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GENERAL GUIDELINES FOR THE CORPORATE GOVERNANCE OF BANKS IN THE ARAB REGION
GENERAL GUIDELINES
FOR THE CORPORATE GOVERNANCE OF BANKS
IN THE ARAB REGION


Table of Contents:
- Foreword
- The Expert Corporate Governance Committee Assigned by the Union of Arab Banks
- Contributors
- The Guidelines
- Main Reference Documents and Bibliography


The Guidelines

I. Approach and Commitment to Corporate Governance.
Guideline 1: The Bank should have a genuine demonstrated commitment to corporate governance.

II. Related Party Transactions.
Guideline 2: Situations of conflict of interests should be appropriately controlled.

III. The Board
Guideline 3: The Bank should have a clearly defined corporate objective.
Guideline 4: Board Members’ duties should be clearly defined, disclosed and fully discharged.
Guideline 5: Board’s responsibilities may not be delegated.
Guideline 6: The Board should have the appropriate composition and structure with a balance and separation of powers between executive and non-executive functions.
Guideline 7: The Board should constitute the appropriate Board committees and ensure their proper functioning.
Guideline 8: The Board should establish an Audit Committee
Guideline 9: The Board should consider establishing other committees.
Guideline 10: Remuneration of directors and managers should comply with sound corporate governance principles.

IV. Risk Management, Control and Audit Mechanisms
Guideline 11: Sound risk management should be in place.
Guideline 12: Effective internal audit and compliance functions should be in place.
Guideline 13: Sound internal control functions should be adopted and implemented throughout the Bank.
Guideline 14: The Bank’s activities should be audited by qualified external auditors.

V. Transparency and Disclosure
Guideline 15: The Bank should adopt appropriate transparency and disclosure mechanisms and culture.

VI. Rights of Shareholders and Other Stakeholders
Guideline 16: Basic shareholders’ rights should be protected.
Guideline 17: Shareholders should be treated equally.
Guideline 18: Rights of minority shareholders should be protected.
Guideline 19: Other stakeholders’ rights should be taken into account.


FOREWORD

The Union of Arab Banks (the “Union”) in fulfillment of its mission as the leading Arab financial and banking organization working for ensuring soundness and professionalism of the Arab banking and financial industry; as part of its commitment to its members and to the development of the Arab banking sector and the continuous improvement of its standards and professionalism; having been a pioneer in recognizing the key role of corporate governance in promoting sound and sustainable banking for several years; and based on the resolution of its General Assembly on 17/5/2007 , the Union formed a special Arab experts group in collaboration with the Lebanon Corporate Governance Taskforce (an initiative of the Lebanese Transparency Association; Transparency International, Lebanese Chapter) in order to develop general guidelines for Arab banks to promote the banks’ corporate governance policies and practices.

Because of the unique characteristics and features of the banking industry in general and the functioning of financial organizations in particular, corporate governance of banks differs from governance of other companies. On the one hand, banks are accountable for public savings and deposits that ought to be managed properly and effectively. On the other hand, banks provide finance for large businesses and small and medium-sized enterprises, basic financial services to a broad segment of the population and access to payment systems. All such activities share a common denominator: risk exposure through time. Accordingly, banks need to be managed appropriately while affording risk management particular attention, for the financial distress or bad governance of a bank can expose not only the bank itself but also national economy to severe financial troubles by application of the systemic risk. Corporate governance principles of financial organizations should provide practical guidance that is adapted to the specificities of the banking and financial industry. In addition, just like all other companies, banks are also intended to be profit generating to their shareholders.

The bank’s corporate governance has been proven to enhance bank viability, affect the bank’s valuation, its cost of capital, its risk-taking behavior and the bank’s performance. Conversely, poorly governed banks present higher risks of collapse. In addition, weak governance of banks has negative impacts throughout the economy with negative ramifications for economic development. Well governed banks not only contribute to monetary and financial stability, but they also are more likely to allocate capital efficiently and generate higher returns.

This has led the Basel Committee on Banking Supervision to develop a set of Principles for Enhancing Corporate Governance for Banking Organizations (2006), drawing from the OECD Principles of Corporate Governance. The present guidelines (hereinafter the “Guidelines”) draw from the aforementioned documents as well as other references, research and publications, and takes into account the Arab banking sector reality notably as reflected in the Union’s recent survey (2006). While acknowledging that corporate governance practices might be affected in different ways by the specific laws and regulations applicable in the various Arab countries, these Guidelines do offer a general framework for Arab banks that may be adapted to the banks’ respective legal environment.

The Guidelines are intended to provide Arab banks with guidance on general corporate governance principles and practices to which these banks should be committed as part of a sound banking practice. The Guidelines are not intended as an additional set of rules or requirements. On the contrary, the Guidelines are provided for the benefit of Arab banks in order to assist them in enhancing, improving and implementing corporate governance best practices whether or not such practices are legally required by relevant local laws and regulations.


The Corporate Governance Expert Committee
Assigned by the Union of Arab Banks

Chaired by:
Dr Shaker and Mr. Zovighian

With the membership of:
List the members of the committee as appointed by UAB in alphabetical order.

The Drafting Team:
List the drafting team in alphabetical order


The Corporate Governance Expert Committee would also like to thank the following persons for their contribution:
List contributors from outside the committee by alphabetical order
….
….



CONTRIBUTORS



DEFINITIONS


Whenever used in these Guidelines, the following terms shall have the following meaning:

- “Guidelines” refer to these guidelines for the corporate governance of banks in the Middle-East.

- “Bank” refers to each of the banks, to whom these Guidelines are addressed.

- “Board of Directors” or “Board” refers to the board of directors of a Bank.

THE GUIDELINES

I. Approach and Commitment to Corporate Governance

Guideline 1: The Bank should have a genuine demonstrated commitment to corporate governance.

1.1 The Board should ensure that the Bank has a demonstrated corporate governance culture, commitment and behaviour throughout the banking organization. In addition, the Board should ensure that the Bank has an actual corporate governance framework. The Board is highly encouraged to design and implement special training programs on corporate governance at all levels of the Bank starting from the Board itself.

1.2 The Board should ensure that the Bank adopt a Code of Corporate Governance and a Code of Ethics (the “Codes”) setting forth the Bank’s corporate governance framework and the Bank’s corporate values. The Codes should be periodically reviewed so as to ensure compliance with the evolution of best practices as well as the needs of the bank.

1.3 The Board should make the Codes available to shareholders, stakeholders and the public.

1.4 The Bank should publicly report its compliance with the Codes on an annual basis.

1.5 The Board should ensure that the Bank maintains a high degree of integrity in its operations and that the Codes are applied demonstrably throughout the banking organization.

1.6 The Board should at least ensure that senior management identify, prohibit and correct situations that negatively affect the quality of corporate governance.

1.7 The Board should constantly review and assess whether the bank’s approach to corporate governance achieves its objectives. The Board should make the necessary changes to ensure effectiveness of its overall approach to corporate governance.

II. Related Party Transactions
Guideline 2: Situations of conflict of interests should be appropriately controlled.
2. The Board should ensure that situations of conflicts of interests and insider dealing are clearly defined and controlled as part of the bank’s policies. These policies should include, among others, rules and procedures for related-party transactions (including lending and share trading) between the Bank and its employees or directors or their companies, or other related parties . These transactions should be made at market rates and on arm’s length basis and should not involve terms that are contrary to the interest of the bank. The directors or shareholders involved in such a transaction should not participate in discussions on it, and they should abstain from voting.


III. The Board

Guideline 3: The Bank should have a clearly defined corporate objective.
3. The Board should set a clearly defined corporate objective, taking into account the interests of shareholders, depositors and other stakeholders.

Guideline 4: Board Members’ duties should be clearly defined, disclosed and fully discharged.

4.1 Board Members should be cognizant of the fact that Board duties in general, including corporate governance commitment in particular, are discharged individually and collectively. Board members are collectively and individually responsible for discharging the Board’s acts, duties and decisions. Accordingly, each of these guidelines should be read both as guidelines to the “collective board action” as well as guidelines to board members’ individual acts and actions.

4.2 Boards should adopt a "charter" that includes and describes responsibilities of Board members and management and determines high standards of professional conduct. This charter should be published and communicated to (or at least made readily available to) shareholders and other stakeholders .

4.3 Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interests of the Bank and all the shareholders, while taking into account the interests of all stakeholders. Also, Board members should be able to commit themselves effectively to their responsibilities.

4.4 The Board should have a formal schedule of matters specifically reserved to it for decision to ensure that the direction and control of the Bank is firmly in its hands.

4.5 Board members should have adequate knowledge and understanding of the conduct of the bank's business and the Board members role. They should also have adequate collective knowledge of each of the types of material financial activities the bank intends to pursue and a basic knowledge of laws, regulations and generally accepted customs and practices governing the banking business. It is the Board members' duty to acquire the necessary knowledge and skills necessary to effectively perform their functions, understand the bank's operational structure (the "know-your-structure" principle) and exercise "sound judgement about the affairs of the bank". The Board is highly encouraged to ensure the conduct of formal training of Board members.

4.6 The Board should be responsible for ensuring the Bank’s protection from illegal, abusive or inappropriate action and practices.

4.7 The Board should have overall responsibility for the operations and the financial soundness of the Bank. In particular the Board must be able to understand and analyze the Bank’s risk profile and ensure that capital levels adequately reflect such risk.

4.8 The Board should be responsible for ensuring the Bank’s protection from illegal, abusive or inappropriate action and practices.

4.9 The Board should approve and oversee the Bank’s strategic objectives, corporate values, significant policies, risk appetite. The Board should ensure that these are communicated throughout the banking organization.

4.10 The Board should set and enforce clear lines of responsibility and accountability throughout the organization.

4.11 The Board should be effective in exercising control over the Bank and monitoring the executive management. The Board should be responsible for ensuring that competent management is appointed and that senior management in turn exercise appropriate control over the bank operations.

Guideline 5: Board’s responsibilities may not be delegated.
5. The Board may delegate authority but the Board cannot delegate any of its ultimate responsibilities.


Guideline 6: The Board should have the appropriate composition and structure with a balance and separation of powers between executive and non-executive functions.
6.1 The Board should ensure a formal and transparent Board nomination and election process. All directors should be submitted for re-election at regular intervals.
6.2 Board members should be qualified for their positions, fulfill pre-defined fit and proper requirements, have a clear understanding of their role in corporate governance and be able to exercise sound judgment about the affairs of the Bank.
6.3 Boards are encouraged to implement programs of on-going education for board members in order to better enable them to fulfill their responsibilities.

6.4 The Board should include a balance of executive and non-executive members. A critical number of non-executive directors should be independent. In addition to their independence, independent board members should be selected in view of the insight and value they add to the board and the Bank in general.

6.5 There should be a clearly accepted division of responsibilities at the head of the Bank between the running of the Board and the executive responsibility for the running of the Bank’s business. No one individual should have unfettered decision making powers. In particular, the roles of chairman of the Board and chief executive officer should not be exercised by the same individual.

6.6 Banks should appoint Board secretaries: in addition to the arrangement of Board meetings and the taking of minutes of Board meetings, the responsibilities of a Board secretary include the duty to make sure that Board procedures are followed, and that information concerning the Bank is properly conveyed between Board members, the members of the Board committees, and the management.

6.7 Banks should consider bringing in an independent competent advisor to attend Board meetings, whenever deemed necessary in light of the addressed topic, without participating in the voting process.

Guideline 7: The Board should constitute the appropriate Board committees and ensure their proper functioning.

7.1 Banks should seriously consider having recourse to Board committees. Members of Board committees should be skilled people, with matching competences to the mandates of the respective committees.

7.2 The committees’ mandates, composition and working procedures should be well-defined in clear terms of reference documents that should be disclosed to shareholders, stakeholders and the public.

Guideline 8: The Board should establish an Audit Committee
8.1 The Board should establish an audit committee comprised only of independent non-executive directors with written terms of reference defining clearly its authority and duties. The committee’s role is to act on behalf of the Board and oversee all material aspects of the Bank’s financial reporting, control and audit functions, except those specifically related to the responsibilities of another standing committee of the Board. The audit committee’s role should particularly focus on:

(i) The qualitative aspects of financial reporting to shareholders & regulators;

(ii) The Bank’s processes for the management of banking/financial risks in coordination with the risk management committee;

(iii) The adequacy of internal controls;

(iv) The compliance with significant applicable legal, ethical and regulatory requirements.

8.2 The audit committee’s role also includes coordination with other Board committees and maintenance of strong, positive working relationships with management, external and internal auditors, counsel and other committee advisors.

8.3 The mandate of the audit committee should include the authority of recommending to the Board the appointment or the removal, the remuneration, and other contractual terms of the external auditors, particularly for non audit work.


Guideline 9: The Board should consider establishing other committees
9. In addition to the audit committee, sizeable and/or listed banks should seriously consider the advantages of establishing the following committees:

 Appointments committee: the appointments committee should be responsible for suggesting all Board appointments, duly considering candidates’ abilities and qualifications and, for re-nominations, assessing the attendance, the quality and extent of directors’ participation in Board meetings.

 Corporate governance committee: The corporate governance committee makes recommendations for the adoption of a code of corporate governance and monitors compliance therewith.

 Risk management committee: the risk management committee reviews and approves on a regular basis the strategies and policies of the Bank pertaining to risk management.

 Remuneration committee: the remuneration committee advises the Board in respect of the remuneration of directors and senior management.


Guideline 10: Remuneration of directors and managers should be disclosed and comply with sound corporate governance principles.
10.1 The Board should ensure that remuneration policies and practices are consistent with the Bank’s corporate culture, long-term objectives and strategy, and control environment.

10.2 Board member and manager remuneration should be subject to the recommendation of a remuneration committee made up wholly or mainly of independent non-executive director.
10.3 The Board should align key executive and Board remuneration with the longer term interests of the bank and its shareholders.

10.4 Board and senior management remuneration should be disclosed (to the public if the bank is listed and at least to shareholders if the bank is not listed).

IV. Risk Management, Control and Audit Mechanisms

Guideline 11: Sound risk management should be in place.

11.1 Boards and senior management should understand the risk profile of the Bank and ensure that capital levels adequately reflect such risk.
11.2 The Board should ensure that adequate information systems are in place enabling the Board to appropriately analyze the Bank’s exposures. The Board and senior management should further effectively utilize the work conducted by the internal audit function, external auditors and internal control functions.
11.3 The Board should ensure that risk control functions are clearly segregated from risk-taking functions.
11.4 Banks should operate within sound, well-defined credit-granting criteria that include a clear indication of the bank’s target market and an understanding of the borrower or counterparty, the purpose and structure of the credit, its source of repayment, the overall credit limits at the level of individual borrowers and counterparties, both in the banking and trading book, and on-and-off the balance sheet. Banks should establish a clear process for approving new credits as well as the amendment, renewal and refinancing of existing credits; such credits must be made on arm’s length basis. In particular, credits to related companies and individuals must be authorized on an exceptional basis and monitored with particular care. Banks must ensure that the credit-granting function is being properly managed and that credit exposures are within levels consistent with prudential standards and internal limits.

11.5 Banks should implement market risk measurement, monitoring, and control functions with clearly defined duties that are sufficiently independent from market risk position-taking functions.

11.6 The Board should be aware of the major aspects of the Bank’s operational risk and should promote an operational risk management framework to be implemented by senior management throughout the whole banking organization. Senior management should also have responsibility for developing policies, processes and procedures for managing operational risk in all of the Bank’s material products, activities, processes and systems and should put in place contingency and business continuity plans to ensure their ability to operate on an ongoing basis and limit losses in the event of severe business disruption.

11.7 The Board and senior management should establish effective management oversight over the risk associated with e-banking activities, including the establishment of specific accountability, policies and controls to manage these risks.
11.8 The Board should set and periodically review the strategies and policies related to risk management to address any new or previously uncontrolled risks, setting acceptable levels for banking risks.
11.9 The Board should ensure that the Bank’s risk management process is comprehensive and addresses all material risk including notably credit risk; interest rate risk; operational risk; country and transfer risks; market risks; liquidity; problem assets; provisions and reserves; large exposure limits; and exposures to related parties.

Guideline 12: Sound internal control functions should be adopted and implemented throughout the Bank.

12.1 Banks should establish and enforce an effective system of internal control that is consistent with the nature, complexity and risk of their on-and-off balance sheet activities. This will ensure that exceptions to strategies, policies, procedures and limits approved by the Board and imposed by banking supervisors are reported on a timely manner from the personnel to the appropriate level of management for early remedial action. The system shall include: a detailed organizational chart, top level reviews, appropriate activity controls for different departments or divisions; physical controls; periodic checking for compliance with exposure limits; a system of approvals and authorizations; a system of verification and reconciliation, and; continuous training for staff in charge of the internal control functions.
12.2 The control structure should promote adequate segregation of duties to identify and minimize areas of potential conflicts of interests. Further, the internal control process should not aim only to reduce instances of fraud, misappropriation and errors; it should be more embracing, addressing different risks by banking organizations.
12.3 Internal control processes should include effective and independent risk assessment, compliance and internal audit functions (in addition to external audit), all reporting to the Board directly or through one of the Board’s committees comprising a majority of independent non-executive directors. The Bank’s internal control should also ensure that all related-party transactions are handled in accordance with the adopted policy .

12.4 Depending on the nature and size of the Bank’s existing and prospective business, the Board should identify the types and significance of the Bank’s current and potential risks that need to be controlled and managed individually and in the aggregate.

12.5 The Board should ensure that all personnel within the bank understand the importance of internal control and are actively engaged in the process. The Board is encouraged to design and implement special training programs on corporate governance and internal control policies.


Guideline 13: Effective internal audit and compliance functions should be in place.
13.1 The Board should ensure that the internal control policies and procedures are adhered to throughout the Bank and that management take timely corrective action when compliance failures are identified.

13.2 The Board should ensure that an effective internal audit of the internal control system carried out by appropriately trained and competent staff reporting directly to the Board or its audit committee, and to senior management.

13.3 The Board should ensure that the internal audit function is independent and has access to all activities conducted by the banking organization. Internal Audit should be independent from the day-to-day functioning and its independence should be reinforced for example by having the Board (rather than managers audited by the said function) determine compensation of the internal audit function.


Guideline 14: The Bank’s activities should be audited by qualified external auditors.

14.1 An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the Board and shareholders that the financial statements fairly represent the financial position and performance of the Bank in all material respects.

14.2 Banks should, at a minimum, require the regular rotation of the principal partner in charge of the external audit.

14.3 External auditors should be forbidden from rendering non audit-related services to the Bank.

V. Transparency and Disclosure

Guideline 15: The Bank should adopt appropriate transparency and disclosure mechanisms and culture.

15.1 Financial Performance

Both market participants and supervisors should be given proper and timely access to sufficient information in connection with the financial performance of the Bank. This includes basic quantitative indicators such as breakdowns of income and expenses; management’s discussion and analysis of financial performance; significant accounting policies on which financial reporting is based; business and geographical segment diversification; nature and amount of assets; liabilities; commitments; contingent liabilities and shareholder’s funds and; the provisions and allowances for losses. The annual report of the Bank’s external auditors should also be disclosed. Financial information should be prepared and disclosed in accordance with high-quality standards of accounting and financial and non financial disclosure.

15.2 Risk Exposure

Disclosed information must include the limits and periodic reviews of risk exposures, including strategies for monitoring and managing risks and the effectiveness of those strategies, and of the internal control system.

15.3 Corporate Governance Disclosure

Banks should release to market participants and supervisors information on their objectives, basic organizational and governance structure and their ability to respond to changes in the marketplace. This includes information about: the Bank’s legal structure; the Board structure and its responsibilities; the senior management structure, their reporting duties, their qualifications and experience; the incentives structures including the remuneration policies for executives and the staff, the role of the Board in setting compensation; compensation amounts; the transactional structure and the nature and extent of transactions with affiliates and related parties. This should include reporting on compliance with good corporate governance practices and codes

V. Rights of Shareholders and Other Stakeholders

Guideline 16: Basic shareholders’ rights should be protected.

16. The Bank’s corporate documents, in conjunction with the legal framework, should provide adequate protection for, and facilitate the exercise of, shareholders’ rights, including (i) the right to secure methods of ownership registration, (ii) the right to convey or transfer shares, (iii) the right to obtain relevant and material information concerning the Bank on a timely and regular basis (iv) the right to participate and vote in general shareholder meetings, (v) the right to be informed of the rules, including voting procedures that govern general shareholder meetings, (vi) the right to be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be discussed and to be decided at the meeting, (vii) the right to ask questions to the Board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to certain limitations, (viii) the right to vote in person or in absentia, and, (ix) the right to share in the profits of the Bank.

Guideline 17: Shareholders should be treated equally

17. All shareholders of the same class should be treated equally. Within any class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all classes of shares. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected.

Guideline 18: Rights of minority shareholders should be protected.

18.1 The Bank’s charter or by-laws should provide for sufficient forms of preventive measures aimed at protecting minority shareholders. These measures should include at a minimum:

 qualified quorum and majority requirements for decisions involving amendment to the by-laws, increase of capital or issuance of convertible bonds, decrease of capital, amendment to the Bank’s object or legal form, the Bank’s liquidation, as well as mergers and acquisitions.

 affording all shareholders equal rights to subscribe to any capital increase, prorated to their percentage shareholding at the time of such increase, thus avoiding the dilution of their share.

 granting shareholders representing a specific minority of the share capital, the right to (i) cause the Bank’s auditors or the Board to convene a meeting of the shareholders on a specified issue and (ii) add one or more items to the agenda of a scheduled meeting of the shareholders.

 granting shareholders representing a specific minority of the Bank’s share capital the right to request the appointment of an expert to verify specific matters or issues concerning the Bank’s activities.

 recognition of alternative voting mechanisms in respect of the appointment of Board members, such as “cumulative voting”, with a view to ensure fair representation of the shareholders at Board level.

18.2 Capital structures and arrangements which enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.

18.3 The Board should ensure that the Bank maintains a high degree of integrity in its operations. The Board should adopt policies, rules and procedures addressing related-party transactions between the Bank and its employees or directors or their companies, or other related parties, including lending and share trading.


Guideline 19: Other stakeholders’ rights should be taken into account.

19.1 The rights of the stakeholders that are established by law or through mutual agreements are to be respected.

19.2 The rights of depositors and creditors should be preserved and accounted for as part of the Bank’s corporate objective.

19.3 Performance enhancing-mechanisms for employees should be permitted to develop, provided they are aligned with the Bank’s long term interests.

19.4 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.

19.5 Stakeholders, including individual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the Board and their rights should not be compromised for doing this.



MAIN REFERENCE DOCUMENTS AND BIBLIOGRAPHY

- “Principles for Enhancing Corporate Governance for Banking Organizations” (2006), Basel Committee on Banking Supervision, BIS.

- “Framework for Internal Control Systems in Banking Organizations” (1998), Basel Committee on Banking Supervision, BIS.

- “Introduction to Compliance and Compliance Functions in Banks” (2005), Basel Committee on Banking Supervision BIS.

- “Core Principles for Effective Banking Supervision” (October 2006), Basel Committee on Banking Supervision, BIS.

- “Core Principles Methodology” (October 2006), Basel Committee on Banking Supervision, BIS.

- The OECD principles of corporate governance, 2004.

- “Corporate Governance Survey in the Arab Banking Sector”, Union of Arab Banks, January 2007

- “Corporate Governance of Banks: The Current State of the Debate”, by Andrea Polo, Munich Personal RePEc Archive, Paper No 2325, posted 19 March 2007 downloaded from www.mpra.ub-muenchen.de/2325/.

- “The Corporate Governance of Banks: A Concise Discussion of Concepts and Evidence”, by Ross Levine. World Bank Policy Research Working Paper 3404, September 2004.

- “Corporate Governance of Banks in Developing Economies: Concepts and Issues”, by T.G. Arun and J.D. Turner downloaded from www.unpan.org (official website of the United Nations Online Network in Public Administration and Finance).

- “The Corporate Governance of Banks”, by Jonathan R. Macey and Maureen O’Hara, FRBNY Economic Policy Review, April 2003.

- “Corporate Governance et banque: les banques se gouvernent-elles comme d’autres entreprises?”, C. Noyer, Gouverneur de la Banque de France, 10 octobre 2005.

- “Strengthening Corporate Governance in Arab Banks” (working paper), Union of Arab Banks, General Secretariat, January 2007.

- “Lebanese Banking Sector Corporate Governance Survey”, Ernst & Young, July 2006.

- “A review of the Legal and Regulatory Framework Pertaining to the Corporate Governance of Banks in Lebanon”, Alem & Associates and Etude Badri & Salim El Meouchi, July 2006

- “The Lebanese Code of Corporate Governance”, Lebanese Transparency Association and Lebanon Corporate Governance Task Force, co-authored by Nada Abdelsater-Abusamra and Norman D. Bishara.