Executive Committee Terms of Reference

The Executive Committee (the Committee) is a committee of the BBK Board of Directors. The Committee serves as a link between the Bank’s Management and the Board of Directors to facilitate the operations of the Bank.  The Committee meets more frequently than other Board Committees and has approving and reviewing authority for the credit, investment and matters as delegated by the Board.

The Committee takes necessary decisions regarding matters under its authority and/or raises recommendations to the Board of Directors for approval/ratification as per the specializations, powers and responsibilities assigned to it by the Board of Directors.

2.1 Purpose: The objective for the formation of the Executive Committee is to facilitate the business/operations of the Bank through studying the various matters raised to it or the Board by the Management. The Board has delegated to the Committee suitable authorities/powers in order to perform its entrusted duties and tasks, and overseeing of Bank’s budget as deemed necessary in order to ensure Bank’s optimal management and for providing the support and flexibility necessary to enable Management to perform their assigned duties in an effective manner.

2.2 Definitions: The ‘Bank’ means BBK, ‘BBK Group’ means BBK, its overseas branches and subsidiaries and the ‘Board’ means BBK Board. The ‘Chairman’ means the Chairman of the Committee. The terms ‘Independent’, ‘Non-Executive’ have the same meaning as defined under the CBB Rule Book and classified accordingly.

3.1 Membership: The Committee will consist of no less than five members. The members of the committee can be changed/removed at the discretion of the Board of Directors at anytime.

3.2 Tenure: The tenure of the committee shall be of one year. The tenure of the Director who joins in between would be for the remaining period of the year.

3.3 Meetings: The Committee will meet no less than 8 times per year. The Chairman may convene a meeting of the Committee at any time on reasonable notice. Participation in the meeting through video / Tele conferencing is permitted in keeping with the provisions of the Board Charter. Attendance by Proxies is not permitted.

For the sake of having enough time to review the meeting agenda items all items are to be submitted to the Committee 5 days prior to the meeting and latest by 3 calendar days before the meeting. Any item received later than the mentioned period shall be sent by Email and considered an item under any other issues unless approved otherwise by the Chairman of the Committee.

3.3.1. Each Committee member can only attend two Committee meetings or 20% of the number of meetings via telephone conference or video conference. per annum and only one member is allowed to participate via the said means per meeting (on a first apply first serve basis) for scheduled meetings only. However, for unscheduled meetings it will be decided upon on a case by case basis. Further, the level of participation using these means shall be decided on a case by case basis during force majeure events.

On an exceptional basis, the Committee will convene at the summons of its members or at the request of Management to discuss matters of urgency in order to avoid any delay to the business interests of the Bank. The number of members present for such meetings should be more than half of the members of the Committee. The convening of such meeting shall be done by the Group Chief Executive (to be coordinated by the Group Corporate Secretary) or, in his absence his delegate, and the present Committee members. 

3.4  Quorum: The quorum shall be of more than half of the members and must include the Chairman or the Deputy Chairman. The decisions/resolutions shall be adopted by simple majority of the participating members.  The Chairman shall not have casting vote. In the absence of the Chairman or his Deputy, and on exceptional basis, the Committee may meet and the attending members shall elect the Chairman for the particular meeting. The quorum must be established throughout the meetings.

3.5 Chairman: The Chairman and Deputy Chairman must be a Director and appointed by the Board or alternatively elected by the members of the Committee in its first meeting after the appointment of its members.

3.6 Secretary: The Group Corporate Secretary shall be the secretary to the Committee and attend all meetings of the Committee.

3.7 Resources: The Committee will be supported by the Group Corporate Secretary and the Management.

3.8 Minutes: The draft minutes of the Committee meetings shall be approved by the Committee at the end of each meeting.

The final minutes shall be circulated to the members of the Committee not later than 5 working days. The minutes of each meeting will be circulated by the Group Corporate Secretary to all members and additionally to other attendees as appropriate. The Chairman will report to the Board in writing on the proceedings of Committee meeting following each meeting of the Committee. The minutes will be part of the agenda of the next Committee and Board meetings under items for information.

3.9 Disclosure: The membership of the Committee, description of its duties and activities and attendance during the year shall be disclosed in the Annual Report/ The Bank’s official website and to the shareholders.

3.10 Attendees: The Group Chief Executive and the Group Chief Financial Officer are invitees to this Committee. Other Directors, members of Management or persons may also attend the meetings at the invitation of the Chairman. All invitees should withdraw from the meeting if required to do so by the Chairman.
3.11 Training: The Committee may make available to its new members a suitable induction and ongoing training where appropriate, as discussed with the Committee.

3.12 Resolutions by circulation: The Committee may adopt resolutions by correspondence, including mail, electronic or fax correspondence, provided that in order for resolutions taken in this manner to be valid, they shall be approved by all the members. Any member to whom a proposed resolution is sent and who fails to respond within three working days following the date on which the proposed resolution is sent to him shall be considered to have approved the resolution. The Group Corporate Secretary should ensure that the documents related to the proposed resolution are received by all members of the Committee.

3.13 General: The Committee will be guided by provisions under the Memorandum of Association and Articles of Association, Board Charter on matters related to its functioning and not specified in this document.

4.1 The role of the Executive Committee is to review, approve credit/investment and such other proposals within its authority and recommend to Board.

4.2 The Committee has authority to examine any matters within its responsibilities and to obtain such information as it may require from any Director, member of the Management or employee of the Group. The Committee will report on periodic basis to the Board. The Committee’s scope will involve related issues of the entire BBK Group and its authority extends to all relevant matters relating to the Group.

4.3 The Committee will review its terms of reference every three years commencing at the start of a new term for the Board.

The Chairman is responsible for:

5.1.1 Ensuring Committee meetings are duly convened and that required quorum is present when required.

5.1.2 Approving agenda and related materials for the Committee meetings.

5.1.3 Ensuring that the meetings are conducted in an efficient and effective manner.

5.1.4 Ensuring that the Committee has sufficient information to take decisions.

5.1.5 Providing leadership to the Committee and assisting it in its responsibilities.

5.1.6 Reporting to the Board on deliberations and recommendations of the Committee in writing.

5.1.7 Monitoring functioning of the Committee as per its Terms of Reference.

5.1.8 The Chairman or his Deputy shall be available at the Annual General Meeting to answer questions relating to the Committee’s functions.

The Committee shall perform the following duties/responsibilities:

5.2.1 Planning:

Review and preparation of short-term, medium-term and long-term plans; and policies to fulfill Bank’s goals/objectives, as per the directions of the Board. The Committee also shall prepare/review business plans to be submitted to the Board. The Committee shall periodically review Bank’s achievements and recommend to Board appropriately.

5.2.2 Annual estimated budgets

Review the Bank’s budget submitted by the Management a in the fourth quarter of every year and modify as deemed appropriate/necessary.  This shall be documented in the minutes and submitted to the Board of Directors for ratification/endorsement.

5.2.3 Approve, Decrease or Cancellation/Write-Off of Credit Facilities and Debts/Loans

1. Credit FacilitiesTake required decisions in regard to Management’s recommendations regarding loan applications and credit facilities, whether monetary or non-monetary, which fall within the authorities granted to the Committee by the Board in this respect.  Assess and review loans portfolio periodically to ensure compliance with credit policy.
2. Decrease or Cancellation/Write-Off of Loans
   Take decisions in respect to Management’s recommendations regarding the decrease or cancellation/write-off of non-performing loans, which fall within the authorities granted to the Committee by the Board in this respect.

5.2.4 Exceptions Approval:

Reviewing exceptions if any presented for information and approval in terms of the risk policy guidelines.

5.2.5 Approval of Policies:    All other Policies which do not come under purview of any other Committees would be reviewed by this Committee before submission to Board.

5.2.6 Authority over Consultancy and Capital Fees/Expenditures

Approve consultancy and capital expenditures/fees recommended by the Management as per the authorities granted to the Committee from the Board in this respect.

5.2.7 Authority for Approval of Direct Investments

Study the various recommendations submitted by Management regarding participation in or performing direct investments for the Bank, as per the authorities granted to the Committee from the Board in this respect.

5.2.8 Signature Authority

Take decision to authorize the Management to grant as deemed appropriate the right for signature to employees of the Bank (i.e. approve authorized signatories).

5.2.9 Grants and Donations

Take decisions regarding recommendations of Management in respect to the distributions of grants/donations as per the allocations decided at  the AGM and the delegation of the Board. Ensure the distribution is in an optimal manner that is in line with the benefit of the Bank, Bank’s social responsibility and the priorities of Bank and society.

5.2.10 Any other tasks as assigned to the Committee by the Board of Directors and /or referred by other Committees or the Management.

The Committee will conduct an annual self-assessment of the performance of the Committee/members and report conclusions and recommendations to the Board. The mechanism of evaluation would be as per the evaluation process adopted by the Board for its committees.