NATIONAL BANK OF ABU DHABI PJSC HUMAN RESOURCES COMMITTEE CHARTER

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1 NATIONAL BANK OF ABU DHABI PJSC HUMAN RESOURCES COMMITTEE CHARTER Last Reviewed: 1 July 2015 Corporate Governance and Nominations Committee Page 1 of 5

2 NBAD GROUP BOARD HUMAN RESOURCES COMMITTEE CHARTER The Board of Directors of the National Bank of Abu Dhabi has established the Human Resources Committee to assist the Board in fulfilling its duties with regards to strategic human resources issues, the remuneration policies of NBAD and the compensation of NBAD s Senior Management. 1. Definition 1.1. For the purpose of this document the term Senior Management shall describe members of the Executive Committee (EXCO) and their direct reports. 2. Membership 2.1. The Committee shall comprise at least three (3) and no more than five (5) directors, including one independent director Appointments to the Committee are made by the Board. 3. Committee chairman 3.1. The Board shall appoint a Committee Chairman upon recommendation by the Corporate Governance and Nomination Committee. The Committee Chairman shall have a casting vote. In his absence the other members of the Committee shall elect another member to chair the meeting. 4. Attendees 4.1. Only members of the Committee have the right to attend Committee meetings The Committee may call upon any NBAD Executive Committee member or any other to attend part of any meeting as and when appropriate and necessary, but always allowing sufficient time for discussion without Senior Management present. 5. Quorum 5.1. A meeting of the Committee shall not be valid unless attended by a majority of its members. Decisions are taken by majority of the members present. The Chairman of the meeting shall have a casting vote in the event of a tie. 6. Secretary of the Committee 6.1. The Committee shall appoint a Secretary to the Committee on the recommendation of the Corporate Governance and Nomination Committee The Secretary to the Committee shall discharge his responsibilities under the direction of the Committee Chairman and in accordance with all applicable policies, procedures and standards. Last Reviewed: 1 July 2015 Corporate Governance and Nominations Committee Page 2 of 5

3 7. Frequency of meetings 7.1. The Committee shall meet at least four (4) times per year and as often as deemed necessary. 8. Committee meetings 8.1. Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chairman Unless otherwise agreed by the Committee Chairman, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than five (5) working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time Committee members should strive to personally participate to all meetings. Should this not be possible, any one (1) or more members of the Committee may participate to the meeting by means of a conference telephone, videoconference or similar device. Participation by such members shall constitute presence in person at the meeting The Committee Chairman may permit, in exceptional circumstances, the Committee to consider an item by circulating a written resolution. The written resolution shall be included in the minutes of the next Committee meeting for ratification. 9. Minutes of meetings 9.1. The Secretary to the Committee shall take note of the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance Draft minutes of meetings shall be circulated promptly to all members of the Committee. Committee members shall promptly provide the Secretary to the Committee with comments on the draft minutes which shall be reflected in the minutes circulated for signature and formal approval at the following Committee Meeting The Secretary to the Committee shall provide the Secretary to the Board with a complete copy of each approved Committee minutes within 14 days of the minutes being approved and these will be provided to the Board. 10. Authority of the Human Resources Committee The Human Resources Committee is authorized: To seek any information it requires from any employee, officer and agent of NBAD in order to perform its duties. In addition, the Human Resources Committee has access to the books, records, and facilities of NBAD that are relevant to its work; To obtain, at NBAD s expense, outside legal or other professional advice on any matter within its terms of reference; To call upon any employee to be questioned at a meeting of the Human Resources Committee as and when required. Last Reviewed: 1 July 2015 Corporate Governance and Nominations Committee Page 3 of 5

4 11. Committee effectiveness The Committee shall conduct an annual self-assessment of its performance and report conclusions and recommendations to the Board The Committee, via the Secretary to the Committee, shall make available to new members of the Committee a suitable induction process. The Committee shall have access to sufficient resources to carry out its duties, including access to the Corporate Secretariat. 12. Duties The Committee shall: determine the high level policy for succession planning at NBAD; approve the appointment, promotion, remuneration, retirement and dismissal of Senior Management or such other level as may be decided by the Committee from time to time; oversee development and implementation of NBAD s Emiratisation strategy and consider setting specific targets in terms of numbers, banding and gender in fulfilment of this objective; approve the training strategy for NBAD; determine the high level policy for the remuneration of NBAD s Senior Management which should provide: appropriate incentives to encourage superior and balanced performance, reward individual contributions to the success of the company, reflect NBAD s values and ethics, and promote effective risk management; annually receive an assessment by the Group Chief Executive on the performance of his direct reports against performance targets and the NBAD business strategy, values and ethics; obtain reliable, up-to-date information about remuneration in other comparable regional and global companies; approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes; approve the bonus structure and distribution methodology; in relation to Senior Management ensure that contractual terms on termination, and any payments made, are fair to the individual, and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised; approve any major changes in employee benefits structures throughout NBAD; approve the policy for authorising claims for expenses from the Group Chief Executive and Senior Management ; approve the NBAD Policy on remuneration, benefits and end of service payments for employees below the level of Senior Management ; Last Reviewed: 1 July 2015 Corporate Governance and Nominations Committee Page 4 of 5

5 approve all material changes to current HR policies and approve all new strategic HR policies; review and approve any proposal to increase the aggregate headcount budget; approve any HR related payments above delegated amounts; co-ordinate fulfilment of its responsibilities under this charter with other Board committees which may have complementary responsibilities approve any organization structure changes at functional level. 13. Reporting responsibilities The Committee Chairman shall escalate to the Chairman of the Board and the Secretary to the Board any significant matters arising from discussions of the Committee The Committee shall periodically report to the Board on its activities The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed. 14. Access to resources The Committee shall have access to sufficient resources in order to carry out its duties, including access to any employee as required To help it fulfil its obligations the Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary, within any budgetary restraints imposed by the Board. 15. Review of the Charter The Human Resources Committee charter shall be reviewed and updated annually or as needed by HRC with particular attention to regular updates of any monetary reference contained in the document and recommend any changes to the Corporate Governance AND Nominations Committee for their approval. Approved by the Board Corporate Governance and Nominations Committee on 1 st July 2015 Last Reviewed: 1 July 2015 Corporate Governance and Nominations Committee Page 5 of 5

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