Audit Committee

The Audit Committee consists of independent non-executive directors (including the Chairman of the Audit Committee).

• the integrity of the financial statements of the Bank
• the adequacy and effectiveness of the systems of internal controls of the Bank
• the qualifications and independence of the Bank's external auditors and the performance of the Bank's internal and external auditors
• ­any other relevant issue

Members:

• Independent Non-Executive Director(s)
• The Chairman (i-NED)

Invitees:

• The Head of Risk Management (Managing Director)
• The Head of Compliance & MLRO
• The CFO
• Any Department Heads as required (all relevant locations)
• External Auditors

Risk Committee

The Risk Committee consists of independent non-executive directors (including the Chairman of the Risk Committee).

The Risk Committee meets quarterly, or as frequently as is required to carry out properly its functions.

The Risk Committee’s responsibility is one of oversight and review. It does not provide expert advice nor exercise any executive role.

The Risk Committee assists the Board in monitoring:

• the adequacy and effectiveness of the Bank’s risk management policies and processes
• the full range of risks, financial and non-financial, on balance sheet and contingent, to which the Bank is exposed, including credit, market, liquidity, funding, capital, operational, regulatory and reputational risks
• the qualifications and the performance of the Bank's risk management function
• any other relevant issue

Members:

• Independent Non-Executive Director(s)
• The Chairman (i-NED)

Invitees:

• Any Department Heads as required (all relevant locations)

Remuneration Committee

The Remuneration Committee consists of non-executive directors (including the Chairman of the Remuneration Committee) and independent non-executive directors.

The Remuneration Committee meets at least annually, or as frequently as is required to carry out properly its functions.

The Remuneration Committee assists the Board to:

• Establish the compensation and benefits policy
• Ensure that BBI Plc compensation and benefits policies permit the attraction and retention of key skills and high potentialpeople
• Review mainly Executive Committee (ExCo) members’ individual performances, salary adjustments, bonus and nominations
• Set and recommend to the Board for approval, the overarching principles and parameters of the Remuneration Policy across the Bank to ensure an overall coherent approach to remuneration for all employees, taking into account the relevant Regulatory requirements, e.g. PRA / EU Remuneration Codes and Corporate Governance Codes.
• Review any other relevant compensation and benefits issues
• Give full consideration to succession planning for Board Directors, taking into account the challenges and opportunities facing the Bank, and the skills and expertise needed on the Board of Directors in line with the relevant Regulatory requirements, e.g. senior managers’ regime (SMR).
• Consider succession planning for Senior Executives and Managers, in the course of its work, taking into account the challenges and opportunities facing the Bank, and the skills and expertise needed for the Senior Management team at the Bank, and, upon the recommendations of the Chief Executive and the Board, make the appropriate assessments taking into account the requirements of the senior managers’ regime and certification regime before nominating for the approval by the Board.

Members:

• The Chairman of the Committee - NED
• The Chairman of the Board (i-NED)

Invitees:

• Any Department Heads as required (all relevant locations)
• Any Independent NED Chairs as required