Corporate Governance

Executive Committee - Terms of Reference

I. MANDATE

I. MANDATEThe Executive Committee is a Board level committee.

The Executive Committee is vested with such powers, authority and discretions as delegated by the Board from time to time concerning the management and day-to-day running of the Bank.

II. FUNCTIONS

The Executive Committee shall review the overall business objective(s) of the Bank and business strategies and business plans, including annual budgets prepared by management, for submission to the Board for approval.

The Executive Committee shall:

(i)

review and approve the Policy in relation to of expenditures (including capital expenditure, donations and entertainment expenses); and

(ii)

review and approve such expenditure items as prescribed by such Policy.

The Executive Committee shall:

(i)

review and approve the Policy in relation to acquisition and disposal of assets and subsequent amendments; and

(ii)

review and approve such transactions in relation to acquisition and disposal of assets as prescribed by such Policy.

The Executive Committee shall:

(i)

review and approve the Policy in relation to public disclosure of material information; and

(ii)

review and approve such public disclosure of the material information as prescribed by such Policy.

The Executive Committee shall receive and discuss reports from the Management Committee.

III. MEETING FREQUENCY AND MINUTES

III. MEETING FREQUENCY AND MINUTESMeetings shall be held when required.

The Chief Executive Officer and Managing Director will designate a person to act as the Committee Secretary who will also act as the meeting convener.

Meeting minutes will be prepared by the Committee Secretary of the Executive Committee.

IV. MEMBERSHIP AND QUORUM

IV. MEMBERSHIP AND QUORUMMembers of the Executive Committee shall consist of the Chairman, Vice Chairman, Chief Executive Officer and Managing Director and any other Directors as designated by the Board of Directors.

To be valid, an Executive Committee Meeting must have a quorum of not less than two members.

V. GOVERNANCE

V. GOVERNANCEResolutions shall be determined by a majority of votes. In the case of any equality of votes the Chairman of the meeting shall have an additional or casting vote (Article 106 of the Articles of Association).

A resolution in writing signed by a majority of the members of the Executive Committee shall be valid and effectual as a resolution passed at a meeting of the Committee (Article 114 of the Articles of Association).

VI. REPORTING

VI. REPORTINGThe Members shall report any major issues, decisions or recommendations to the Board of Directors for approval, endorsement or ratification (as the case may be).

12 December 2023