Purpose & Ethical Principles
At Payment International Enterprise B.S.C. (Closed) (PIE), we are committed to the highest standards of ethical conduct, transparency, accountability, and regulatory compliance. At PIE, corporate governance is not merely a framework — it is a strategic enabler of responsible decision-making, risk management, and sustainable value creation for shareholders and stakeholders.

The Governance Structure

• The Board of Directors, independently led by the Chairman, is the governing body that provides strategic oversight, upholds ethical leadership, and ensures the Company’s performance aligns with shareholder interests, while independently overseeing risk, internal controls, and ethical conduct;
•  The Board Committee for Audit, Risk, and Compliance (ARC), which supports the Board in fulfilling its oversight responsibilities; and
• Executive Management, responsible for implementing Board-approved strategies and managing day-to-day operations.

Roles and Responsibilities
Aligned with CBB regulations and best practice, our governance framework includes:

• A Board Charter outlining roles, responsibilities, and powers — reviewed periodically for continued relevance.
• A clear division of roles between the Board, the Chairman, and executive management to ensure balance and prevent conflicts.
• Independent directors constitute at least one-third of the Board.
• The Board meets at least four times annually, with members required to maintain a minimum attendance rate of 75%. At least half of these meetings are held in the Kingdom of Bahrain.
• Directors undergo formal induction and annual reviews for independence and conflicts of interest.
• Executive management is subject to annual performance evaluations, including succession planning for key roles.

Risk, Compliance & Internal Audit

• PIE maintains comprehensive risk management and internal control systems to ensure financial, operational, and reputational integrity.
• The Compliance and Internal Audit functions operate independently and report directly to the ARC Committee.
• Risk assessments and mitigation plans are reviewed regularly by the Board to align with the Company’s risk appetite.

Core Principles of Governance
Our Code of Business Conduct governs behavior at all levels and is anchored in the following principles:

1. Fairness – Equal treatment of all stakeholders including customers, staff, and minority shareholders.
2.  Transparency – Timely and accurate disclosure of financial, operational, and governance-related information.
3. Accountability – Clear oversight of strategic decisions, performance monitoring, and policy enforcement.
4.  Responsibility – Well-defined delegations of authority to ensure informed decision-making and operational clarity.

Additionally, PIE upholds a Whistleblower Policy that protects individuals reporting any unethical or unlawful conduct, ensuring confidentiality and protection from retaliation.