Committees

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FIRST CAPITAL BANK COMMITTEE COMPOSITION

The Board has delegated authority to various Board committees that provide specialist guidance and make recommendations through established reporting mechanisms, on areas and matters delegated to them. Each committee has its own charter, which is approved by the Board and reviewed as required. The charters set out each committee’s roles, responsibilities, composition and meeting requirements

Committee:

Audit Committee

Credit Committee

Risk

Committee

Appointments & Remunerations Committee

IT Committee

Responsibilities:

• Assists the Board in evaluating the adequacy and efficiency of the internal control system, accounting practices, information systems and auditing processes applied.

• Facilitates and promotes communication with Internal Audit.

• Oversees the preparation of financial statements and reports and ensures their integrity.

• Oversees compliance with legal and regulatory requirements.

• Ensure the soundness of the Bank’s credit portfolio, including advances, guarantees and other facilities.

• Specific responsibility includes:

– Ratification of terms and conditions of all credit facilities granted; and

– Approval of all credit facilities above discretionary limits set.

• Review of non-performing assets, recovery procedures initiated and establishment of provisioning as required.

· Assists the Board in relation to assessing, controlling and mitigating business risks.

– Identifies risks facing the Bank and recommends controls to the Board.

• Oversees the remuneration decisions in the Bank.

• Specific responsibility includes:

– Determines the remuneration structures and reviews these annually;

– Ensures directors receive market-related remuneration, subject to the capacity to pay;

– Reviews and approves recommendations on the employee remuneration framework and remuneration policy;

– Evaluates the performance of senior management;

– Reviews incentive and share option schemes.

· Oversees the technology and innovation strategies and related investments of the Bank and assesses the effectiveness of the Bank’s IT-related risk management.

• Specific responsibility includes:

– Reviewing the Bank’s technology strategy and its implementation

– Reviewing and making recommendations on proposals for technology investments

– Reviewing progress and postimplementation reports for technology projects

– Reviewing assessments and reviews of technology-related risk management, governance and related internal control systems and processes.

Compositions and meetings:

• Comprises three independent Non-executive Directors, all of whom possess the necessary skills and experience.