• Define remuneration policies for Board members and senior managers.
• Determine the level of risk tolerance and ensure a culture of risk.
• Monitor overall performance and progress towards achieving strategic goals.
• Overseeing and approving human resources management and governance policies and frameworks.
• Selecting and recommending Board of Directors candidates for election by the shareholders.
• Overseeing the governance framework to ensure compliance with agreed policies and provisions
• Supervising investment and financing activities and making basic investment and financing decisions
• Evaluate the general performance of the Board and the effectiveness of its members and take the necessary corrective actions when necessary
• Evaluating the main risks and the steps being taken by management to monitor and control those risks.
• Selection, preparation and evaluation of potential candidates for executive management positions and overseeing the formulation of replacement plans.
• Ensure maintaining the integrity of relations with shareholders, protecting their rights, and holding meetings in accordance with applicable laws and regulations
• Study and approve major transactions, including important credit decisions, capital allocations and capital expenditures, according to what is stated in the authority structure.
• Supervising the correctness of the financial statements to ensure compliance with legal and regulatory requirements in addition to ensuring the quality of the performance and independence of the external and internal auditors

Committee Members:

· Mr. Tewfich Habesch - Head of the Committee

· Mrs. Lana Abu Hijleh – Member

· Mr. Eric Shehadeh - Member

· Dr. Tafeeda Jarbawi - Member

The role of the Committee is to assist the board in overseeing the bank's financial controls with particular emphasis on:

(a) The integrity of internal controls and financial reporting.

(b) The qualification and independence of the bank's external auditor.

(c) The performance of the bank's internal audit and compliance functions and of its external auditor.

In order to fulfill its role, the Committee shall have the following authorities and responsibilities:

· Review Internal Control systems of the bank.

· Reviewing the reports of the Inspection and Audit department, internal auditor, and compliance control department including financial and non-financial issues, remedial procedures, and means of controlling the risks faced by the bank.

· Reviewing accuracy of financial statements provided to the board, shareholders, and other users.

· Reviewing the extent of the bank’s commitment to laws and regulations of the PMA, the Board, and other regulations applicable in Palestine.

· Reviewing the external auditing plan and verifying that the plan includes all activities of the bank.

· Ensuing the accuracy and integrity of accounting and compliance with laws and regulations applicable to the activities of the bank.

· Developing disclosure and transparency standards and submitting them to the board for approval.

· Reviewing notes mentioned in the PMA’s reports and offering recommendations to Board on the appropriate remedial steps.

· Coordinating with Risks Management Committee to present the financial statements of the bank.

· Studying the financial system employed at the bank and making recommendations to improve it and guarantee that they fairly represent the situation and that no false data are reported.

· Putting in place a system that allows employees to report secretly on fears of potential violations and in a manner that makes it possible to investigate them independently and follow them up without supervisors penalizing them or colleagues looking down at them. The audit committee shall monitor the implementation of these procedures.

· Acting as a liaison between the board of directors and the external auditor, the board of directors and the internal auditor, and between the internal and external auditors.

· Following up on the bank’s adherence to its internal code of professional conduct and adherence to external laws and regulations.

· Informing the board of directors of issues that require its immediate intervention and offering recommendations on the appropriate remedial steps.

· The Audit Committee shall submit reports to the board of directors on all matters that fall within its scope of work thereby enabling it to carry out its function of monitoring the management of the bank and submitting to shareholders and investors factual and documented information.

Committee Members:

· Mr. Hashim Shawwa – Chairman of the Committee

· Mr. Tariq Aggad– Member

· Mr. Abdullah Al Ghanim – Member

· Mrs. Maha Awwad – Member

Committee Roles and Responsibilities:

· The Executive Committee takes major responsibility in supervising bank activities and operations to ensure that the bank continues to achieve its long-term strategic goals. The Committee directly supervises the major duties and functions of asset and liabilities, asset growth, business development, annual budgets, capital adequacy, integration and acquisition, expansion in new markets, international agreements and representations, and bank corporate social responsibility programs.

· The Executive Committee reviews and discusses credit request applications, investment decisions, and all other financial commitments, or other applications related to bank activities, operations, and services that fall beyond its jurisdiction, whereby the Board is fully notified to take appropriate decisions accordingly.

· If requests are above the jurisdiction of the Executive Committee, the latter reviews and evaluate them, then submits recommendations to the Board to take appropriate decisions accordingly.

· The Executive Committee reviews and submits recommendations to the Board of Directors concerning business plans or restructuring, including radical changes in main duties and functions, the geographical distribution of branches and operations, and correspondent relations.

· The Executive Committee implements the aforementioned plans based on reports submitted by the bank General Manager and the Executive Team.

· The Executive Committee sets its annual scope of work, programs, goals, and plans to be able to identify its responsibilities, evaluate its work, activities, and the functions it supervises and takes decisions accordingly.

Committee Members:

· Mr. Eric Shehadeh – Head of the Committee

· Mr. Adel Dajani – Member

· Mr. Tewfic Habesch – Member

· Mrs. Linda Tarazi – Member

The role of the Committee is to assist the Board of Directors of BOP in fulfilling its oversight responsibilities with regard to:

· The risks inherent in the business of the company and the control processes with respect to such risks.

· The assessment and review of credit, market, and operational risks.

· The risk management activities of the bank and its subsidiaries.

In order to fulfill its role, the Committee shall have the following authorities and responsibilities:

· Approve the overall risk management policies and ensure there is an effective Enterprise Risk Management framework in place to proactively identify, measure, mitigate, and monitor all types of risk in the bank and to promote continuous dialogue about risk management throughout the organization (i.e., promoting a ‘Risk Culture’).

· Determine the overall ‘Risk Appetite’ of the bank and ensure the overall risk profile and tolerances are in line with the agreed appetite.

· Obtain assurance from the executive management and internal auditing that the risk processes and systems are operating effectively, with sound controls, and compliance with approved policies.

· Ensure the bank’s compliance with applicable laws and regulations regarding all risk management policies and procedures.

· Review the bank’s capital adequacy and provisions to ensure they are in compliance with regulatory guidelines and in line with the risk profile of the bank.

· Review reports on a quarterly basis or on a need's basis from the executive management on the status of the bank’s risk portfolio, highlighting key risk areas, trends, forecasts, and management actions being taken to address particular issues.

· Review significant risk exposures and the steps management has taken to monitor, control, and report all types of risk, including, credit, market, operational, fiduciary, liquidity, compliance, reputational, strategic, and all other types of internal/external risk impacting the bank.

· Provide guidance to management, as needed, to help them improve their risk management practices and/or mitigate particular risks, including the existence of qualified personnel at the management level to carry out risk management activities effectively.

· Report to the board on a regular basis of the status of the bank’s risk portfolio and immediately inform the board of any substantial changes to the bank risk portfolio status.

· Review the appointment, responsibilities, performance, and replacement of the Chief Risk Officer and monitor the effectiveness of the Risk Management departments in general.

· Support the Audit Committee’s efforts (with the help of the Credit Risk Officer) to monitor and evaluate, as mandated by the PMA, “guidelines and policies to govern the process by which risk assessment and management are undertaken.”

Committee Members:

· Mrs. Lana Abu Hijleh – Head of the Committee

· Mr. Hashim Shawwa – Member

· Mr. Adel Dajani – Member

· Dr. Tafida Al Jarbawi – Member

The role of the Committee is to oversee

(a) The bank’s corporate governance framework.

(b) Director nomination process, director and executive remuneration policies, board and executive evaluation processes.

(c) Succession planning, board education, and the bank’s human resources policies.

In order to fulfill its role, the Committee shall have the following authorities and responsibilities:

· Review and approve major HR policies to ensure they are fair, competitive, complete, and in the best long-term interest of BOP.

· Help oversees major changes and improvements in the HR function to ensure it is effectively serving as a strategic partner in the organization.

· Develop for the board’s approval and annually review the chart of authorities and delegation of authorities to management.

· Consider possible conflicts of interests of directors and any related party transactions of directors and make relevant proposals to the board in accordance with the BOP’s corporate governance code.

· Review any change in status (including fulfillment of independence requirements) and professional affiliation of current directors and make relevant proposals to the board in accordance with the company’s corporate governance code.

· Oversee the development and implementation of a board induction process for new directors and a program of continuing director development as needed.

· Review corporate governance policies and practices throughout the company and make relevant proposals to the board to improve their effectiveness.

The Board of Directors nominates a chairman and vice-chairman of the board from among its members.