Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions 12- consulting freely with other shareholders concerning their basic shareholders rights. A shareholder shall receive information in due time on: 1- all relevant information in order to be able to vote or elect at the general assembly of shareholders; 2- the rights of different classes of shares, especially on significant control rights of certain classes of shareholders; 3- The rules and procedures concerning control, especially concerning protection of shareholders according to thier classes, including the measures granting fair and transparent prices in contracts made within the scope of majority controlled transactions. 4- corporate governance and voting policies of institutional investors, acting as fiduciaries; 5- the remuneration policy regarding members of the BOD and key executives; 6- the professional track record of board members proving their ability to serve on the board; 7- the independence of board members; 8- corporate governance and management of conflicts of interest regarding institutional investors, acting as fiduciaries. The bank or financial institution has to confirm to the shareholders annually that: 1- the bank or financial institution has taken effective and appropriate measures to prevent money laundering, financing of terrorism, insider trading and abusive self-trading; 2- there are no provisions in effect that protect the BOD or executive management from accountability. -13- Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions permanently measure and evaluate its financial performance and risk exposure in the various fields of business activities; 2- establishment or approval of strategic objectives and plans and supervision of their implementation; 3- establishment of compliance and risk strategies, policies and procedures and supervision of their implementation; 4- establishment of corporate governance policies and rules. The governance policies and rules must be approved by the general assembly; 5- periodical review of the risk policies and procedures, at least annually unless a shorter review is required; 6- decision making on budgets and business plans; 7- establishment of a transparent nomination process for the BOD members and disclosure of the process to the shareholders; 8- selection of BOD members in accordance with “fit and properʼ criteria; 9- decision making on selecting, compensating, and monitoring key executives; 10- establishment and supervision of appropriate performance standards for members of the BOD and key executives; 11- establishment of continuity plans and supervision of their inplementation; 12- approval and supervision of internal control systems, with annual reviews concerning their effectiveness; 13- establishment and supervision of a written policy regulating conflicts of interest; 14- establishment of policies to regulate the relationship of the bank and financial institutions with stakeholders. -15- Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions -22- Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions -28- Corporate Governance Guidelines for Banks & Financial Institutions Corporate Governance Guidelines for Banks & Financial Institutions -30-