Boubyan Bank KSCP

The Board Governance Committee (BGC) comprises of five Board Directors; the Chairman is the chairperson of the BGC, which includes 3 independent directors. Members of the committee have diverse experiences in banking, business, and governance. The Governance Committee should meet at least twice a year. The committee's responsibilities include assisting the Board of Directors in undertaking its corporate governance responsibilities, including such responsibilities related to Sharia supervision governance, developing and updating the Governance Manual, ensuring that the Governance Manual is adequately followed, reviewing annual governance report, and following-up on governance related recommendations/actions. **Committee Activities During the Year:** During 2023, the committee met 3 times, and covered the following activities by way of example and not limitation: - Review the annual governance report. - Discuss the governance review reports of the Corporate Governance Unit and follow up on the status of respective recommendations. - Follow-up on the implementation of CBK Corporate and Sharia Governance requirements. - Ensure that the Board and Board Committees held adequate number of meetings. - Review the Corporate Governance Manual. - Verify subsidiaries' ability to satisfy the requirements of the Group's corporate governance standards and CG standards issued by the respective regulatory authorities of subsidiaries. - Verify that appropriate means and tools are in place to ensure compliance of all subsidiaries with all adopted governance requirements.

Boubyan controls its social and environmental imperatives, with strong governance and Board oversight. To this effect, Boubyan exhibits responsible and ethical practices that are in compliance with regulators through a sound governance mechanism guided by a set of policies and procedures – with zero tolerance against non-compliance, discrimination and stakeholders' rights violations, to name a few. ESG oversight has backed Boubyan Group's visionary approach for furthering ESG and sustainability- related issues within its operations. This is evidenced by the Group's adoption of sustainability in constructing its new headquarters. [...] The strategic planning core group at Boubyan Bank, advises and enables the Steering and Project Committee meetings throughout the year to monitor the progress of each of the Group's strategic initiatives. The monitoring takes place in terms of achieving targets that were laid down in the previous tenure and ensures the strategic alignment of integrated ESG topics within the Group's business objectives. [...] Boubyan's Board is responsible for ensuring that ESG matters are addressed and integrated into the Group's purpose, governance practices, strategy, risk management and decision-making process. Understanding the Group's ESG priorities ensures that that stakeholder needs are addressed and transparently communicated. During 2022, various ESG related topics were discussed during the Board's held meetings, with special focus was dedicated to sustainable finance, ICAAP and climate risk, as outlined in the following.