Board Member Attraction and Retention Policy

Purpose

The Board Member Attraction and Retention Policy provides a framework for attracting, appointing, developing and retaining qualified, diverse and high-calibre Board members. The Policy supports effective governance, Board continuity, regulatory compliance and alignment of Board composition with the Bank’s strategic goals, long-term governance objectives and applicable Capital Markets requirements.

Scope

The Policy applies primarily to Non-Executive Directors and covers Board succession planning, recruitment, appointment, orientation, onboarding, continuous professional development, performance review, retention and renewal. It also guides the Board, relevant Board Committees, Management and shareholders involved in Board appointment and governance processes.

Key Provisions

Meritocracy and Diversity: Board selection is based on qualifications, experience, independence, integrity, strategic fit and diversity.
Alignment with Strategic Goals: Board composition is aligned to the Bank’s strategy, business model, risk environment, regulatory expectations and digital transformation agenda.
Market Mapping and Talent Identification: The Bank applies market mapping, skills-gap assessment and succession planning.
Transparency and Recruitment Processes: Recruitment is transparent, merit-based and supported by role specifications, shortlisting, due diligence and appropriate approvals.
Value Proposition for Candidates: The Bank attracts high-calibre directors through strategic impact, governance exposure, professional development, institutional reputation and structured remuneration.
Orientation, Development and Retention: Directors are supported through induction, continuous development, performance review, recognition, non-financial incentives and succession planning.

Roles & Responsibilities

Board of Directors: Provides oversight of Board composition, succession, diversity, competence and renewal, ensuring the Board remains effective, independent and aligned with the Bank’s strategic objectives and governance obligations.

Management: Supports implementation through coordination of recruitment, induction, director development, governance logistics, records management, reporting support and shareholder communication on Board appointments and renewal.

Why It Matters

Supports a skilled, diverse and effective Board.
Strengthens Board continuity, succession and institutional memory.
Promotes transparent, merit-based and auditable Board appointments.
Enhances governance quality, independence and strategic oversight.
Reinforces shareholder and stakeholder confidence in the Bank’s leadership and governance practices.