Over 35 years US/international oversight experience

Wadih J. Barbour

Cyprus Mobile: +(357-***-**-***, US 321-***-****

Email: ***********@***.***

Career Overview: Extensive multinational internal/external audit diversified industry experience, combined with regulatory compliance exposure to various complex business environments throughout the United States, Europe, South America and the Middle East.

Held several internal audit leadership roles at a major US financial services company in New York and later established new risk-based internal audit functions at three major GCC companies in Saudi Arabia, UAE and Qatar. Led major successful fraud investigations within financial and non-financial companies and dealt extensively with public prosecutors at national and multinational levels.

Main Career Leadership “Internal Audit” Roles:

Chief Internal Auditor at Al Jaber Group in Abu Dhabi - UAE

Senior AGM & Chief Internal Auditor at Commercial Bank of Qatar

Head of Internal Audit & Compliance at SHUAA Capital PSC in Dubai

Financial Advisor at Morgan Stanley Dean Witter in California

Financial Controller at American Express Travel Related Services in Egypt

Director of Internal Audit at Saudi Research & Marketing Group (largest MENA Media Company)

Principal Internal Auditor at American Express Corporate Audit - New York

Audit Manager at American Express Bank – New York

Senior Internal Auditor at American Express – New York

Audit Supervisor at Price Waterhouse Coopers – New York

Main “Regulatory & Anti-Money Laundering Compliance” Career Responsibilities:

At American Express Bank - New York regulatory compliance was under the internal audit responsibility. During such period, managed internal audit and regulatory compliance assignments at the bank's NY Head Quarters, as well as, during overseas assignments at the bank's 90 branch worldwide network.

During the same period, was responsible for the preparation of the Am Ex Bank Internal Audit Compliance Manual with the New York Federal Reserve Bank Regulations. As well, led a project to draft the American Express Bank Compliance & Anti-money Laundering Manual and made a presentation at the French National Police Head Quarters on this subject at the time the French Police was in the process of establishing a special regulatory compliance and Anti-money Laundering Unit.

During my tenure at the Dubai-based Investment Company, SHUAA Capital PLC from 2004 - 2006, headed the Internal Audit & Compliance Departments and significantly contributed to the preparation of the company's Compliance Manual.

At SHUAA Capital PLC, played a significant role in establishing adequate internal control/regulatory compliance procedures to qualify the company as a registered member at the Dubai International Financial Center. As well, played a similar role in preparing the company for registration at the Saudi Arabian Financial Markets and in my capacity as a Head of Compliance, was a member of the company's Saudi entity Board of Directors.

Most recently at Commercial Bank of Qatar, part of my responsibilities as the Chief Internal Auditor included providing the bank's BOD with recommendation to rectify weaknesses highlighted in the annual Central Bank Examiners Reports issued by both Qatar and Oman central banks (Commercial bank of Qatar owns 35% interest of National Bank of Oman).

Education: BA, Financial Accounting and Management, American University of Beirut 1973-1977

Pace University, New York Attended in 1980-1982 undergraduate/graduate courses in Internal Auditing, Advanced & Intermediate Accounting, U.S. Business Laws & Federal/Partnerships and individual Tax Laws. Completed the CPA academic requirements.

Certifications: Certified Financial Advisor: Successfully Passed the Series 66 (covering Series 63 & Series 65) Financial Advisor National Association of Securities Dealers (NASD) Examination.

Licensed General Securities Broker: Passed The Series 7 NASD General Securities Broker Examination.

Licensed Futures & Commodities Broker: Passed Series 31 NASD Futures/Commodities Examination.

Member of the Institute of Internal Auditors

Public Accountancy: Successfully passed three parts of the Certified Public Accountancy Examination in the State of New York.

Highlights of Internal Audit Career Experience

July 2016 – To-date Management Consultant: Internal Audit & Compliance services to off-shore companies in Cyprus

April 2013 to June 2016 Chief Internal Auditor – Al Jaber Group, Abu Dhabi, U.A.E.

Reporting to the Board of Directors and working closely with the Group President & Vice Chairman of this 40 company multi-industry family-owned group on building and strengthening the internal audit team by doubling its number and improving its efficiency and productivity.

Jan 2011 to March 2013 Special Advisor on Regional Management Consulting Projects

Since August 2012: Worked on Enterprise Risk Management & Internal Audit Quality Assurance Advisor for Deloitte Consulting in Dubai. Reviewed final draft reports prior to submission to the oversight regulators.

From January 2011 till July 2012: Acted as an Advisor for the US Consulting Firm Protiviti on various private sector companies and governmental agencies assignments in the areas of internal audit, process mapping/reviews, internal control policies and procedures reviews, as well as, fraud investigations.

Aug. 2006 to Dec. 2010 Commercial Bank of Qatar, Senior Assistant General Manager & Chief Internal Auditor

1.Established and successfully managed a new internal audit function for this rapidly growing $18 billion bank after such responsibilities were outsourced to a major external audit firm.

2.Recruited and trained a new 16 member internal audit team and significantly (40-50%) increased annual internal audit coverage consistently, including yearly coverage of all 40 retail / 7 Islamic branches and all business critical 27 IT system applications.

3.Collaborated closely with the Risk Management and IT in establishing a new comprehensive risk-based internal audit short/long-term plan, including Islamic Sharia’ & CB Regulations Compliance.

4.Reported directly to the Audit Committee and introduced major changes to internal audit reports and the Internal Audit Protocol Policy, thereby improving focus on high risk issues and achieving more timely reporting to the Audit Committee.

5.Increased Fraud and Embezzlements special investigations leading to major improvements in internal policies/procedures, increase in employee compliance awareness and enforcement of the system of transparency and accountability.

6.During 2009-2010, led a major customer fraud investigation totaling QAR 900MM in corporate loans involving three Qatari banks, including Commercial bank of Qatar. In-depth investigation findings led to public prosecution and agreement to re-schedule loans. Also, carried out three major Employee Fraud & Embezzlement investigations and supported the Qatari Public Prosecutor leading to cash recoveries totaling QAR 12.5MM.

7.In 2008 & 2010, co-sponsored/lead with senior partners of multinational consulting firms two major Enterprise-wide Risk Analysis and Market/Credit Risk Reviews covering the bank’s $16 Billion Corporate Lending Facilities, Investment Portfolio, Conventional Retail & Islamic Sharia’ lending and other areas.

8.Significantly contributed to introducing improvement ideas/internal controls to rectify weaknesses highlighted in annual Qatar & Oman Central Bank Examiners Reports covering Commercial bank of Qatar and National bank of Oman – which is 35% owned and advised by Commercial bank.

9.Worked closely with the Audit Committee Chairman to strengthen the internal audit function independence, achieve closer monitoring of senior management’s improvement plans and increase frequency of audit committee meetings.

Sept. 2004 to August 2006 SHUAA Capital PSC, Dubai-UAE Head of Internal Audit & AML Compliance

Prepared an Anti-Money Laundering (Know Your Client) Policy Manual. Drafted two comprehensive Policies & Procedures Manuals for the company’s core business, Asset Management and its support unit, the Operations Department. Made major contributions to the preparation of the company’s Compliance Manual.

Established the Internal Audit & Compliance Charter and the Administration Manual for the newly established Internal Audit & Compliance Department. Main accomplishments included: At the request of the BOD, carried out a special assignment at the beginning of the GCC equity markets price decline to assess the overall Credit, Operational and Business Risks surrounding the company’s major Brokerage subsidiary (Emirates Securities L.L.C., a top-rated brokerage firm the UAE). Drafted a new Credit Policy and made significant recommendations to mitigate other operational risks. As a direct result of these control recommendations, profits generated by Emirates Securities, which represented about 20% of SHUAA Capitals’ net profits during 2005 were fully protected.

1998 to August 2004 Financial Advisor & Management Consultant (1999-2000 & 2001 to 2004)

Financial and Investment Advisor for several US and overseas high net-worth investors.

Advised several overseas private clients with active portfolios in the U.S. equities and fixed income markets. Provided insight into various hedge investment vehicles to protect capital invested by overseas clients and their companies. Recommended offshore investment vehicles to maximize tax benefit and minimize potential U.S. estate taxes.

Examples of audit services provided: Internal Control Reviews surrounding overall accounting and reporting processes (ensuring compliance with the Sarbanes-Oxley Act), Risk Assessment and Policies & Procedures Manuals, Plant Operational Audits to evaluate departmental efficiencies, Due Diligence Reviews to evaluate acquisition targets. Regulatory Compliance with Anti-Money Laundering & other Federal Regulations, as well as, international ISO 9000 standards.

1999 to 2000 Morgan Stanley Dean Witter, San Mateo - CA

Financial Advisor with a special focus on the Middle East Region particularly Saudi Arabia and other Gulf countries. Successfully passed the Series 7, Series 31 and Series 66 NASD Examinations and obtained licenses as a General Securities Broker, Commodities/Futures Broker and a Certified Financial Advisor.

1996 to 1998 American Express of Egypt, Ltd. Cairo, Egypt

Financial Controller

Acted as the company's Chief Financial Officer in Egypt. Responsible for a staff of 27 employees in the following four departments: Accounting, Financial Reporting, Human Resources, Internal Control/Compliance with Money Laundering and other U.S. regulations. Major achievements included carrying a major re-engineering and re-structuring action plan to improve the overall control environment and standardize policies throughout the whole Egyptian Operations.

1993 to 1996 Saudi Research & Marketing Group, Riyadh-Saudi Arabia

Director of Internal Audit

Hired at the Holding Company level of the largest Publishing House in the Middle East to establish a centralized internal audit function for the Group's six companies and provide technical advice to the company's owners. Main achievements included the preparation of a "Road Map" for the internal audit function and issuance of policies and procedures guidelines as a basis for setting up an effective internal control system throughout the whole group. Established a database and risk module for each of the company's six subsidiaries to focus on areas of significant exposure. Issued the Internal Audit Administration Manual that covers the department’s organizational responsibilities, staff job descriptions, performance appraisals and employee growth.

1984 to 1993 American Express Company, New York

Principal Auditor (1990 to 1993)

Responsible for auditing major financial centers audit and assisting senior management to ensure central banking regulatory compliance in the US, Europe, India and Latin America. Also, audited complex private banking acquisitions such as the purchase of Trade Development Bank in Switzerland and other offshore private investments in Panama and the Cayman Islands. Overall duties focused on assisting the Head of Audit in resolving significant audit issues, providing senior management with advice on policies and control procedures with a specific focus on high level reviews and special projects. Lead internal audit teams to cover the bank’s major operations including Treasury, Payment Services and Trade Finance functions at various U.S., Europe, Latin America and the Far East locations.

High Level Assignments:

Worked extensively on the "U.S. Foreign Corrupt Act" and "Expediting Payments" policies during a period of 50%-60% travel on international assignments for the bank.

Prepared a feasibility study on the potential centralization of the Company's audit

Departments in Europe.

Assisted the Vice Chairman of Amex Int'l on various overseas special assignments

relating to Saudi Arabia's Travelers Cheques Company and major loss of Am Ex and

Thomas Cook Travelers Cheques from Kuwaiti banks after the Iraqi Invasion.

Assisted the bank's senior management officials and lawyers on various litigations related to the bank's debt-to-equity swap transactions in Latin America. Also assisted in the complex multi-billion dollar sale of Trade Development Bank -TDB in Switzerland (which involved several off-shore private banking entities worldwide).

Assisted the bank's General Auditor and lawyers on major litigations between

American Express Company and former owner of TDB in Switzerland involving complex Swiss Bank Secrecy Acts Regulations.

Major Accomplishments included:

Drafting an Insider Trading Policy for American Express Bank, Ltd.

Prepared a position paper on the Internal Standards Organization (ISO 9000).

Responsible for the preparation of the bank's Compliance Manual with the Federal

Reserve Bank of New York Regulations.

Assisted in-house lawyers in drafting the bank's "Know Your Client Policy" dealing

With Money Laundering Prevention.

Nominated by the bank's General Auditor to make a presentation at the French Police

Headquarters on procedures followed by U.S. companies to prevent money laundering.

Audit Manager - American Express Bank (1988 to 1990)

Responsible for planning, coordinating and supervising financial and operational audits. Managed audits of various bank operations in North and South America and Europe. These audits included private banking, treasury and lending operations in New York, as well as, commercial banking activities worldwide. Also, assisted senior management in special assignments by:

1.Conducting compliance audits with the company's Military (U.S. Department of Defense) Banking Contract in Europe.

2.Assisted executive management in investigations relative to the company's advisory contract in Saudi Arabia.

3.Conducted various investigations on frauds, embezzlements & money laundering schemes.

Senior Internal Auditor I (1986 to 1988)-American Express Bank

Senior Internal Auditor II (1984 to 1986)-American Express Bank

Responsible for high-risk assignments at the banks major locations, such as the Treasury and Payment Clearance centers in New York, London, Hong Kong, Europe and Latin America. In recognition for contributions made to improving the audit function and the bank’s operational efficiency, was selected in 1987 among 90 auditors worldwide to receive the Bank Chairman’s 1st Auditor of the Year Award.

1982 to 1984 Price Waterhouse Coopers, New York, New York

Audit Supervisor – Completed American Institute of CPA’s experience requirements

Planned and performed audits of banks, mutual funds and oil trading activities. Drafted financial statements and issued internal control memoranda to management. Major clients included Chase Manhattan Bank, Morgan Guarantee Trust, Citi Bank, Saudi International Bank and National Commercial Bank of Saudi Arabia.

1981 to 1982 Republic National Bank of New York, New York, New York

Money Desk Operations Responsible for booking traded securities, as well as, monitoring safe custody and settlements.

1977 to 1980 Consolidated Contractors Int'l Company, Athens -Greece

Staff Auditor

Traveled extensively within the Middle East region to conduct audits of construction projects and multi-national projects.

Awards & Letters

Of Recognition:

1.First Annual Chairman's "Auditor of the Year Award" at American Express Bank. "Special Achievement Award" at American Express Bank.

2.Formally recognized by AEB senior management for special efforts on senior management assistance projects.

3.Recognition letter from the American Express Company's Head of Security for Europe, Middle East & Africa relative to my Money Laundering Prevention Presentation at the French Police Headquarters in Paris.

4.Letter of Support from a senior U.S. Congressman and member of The U.S. House of Banking & Finance Committee.

5.Letter of recognition from the Head of American Express Bank's Debt-to-Equity Swap ICC division on special efforts relative to the SAFCO litigations.

6.Thank you letter from the Chairman of American Express Bank Chairman-NY and another from the bank's Vice Chairman in Geneva for bringing high net-worth private banking clients from Europe and Latin America.

7.The Society of American Military Engineers – International Member

Personal Data: U. S. Citizen, born in Queens-New York

Married with two Children and willing to travel and relocate worldwide.

Languages: Fluent in English and Arabic, working knowledge of French and Greek.

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