Internal Governance & Board of Directors
Ownership and Governing Body
JoPACC is a private shareholding company owned by the Central Bank of Jordan, with a share of 45%, and all commercial banks in the country, currently 22 banks, holding different numbers of shares based on their contribution to JoPACC’s capital.
JoPACC's Articles of Association set out JoPACC's shareholders and corporate governance arrangements. As such, JoPACC's Articles of Association stipulate that JoPACC's Board of Directors (BoD) comprises even Directors with a minimum of three independent Directors (Independent Directors are representatives of shareholders with a share of less than 5%). Two dependent Directors are appointed by the Central Bank of Jordan (CBJ) as long as the CBJ remains a shareholder. The other independent Directors are elected by the General Assembly every three years. Each Director receives one vote, irrespective of the shares owned by their institution. The Chairperson of the BoD must be one of the Directors representing the CBJ, and the BoD elects a Vice-Chairperson. JoPACC's Articles of Association introduce the BoD's authorities in directing the company and representing it and conducting any business to ensure the continuity of its operations and the achievement of its objectives.
The BoD must regularly present the company's externally audited financial statements periodically to the General Assembly.
The General Assembly is comprised of all of JoPACC's shareholders. JoPACC's Articles of Association govern the frequency and type of meetings of the General Assembly and the topics and issues that can be presented to the General Assembly. JoPACC's General Assembly must endorse its financial statements and any changes to JoPACC's Articles of Association and/or company objectives, elect its Board of Directors, and appoint its External Auditor. Each member of the General Assembly has one vote, whereby shareholder votes are equal and not based on the number of shares owned.
Responsibility, Accountability, and role of the Board of Directors, its committees, and its Executive Management
JoPACC has a clearly defined and articulated Responsibilities and Accountabilities (R&A) Matrix, detailing the responsibility and accountability held by each of its BoD and the Executive Management. JoPACC's R&A Matrix recognizes three areas of responsibilities and authorities: strategic, financial and administrative, and human resources. It separates the recommendation, approval, and endorsement of activities between the Executive Management, the BoD, and the General Assembly.
Board-level committees assist the BoD in carrying out its oversight functions over the operations of the company. Each of the committees is comprised of 3 Directors. At least one of the Directors must be an independent Director, and the president of the committee must be an independent Director.
The committees cover the following topics:
The aim of this function is to assist the BoD in its internal oversight function, more specifically:
- Executing the internal audit function and evaluating its independence and effectiveness
- Maintaining the trustworthiness of JoPACC's financial statements
- Evaluating the external audit function and ensuring its effectiveness
This function aims to assist the BoD in monitoring and overseeing the risk management policies, processes, and practices at JoPACC while setting and monitoring JoPACC's risk appetite.
This function aims to assist the BoD in monitoring and overseeing compliance to laws, regulations, and internal policies.
Nomination and Remuneration:
The Nomination and Remuneration function's main objectives are:
- To assess the effectiveness and efficiency of the BoD and the Executive Management
- Ensure that the appointment of Directors and the Executive Managers is compliant with the company's policies
- Evaluate the skills and competencies required for the BoD and the Executive Management and ensure the fulfillment of those requirements
Managing Conflicts of Interest
As part of their commitment towards JoPACC, Directors are expected to declare and avoid any conflicts of interest when occupying their capacity on JoPACC's BoD. The presence of the CBJ on the BoD also mitigates any conflicts of interest, as the CBJ prioritizes the public policy objectives of safety, efficiency, financial inclusion, collaboration amongst institutions, and overall interoperability over the interests of individual institutions. Finally, the BoD is elected by all shareholders, representing Jordan's banking sector, on the premise that they act in the best interest of JoPACC and the overall sector.
Qualifications of Board of Directors
In order for internal governance to reach its true potential, the BoD must possess a diverse set of skills and competencies. This includes knowledge of technology, strategy, business, operations, and regulations. JoPACC's BoD is elected from a pool of senior experts in the financial sector; the Chief Executive Officers of commercial banks in Jordan. JoPACC's nominations and remuneration committee is entrusted with ensuring the organization's diversity of skills and competencies.