Supervisory Board Committees

Audit and Governance Committee

The purpose of the Committee is to provide support to the Bank’s shareholders and the Supervisory Board in the supervision of activities of the Management Board and the Bank and the Group with respect to audit and governance matters, as well as to provide support for ensuring the control over economic and financial activities of the Bank and the Group. Responsibilities include reviewing the terms of reference and policies and procedures of the Internal Audit Division as well as providing recommendations thereon to the Supervisory Board, reviewing the annual audit plan prepared by the Internal Audit Division, reviewing the most significant findings of the Internal Audit Division on a quarterly basis, and reviewing the Internal Audit Division’s annual assessment of its performance according to the audit plan. In addition, the Audit Committee supervises Citadele Group’s relations with external auditors and makes recommendations in relation to their appointment, re-appointment or removal, provides recommendations regarding any issues identified by the Financial and Capital Market Commission, and provides annual assessments to the Supervisory Board. The Audit and Governance Committee is composed of at least three members, and is chaired by a member of the Supervisory Board. The Audit Committee meets four times per year, or more frequently if required.

The Audit and Governance Committee comprises the following members

Risk Committee

The Risk Committee is responsible for providing support to the Supervisory Board by monitoring the level of risks to which Citadele Group is exposed and the compliance of its operations with permitted level of risks, as well as ensuring that remuneration schemes take into account liquidity, capital and operational risk. It also checks that risk is sufficiently priced into Citadele Group’s products and services, and provides recommendations regarding any areas identified by the Financial and Capital Market Commission for improvement. The Risk Committee is composed of at least three members, and is chaired by a member of the Supervisory Board. The Risk Committee meets four times per year, or more frequently if required.

Risk Committee comprises the following members

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is responsible for providing support to the Supervisory Board in the process of selecting prospective members of the Supervisory and Management Boards as well as the Head of Internal Audit. In particular, the committee assists in: (i) ensuring sufficient diversity (including gender representation) in the composition of the boards and the Head of Internal Audit position; (ii) reviewing the remuneration policies for Citadele Group; and (iii) assessing the suitability of prospective members of the Supervisory Board or Management Board, or Head of Internal Audit, as applicable. At least once per year it performs an assessment of the organisational structure of the Supervisory and Management Boards, including their size, composition and efficiency, as well periodic assessment of the individual and collective knowledge, skills and expertise of the members of the Supervisory and Management Boards. The Remuneration and Nomination Committee meets four times per year, or more frequently if required, and is composed of at least three members and is chaired by a member of the Supervisory Board.

Remuneration and Nomination Committee comprises the following members

Technology Committee

The Technology Committee is responsible for providing support and advice to the Supervisory Board in relation to technology and technological innovation, including in relation to Citadele Group’s strategic approach to technical and commercial innovation, the acquisition of technology to ensure ongoing growth, the development of measurement and tracking systems, and proposals to upgrade the Supervisory Board’s oversight function. The Technology Committee reports to the Supervisory Board on an annual basis. The Technology Committee meets four times per year, or more frequently if required and is chaired by a member of the Supervisory Board.

Technology Committee comprises the following members