BBK annual report eng 21.5.5

Strategy CommitteeThe Strategy Committee is under the chairmanship of Mr Murad Ali Murad, is responsible for reviewing and recommending strategic initiativessubmitted by executive management to the Board of Directors.Compensation CommitteeThe Compensation Committee’s Terms of Reference are as follows:1. MissionThe Compensation Committee, herein after referred to as the Committee, is responsible for recommending to the Board of Directors, herein afterreferred to as the Board, the form and amount of director and executive management compensation, approving the compensation policy and specialcompensation plans, including annual bonus schemes, share option plans and staff savings schemes across the Bank.In the context of this document, Executive Management is defined to include, the General Manager Chief Executive Officer (GM CEO), DeputyGeneral Managers, Assistant General Managers (or equivalent), General Manager of subsidiaries and any other position reporting to the GM CEO orthe Board.2. Membership2.1. Members of the Committee shall be appointed and removed by the Board. The Committee shall elect at the time that the Committee isestablished or every year after the Annual General Assembly a Chairman and a Deputy who shall chair the meeting in the absence of the Chairman.2.2. The Committee shall consist of not less than three members.2.3. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the General Manager ChiefExecutive Officer, the Head of Human Resources and external advisers may be invited to attend for all or part of any meeting as and when appropriate.3. Secretary3.1. The Board Secretary shall act as the Secretary of the Committee.4. Quorum4.1. The quorum necessary for the transaction of business shall be two including the Chairman or the Deputy Chairman. A duly convened meeting ofthe Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in orexercisable by the Committee.4.2. Any transaction of business of the Committee to be conducted by circulation shall require unanimous approval, allowing three business daysfor response.4.3. In case of an equality of votes the Chairman of the Committee meeting shall have a casting vote.5. Meetings5.1. The Committee shall meet at least twice a year and at such other times as the Chairman of the Committee shall require.6. Notice of Meetings6.1. Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any of its members.6.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall beforwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no later than five workingdays before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.7. Minutes of Meetings7.1. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.7.2. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board.8. Annual General Meeting8.1. The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on theCommittee’s activities.