Rowwad Foundation recognizes that the achievement of its long-term objectives and vision is contingent upon the establishment of a comprehensive and effective governance framework that enables the Foundation to manage its operations in a safe manner, safeguard its interests, and realize its aspirations. In doing so, it enhances its capacity to fulfil its role in supporting economic growth. Accordingly, Rowwad adheres to the following governance principles:
Principle I: Board Responsibilities
Electing a Board Chairperson and a Vice Chairperson, as required by the Foundation’s needs and its bylaws.
Representing the Foundation before regulatory authorities, other official entities, and all relevant stakeholders.
Defining the Foundation’s objectives and setting its overarching strategies and policies.
Approving the organizational structure and job descriptions for all positions within the Foundation, ensuring the achievement of its objectives.
Assuming full responsibility for the management of the Foundation through direct oversight of senior executive management functions and ensuring the periodic evaluation and continuous enhancement of related processes and controls.
Approving internal control and compliance frameworks and ensuring that executive management fully complies with their implementation.
Approving a comprehensive risk management framework, including risk appetite and risk statement, and ongoing monitoring of executive management adherence thereto.
Approving the Anti-Money Laundering and Countering the Financing of Terrorism (AML/CFT) policy.
Approving administrative and financial regulations, salary structures, and financial and administrative delegation of authority matrices, as well as any other key governing frameworks of the Foundation, and ensuring their periodic review and amendment to align with the Foundation’s strategic objectives.
Establishing Board committees to support the Board in the execution of its responsibilities.
Overseeing and monitoring the Foundation’s various activities, and ensuring full compliance with applicable laws, regulations, instructions, resolutions, and internal policies and bylaws.
Approving a comprehensive policy on disclosure and transparency.
Approving a formal policy and clearly defined procedures for the identification, disclosure, and management of conflicts of interest.
Appointing key executive management personnel and determining their remuneration and incentive structures, in accordance with the Board-approved employment and appointment policy.
Ensuring the review of related-party transactions, assessing their associated risks, and verifying their integrity, while exercising due diligence and adequate care to safeguard the institution’s assets, support their growth, and achieve its objectives.
Principle II: Board Members Qualifications and Composition
Board members shall possess the personal integrity and professional attributes necessary to appropriately represent the Foundation and to serve as exemplary role models for all employees.
Board members shall have relevant and commensurate professional experience aligned with the operations of specialized lending institutions.
Board shall, collectively, possess the requisite knowledge, competencies, and experience across all financing, developmental, and social activities associated with the operations of specialized lending institutions.
The Board shall possess the requisite capacity to understand the business environment, as well as the legal and regulatory frameworks within which the institution operates.
The Board shall possess the requisite capability to formulate policies, plans, and strategic directions.
The majority of Board members shall hold, as a minimum, a bachelor’s degree in disciplines related to economics or business administration.
A Board member shall not be less than twenty-five (25) years of age at the time of nomination for Board membership.
No person shall be eligible for Board membership unless the following conditions are satisfied:
The individual has not been convicted, pursuant to a final and conclusive judgment rendered by a competent court of law, of theft, fraud, embezzlement, forgery, defamation, bribery, breach of trust, any offence against honour or public morals, or any offence relating to money laundering, unless they have been legally rehabilitated.
The individual has not been responsible for causing the collapse of, or for incurring material losses to, any specialized lending institution, banking institution, or other financial institution.
The individual has not been declared bankrupt, nor adjudicated as insolvent or otherwise demonstrably unable to fulfil their financial obligations.
Principle III: Board Committees
Governance and Nomination Committee
Roles & Responsibilities
A Board committee established from among the members of the Board to strengthen the Board’s role in embedding governance principles, ethical conduct, and oversight of their effective implementation. Accordingly, the roles and responsibilities of the Committee shall be as follows:
- Ensuring the Foundation’s compliance with the implementation of this Manual and exercising continuous oversight over its application, including monitoring adherence to the Board Charter, committee mandates, executive management directives, and all employees of the institution.
- Overseeing the nomination and appointment process for new Board members, the General Manager, and their deputies and assistants, and approving succession planning arrangements.
- Overseeing the annual evaluation process of Board members and its committees.
- Establishing a comprehensive remuneration framework covering both the Board and executive management, submitting the same for Board approval, overseeing its implementation, and ensuring that the granting and disbursement of remuneration are carried out strictly in accordance with duly approved Board resolutions.
- Coordinating between the Board and executive management to ensure the implementation of this Manual and identifying and addressing any obstacles that may impede its effective implementation.
- Preparing a Code of Professional Conduct, submitting it to the Board for approval, and reviewing it whenever necessary.
- Ensuring the Foundation’s compliance with the Code and exercising continuous and ongoing oversight over its implementation, including monitoring compliance with the Board Charter, committee mandates, executive management, and all employees of the institution.
- Ensuring the dissemination and circulation of the Code to all employees, formally notifying them of the obligation to comply therewith, and clarifying the risks associated with non-compliance.
- Coordinating between the Board and executive management to ensure the implementation of the Palestinian Monetary Authority’s instructions, and identifying, assessing, and addressing any obstacles that may hinder their effective implementation.
- Ensuring the Foundation’s full compliance with the Palestinian Monetary Authority’s instructions and exercising continuous oversight thereof, including the preparation and submission of an annual report to the Board on the status of implementation.
- Contributing to the safeguarding of the Foundation’s reputation through the continuous monitoring of all matters that may give rise to reputational risk, whether arising from governance practices, professional conduct, or any other legal or regulatory considerations.
- Submitting recommendations to the Board regarding any proposed enhancements to Board performance and effectiveness, including the establishment of new committees or the expansion or enhancement of the mandates and authorities of existing committees.
- Monitoring the relationship between Board members and executive management and issuing appropriate recommendations to regulate such relationship and prevent any actual or potential conflicts of interest.
Assets and Liabilities Management Committee
Roles & Responsibilities
A committee established to provide strategic direction to executive management in relation to the management of the Foundation’s assets and liabilities.
- Monitoring and ensuring the procurement of prior approval from the Palestinian Monetary Authority in respect of any facilities, grants, or donations received by the Foundation, whether from domestic or foreign sources, and establishing appropriate guarantee and control mechanisms therefor.
- Formulating the high-level frameworks governing the Foundation’s credit policy, liquidity management policy, borrowing policy, and acceptance of grants and donations, and submitting the same, together with recommendations, to the Board for approval.
- Monitoring the Foundation’s borrowing activities and submitting related recommendations to the Board for approval.
- Reviewing any new financing instruments, funding structures, or sources of capital, and submitting recommendations thereon to the Board.
- Monitoring the Foundation’s foreign currency positions and exposures and establishing and maintaining approved exposure limits.
- Overseeing the pricing of financial products to ensure alignment with the Foundation’s strategic objectives and the achievement of sustainable competitive advantage.
- Monitoring foreign currency positions in accordance with applicable regulatory requirements and the Foundation’s approved risk limits and risk appetite.
Social Performance Monitoring Committee
Roles & Responsibilities
A committee established to oversee the Foundation’s social performance and to ensure its full alignment with the mission, objectives, and guiding social values, as well as the principles governing the specialized lending sector.
- Formulating the Foundation’s Social Performance Policy and related performance indicators and submitting the same to the Board for approval.
- Monitoring and evaluating the Foundation’s performance to ensure consistent alignment with its mission and social objectives across all directions and operational activities.
- Reviewing and providing observations on all new programs introduced by the Foundation to ensure their embedded social impact dimension is adequately addressed.
- Contributing to the assessment of credit product pricing within the Foundation to ensure the appropriate integration of the social dimension.
- Submitting an annual report to the Board on the Committee’s assessment of the Foundation’s social performance, together with relevant findings and recommendations.
Audit and Risk Committee
Roles & Responsibilities
The role of the Committee is to reinforce and support the Board’s supervisory and oversight functions through the reports and recommendations it submits to the Board, based on its review and discharge of the following responsibilities:
a. Internal Audit
- Appointing and evaluating the personnel of the Internal Audit Department, and determining their remuneration, benefits, and incentives.
- Ensuring that all of the Foundation’s operations are subject to internal audit coverage, including the activities of the Risk Management Department.
- Establishing appropriate mechanisms for accountability of the Internal Audit Department personnel, ensuring the effective performance of their assigned duties and responsibilities.
- Reviewing the internal control and risk management framework and assessing its effectiveness in safeguarding the Foundation’s resources and ensuring their efficient and prudent utilization and submitting relevant recommendations thereon.
- Exercising direct oversight over the internal audit function, including monitoring and evaluating its performance, and assessing its adequacy, sufficiency, professionalism, effectiveness, and independence.
- Approving and reviewing the annual internal audit plans and programmes, defining the scope of internal audit activities, and determining the requisite actions to be taken in relation to internal audit findings and recommendations.
- Reviewing and approving the Internal Audit Department’s policies and procedures manual.
- Ensuring that no impediments, constraints, or limitations are imposed on the Internal Audit function, and verifying the availability of adequate resources for the execution of approved annual audit plans, as well as ensuring that all necessary facilitation is provided to enable the effective and independent discharge of its duties.
- Approving the Internal Audit Department’s budget.
- Reviewing and evaluating internal audit reports, considering audit findings and recommendations, and ensuring that appropriate corrective and remedial actions are duly implemented to address identified observations.
- Approving the training plan of the Internal Audit Department, as well as any other capacity-building and professional development plans related thereto.
- Reviewing and resolving matters pertaining to the approval and implementation of recommendations submitted by the Internal Audit Department.
- Holding periodic and ad hoc meetings with the Head of the Internal Audit Department to discuss observations and recommendations contained in final reports submitted to the Committee, and taking the necessary resolutions and decisions required for the implementation thereof.
- Promoting and ensuring effective cooperation and coordination between the internal and external auditors.
- The Committee may, at its discretion, engage any suitably qualified external specialized party to evaluate and review the internal audit function, and to conduct a quality assurance assessment of the Internal Audit Department, in order to ensure that it performs its duties in a professional, effective, and distinguished manner in accordance with internationally recognized professional standards. The Committee shall take all necessary measures to ensure the implementation of any resulting findings and recommendations.
- The Committee may recommend to the Board the outsourcing of the internal audit function to an external party, as deemed necessary, in cases where the institution lacks sufficient internal capacity to perform such function, and subject to the prior approval of the Palestinian Monetary Authority.
B. External Audit
- Overseeing the selection, appointment, and engagement of the external auditor, and recommending to the Board its appointment for approval in accordance with the agreed terms and conditions, including professional fees; as well as reviewing and approving the engagement letter and contractual terms prior to the commencement of the audit engagement.
- Overseeing the work of the external auditor and the issuance of periodic financial statements.
- Determining the scope of the audit engagement and ensuring its full, comprehensive, and risk-based coverage of all activities of the institution.
- Ensuring at all times the independence of the external auditor is fully preserved, and that no impediments, constraints, or obstacles exist that may hinder the proper discharge of its duties, while ensuring the provision of all necessary access, facilitation, and support required for the effective performance of its mandate; and conducting an annual assessment of the external auditor’s independence.
- Reviewing the interim and annual financial statements prior to their issuance, assessing the appropriateness of the accounting policies and practices applied, and proposing any necessary amendments thereto.
- Reviewing observations raised in external audit reports and ensuring that executive management takes appropriate corrective actions to address such findings.
- Evaluating the performance of the external auditor at year-end and submitting relevant recommendations to the Board.
- Recommending the appointment of external auditors, as deemed appropriate, to perform special assignments in accordance with specific requirements, independently of the annual audit engagement.
- Ensuring the rotation of the external auditor or the engagement partner at least once every five (5) years.
C. Risk Assessment and Management
- Formulating the Foundation’s risk appetite statement and overall risk profile.
- Contributing to the formulation and design of the risk management policy framework.
- Reviewing risk management reports.
- Monitoring the evolution of the Foundation’s enterprise-wide risk management framework to ensure its continued alignment with approved risk levels.
- Reviewing and approving the Business Continuity Plan.
- Monitoring and continuously enhancing the Foundation’s risk management performance.
- Overseeing risk assessment activities and ensuring their effectiveness in identifying material internal and external risks, measuring their potential impact, and mitigating such risks, as well as issuing appropriate recommendations to address or reduce their exposure.
- Reviewing risk assessment reports and ensuring the effectiveness of the risk management and internal control systems established by executive management to address such risks or mitigate their consequences and issuing appropriate recommendations for risk management enhancement.
- Assessing compliance with internal policies and procedures, as well as adherence to all applicable laws, regulations, and directives.
- Recommending to the Board the outsourcing of risk assessment and risk management functions to an external party, as deemed necessary, and taking all necessary measures to ensure the implementation of any resulting recommendations.
D. Other Functions
- Reviewing observations and findings contained in reports issued by competent regulatory authorities relating to the Foundation’s performance, ensuring that the necessary corrective and remedial actions are duly taken, submitting appropriate recommendations to the Board in respect thereof, and verifying their proper implementation.
- Considering any matters referred to it by the Board and submitting such recommendations thereon as it deems appropriate
