigned to it in the field of competence.
​

I was one of several who have/had Warka accounts. I sent them a nice note asking how I get access back to my accounts and funds.

Crossing my fingers but not holding much hope