PURPOSE The Consulting, Strategy and Corporate Governance Committee (the Committee ) is an advisory and consultative body under the Board of Directors and is established in order to provide recommendations for the Board of Directors decision making processes on issues pertaining to Bank s (the Bank ) strategic development and Corporate Governance. It is responsible for overseeing all issues related to the strategy of the Bank, and formulates general policies to effectively implement these strategies. The Committee takes a leadership role in shaping corporate governance policies and practices, including recommending to the Board the Corporate Governance Guidelines applicable to the Bank and monitoring the compliance with said policies and guidelines. The committee s objectives include reviewing the Bank s existing Corporate Governance policies and framework including the code of conduct and ethics, and recommending any changes which are designed to ensure effective communication with shareholders, depositors and bond holders (if applicable), ensure that shareholders rights are respected and protected, make the policies consistent with the Bank s core values and promote an environment within the Bank where good governance continues to be part of the structure and culture of the Bank. The Committee s objectives also include advising the Board on the Bank s public reporting on information on Corporate Governance practices and issues. MEMBERSHIP The Board of Directors appoints the Chairman and members of the Committee for its entire mandate and shall reconsider its composition and remit when necessary. The members of the Committee shall be elected from among the board members and the Bank s management during the first Board meeting following the election of a new Board of Directors. The Committee shall remain in office until the appointment of a new Board of Directors. The Committee should comprise a minimum of three non-executive members of the Board of Directors. Non-executive members of the Board of Directors should comprise at least half of the membership of the Committee. The Committee Chairman should be an independent or nonexecutive member of the Board of Directors. The Lead Director, who is elected annually from among the independent Directors of the Board, should serve as a member of this Committee. The executive members of the Committee shall be the Chairman - General Manager, a General Manager and the Chief Risk Officer. The Head of the Group Compliance Division shall be invited to attend all Committee meetings but with no voting rights. Board Consulting, Strategy and Corporate Governance Committee Charter, September 2016 Page 1 of 5
When electing the members of the Committee, education, professional skills, experience in matters relating to the activities of the Committee, ability to work with financial documentation, as well as other specialized knowledge required for Committee members to exercise their authority, should be taken into account. Members should be given the opportunity to attend technical or professional development courses to keep them up to date with relevant issues and practices. New members should be provided with a copy of the Committee s Charter and other relevant information about the Bank. The Committee s membership may be ceased for all or some members following a Board resolution. In such case the Board of Directors shall elect a new Committee member or reduce the composition of the Committee. A member of the committee may also choose to cease his/her membership, effective when sending a written note to the Chairman of the Board and the Chairman or Secretary of the Committee unless the notice specifies a later time for the effectiveness of the resignation. During the following meeting, the Board shall elect a new Committee member, or reduce the composition of the Committee. Till that date, the Committee member shall carry out all his/her responsibilities in full. MEETINGS AND QUORUM The Committee shall meet as often as it determines, but not less than two times annually. The Committee shall maintain records of its meetings including attendance. The notification of the Committee s members and invitees on the date and place of the meeting shall be made by the Committee s Secretary not later than one week before the meeting. The notification of a Committee meeting shall include the agenda of such meeting and items to be discussed or presented during the meeting. A minimum of two independent members of the Committee plus one other shall constitute a quorum for the transaction of any business at any meeting of the Committee. In addition to Committee members, persons who assist in the preparation of material related to the upcoming Committee meeting may be invited to attend Committee meetings. These persons may participate in discussions and make proposals on agenda items but do not have the right to vote on Committee meeting agenda items. The quorum is determined by the Committee s Secretary at the beginning of the meeting and recorded in the minutes. If there is no quorum, the meeting is rescheduled with the same agenda. The Committee s resolutions shall be taken as a result of an open voting process. Each of the Committee s members as well as the Chairman has one vote. The voting power cannot be delegated to any other Committee member or the Chairman. In the event that Committee member votes are evenly split, the Chairman of the Committee shall have the deciding vote. Board Consulting, Strategy and Corporate Governance Committee Charter, September 2016 Page 2 of 5
If a quorum is present when a vote is taken, then the vote of the majority of Committee members present shall constitute the act of the Committee. The Committee shall record in its minutes its agreement or disagreement with any policy, procedure or report that the Committee reviewed. It will also record the number of consenting votes as well as the number of dissenting votes. The Committee s Chairman shall report to the Board of Directors about all matters discussed and approved within the Committee. The Committee shall perform the following duties: AUTHORITIES, DUTIES AND RESPONSIBILITIES - Assess, make recommendations on and approve the Bank s business development strategy, its vision, mission and values, its goals, programs, annual and long term budget and business plan for eventual submission for approval by the Board of Directors. - Review and discuss reports and presentations from management concerning the strategic direction of the Bank as well as the general methods, guidelines and policies by which the Bank monitors and controls strategic risk and provide advice to the management and the Board, as appropriate, with respect to issues raised. - Draw up recommendations for the Board of Directors if so requested by the Board, regarding dividend policy and the amount of dividend payments to be made and how said payments shall be processed. - Draw up recommendations on issued securities especially if issues concern increase of the Bank s capital, splitting or acquisition and placement of Bank s securities. - Review and assess the adequacy of the Bank s policies and practices on corporate governance including the Code of Corporate Governance of the Bank, and recommend any proposed changes to the Board. - Review and assess the adequacy of the Bank s Code of Conduct, the Code of Ethics and their internal policies and guidelines including the Bank s disclosure of information and complaint procedures as well as the conflicts of interest procedures. - Keep abreast of the latest regulatory requirements, trends and guidance in corporate governance and update the Board on corporate governance issues as necessary. - Conduct an annual review of the Committee s performance and of the adequacy of its Charter, and approve any changes. If no changes are suggested by Committee members, the Charter shall be deemed as being automatically renewed. The Committee retains the right to: Board Consulting, Strategy and Corporate Governance Committee Charter, September 2016 Page 3 of 5
- Request and receive documents necessary for performing the Committee s duties from the Bank s executive bodies. The Committee shall request these documents via a request signed by the Committee s Secretary. The requested documents shall be submitted to the Committee s secretary by the deadline indicated in the request. - Invite to the Committee s meetings Bank executives, members of the Board and independent experts if deemed necessary and appropriate. - Appoint subcommittees or bank employees with the required professional skills to work with the Committee or to whom the Committee can delegate all or a portion of its duties. The members of the Committee shall: - Participate fully and thoroughly in the work of the Committee - Attend, to the best of their ability, all Committee meetings and be active in the discussion of agenda items - Study all documents provided for the meeting - Inform the Committee of any conflict of interest in any debated matter - Avoid any action that might compromise the fulfillment of the Committee s mandate or question its members professional integrity. THE COMMITTEE S CHAIRMAN The Committee Chairman is appointed by the Board of Directors. The Committee Chairman should be an independent or non-executive member of the Board of Directors. The Committee Chairman shall organize the work of the Committee, including: - Calling Committee meetings and preside over them, organizing discussions and agenda items at the meetings. - Presenting resolutions/decisions or recommendation of the Committee to the full Board of Directors. - Representing the Committee in relations with the Bank s management bodies, the Board of Directors and the Committees under the Board of Directors in an effort to receive complete and reliable information necessary to the decision making process within the Committee and draw up recommendations to be submitted to the Board of Directors. Board Consulting, Strategy and Corporate Governance Committee Charter, September 2016 Page 4 of 5
In the absence of the Chairman, the members of the Committee may appoint from among the nonexecutive members of the Committee a person to preside over their meetings. THE COMMITTEE S SECRETARY The Corporate Secretary of the Bank shall be the Secretary of the Committee and shall have the following duties: - Coordinating with the Chairman and with the members to call for meetings. - Drawing up an agenda for meetings in coordination with the Committee s Chair. - Preparing the minutes of the Committees meetings and ensuring they are properly signed. - Keeping an original copy of the signed minutes of the meetings and sending a copy to the Board of Directors. - Following up the resolutions of the previous meetings and updating the Committee. MINUTES OF MEETING The minutes of the Committee meeting shall be recorded by the Committee Secretary, and in the event of his absence, the minutes shall be recorded by a member authorized by the Chairman of that meeting. Minutes shall be in written form and signed by the Chairman, all present members and the Secretary of the Committee or any other individual acting in their place at the meeting. Meeting minutes shall indicate: - The date and time of the Committee meeting, - Attendees - Agenda items - Voting results and adopted resolutions The minutes shall be available for review by the Board and any regulatory authority having jurisdiction over the affairs of the Bank. ************************* END OF CHARTER ************************* Board Consulting, Strategy and Corporate Governance Committee Charter, September 2016 Page 5 of 5