Board Committees

Audit Committee

The Audit Committee is responsible for monitoring the financial reporting process in order to ensure the integrity of the Bank’s financial statements. Furthermore, the Audit Committee reviews and reports on estimates and judgments in the Bank’s financial information, and on any significant financial reporting issues. The Audit Committee advises the Board on whether the annual report and accounts of the Bank are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Bank’s performance, business model and strategy.

The Audit Committee, through its review and assessment of the work of the internal auditor, provides information, direction and recommendations to the Board about the operation of controls implemented by management as well as their completeness and effectiveness.

The Audit Committee also reviews and monitors Management’s actions and timeliness in addressing control weaknesses, non-compliance with laws, regulations and policies, and any matters identified by internal and external auditors. The Audit Committee follows closely correspondence with regulators and management actions.

The Internal Audit function reports specifically and exclusively to the Audit Committee. The Audit Committee frames the policy on internal audit, and subsequently monitors and reviews the effectiveness, independence and objectivity of the Bank’s Internal Audit function.

Furthermore, the Audit Committee oversees the Bank’s relationship with the external auditors and assesses the effectiveness of the external audit process. It makes recommendations to the Board of Directors regarding the appointment of the Bank’s external auditors, their remuneration and terms of engagement.

The Audit Committee also oversees the function of the Bank’s Whistleblowing Reporting Officer and the effectiveness of the Bank’s whistleblowing procedures.

The Audit Committee is made up of three non-executive Directors appointed by the Board, the majority of which are independent. The Committee as a whole has competence relevant to the sector/s which the Bank operates in, and all members of the Committee have significant recent and relevant experience in financial reporting, auditing and/or accounting.

Members:

The Audit Committee is composed of the following members:

Mr Mario P. Galea – Chairperson

Mr Paul M. Johnson

Mr Mark Portelli

The Chief Executive Officer, the Chief Financial Officer, the Chief Risk Officer, the Whistleblowing Reporting Officer and representatives of the Bank’s External Auditors attend the Audit Committee meetings by invitation. The Head of Internal Audit Function also attends the meetings of the Audit Committee. The Audit Committee follows closely correspondence with regulators and management actions.

Various one-to-one meetings are also held regularly between the Chairperson of the Audit Committee and members of Management.

 

Risk Committee

The Risk Committee monitors and reviews risk exposure, and Management’s risk processes and strategies. Any risk identified falls within one of the following categories:

  • Financial risk
  • Market risk
  • Credit Risk
  • Operational risk (including relating to the prevention of money laundering and funding of terrorism)
  • Reputational risk

The Risk Committee recommends the risk appetite framework in line with the Bank’s strategy, and regularly reviews the Bank’s risk profile taking into account the current and prospective macroeconomic, macro-prudential and financial environment. Risk strategies are discussed on both an aggregate basis, as well as by type of risk. The Risk Committee follows closely correspondence with regulators and management actions.

The Risk Committee reviews and considers reports from the Risk Management and Compliance functions to ensure good standing of the Bank’s risk profile, risk culture, risk appetite and limits, and risk mitigation plans.

The Risk Committee reviews and advises the Board on the liquidity adequacy assessment and internal capital adequacy assessment process (ILAAP and ICAAP) and endorses statements in relation to risks in the annual report. Furthermore, the Risk Committee actively participates in the annual review of the Bank’s Business Risk Assessment and in the review of policies relating to the prevention of money laundering and funding of terrorism. The Risk Committee advises and where necessary, updates and approves, any recommendations of the Audit Committee to the Board, relating to any financial or operational risk policy statements required by law or regulation.

The Risk Committee is currently made up of three non-executive directors whose combined skills are sufficient to address all the above risk categories:

Members:

Ms Juanita Bencini - Chairperson

Mr Mario P. Galea

Mr Charles Borg

The Chief Executive Officer, the Chief Financial Officer, the Chief Risk Officer, the Head of Risk Control and Oversight Function and the Head of Compliance Function attend meetings of the Risk Committee by invitation.

Various one-to-one meetings are also held regularly between the Chairperson of the Risk Committee and members of Management, the Head of Risk Control and Oversight Function, the Compliance Officer and the Bank’s MLRO.

 

Compensation and Nomination Committee

The Compensation and Nomination Committee is responsible for reviewing the remuneration policy of the Bank and for making any recommendations as the Committee deems appropriate in light of the general strategic interests of the Bank and regulations. The Compensation and Nomination Committee:

a. Sets the over-arching principles and parameters of the remuneration policy;

b. Considers and approves remuneration arrangements of senior executives and highly paid persons;

c. Monitors and reviews remuneration paid to the Chairman and other members of the Board of Directors, and makes recommendations to shareholders in General Meetings;

d. Approves annual pay increases and bonuses as recommended by Management;

e. Oversees and any remuneration matters; and'

f. Exercises the functions of a Board Nomination Committee.

The Compensation and Nomination Committee is made up of the following members:

Members:

Mr Paul Mark Johnson – Chairperson

Dr Michael Frendo

Mr Kenneth Mizzi

 

Credit Approval Committee

The Credit Approval Committee is responsible for assessing credit facilities and taking credit decisions within certain monetary and risk bands.

The Credit Approval Committee is made up of three directors appointed by the Board with experience in credit.

Members:

Mr Charles Borg - Chairperson

Mr Michael Anthony Collis

Mr Mark Portelli


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