BBK annual report eng 21.5.5

9. DutiesThe Committee shall:9.1. Determine and agree with the Board the framework or broad policy for the compensation of the directors and executive management and makerecommendations on policies relating to the recruitment, retention and termination for executive management.9.2. Have responsibility for recommending to the Board the form and amount of the compensation for all directors.9.3. Determine the policy for the disclosure of directors and executive management’s compensation.9.4. Ensure that contractual terms on termination, and any payments made, are fair to the individual and the Bank, that failure is not rewarded andthat the duty to mitigate loss is fully recognized.9.5. Review and recommend to the Board employee compensation budget, benefits, equity programme and any changes in employee benefitstructure throughout the Bank.9.6. Be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remunerationconsultants who advise the committee.9.7. Make available the Committee’s terms of reference. These should set out the Committee’s delegated responsibilities and be reviewed and,where necessary, updated annually.9.8. Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time.10. Reporting Responsibilities10.1. The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties andresponsibilities.10.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action orimprovement is needed.10.3. The Committee shall produce an annual report of the Bank’s compensation policy and practices, which will form part of the Bank’s AnnualReport and ensure each year that it is put to shareholders. The Annual Report will also state the frequency of, and attendance by members at,compensation committee meetings.11. Other11.1. The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating atmaximum effectiveness and recommend any changes it considers necessary to the Board for approval.11.2. The terms of reference of the Committee shall be available on request and placed on the Bank’s website.12. Authority12.1. The Committee is authorized by the Board to seek any information it requires from any employee of the Bank in order to perform its duties.12.2. The Committee, in connection with its duties, is authorized by the Board to obtain advice and assistance, as needed, from internal or externallegal counsel, accounting firms, search firms, compensation specialists or other advisors, at the Bank’s expense.III. Executive ManagementThe Bank's Executive Management under the leadership of the General Manager Chief Executive Officer, report to the Board of Directors.Executive Management CommitteesAll management committees are chaired by the General Manager Chief Executive Officer, Dr. Farid Al Mulla. The committees meet on a monthly basis.Asset and Liability Management CommitteeThe Asset and Liability Management Committee is responsible for enhancing shareholder value by the establishment of policies and guidelines for theoverall management of the balance sheet and its associated risks.Annual Report 2004 26 | 27