Audit Committee

The Committee consists entirely of independent non-executive Directors.

1. The Committee is a statutory Committee of the Board of the Bank from which it obtains its authority and to which it regularly reports.

2. The Committee has been delegated authority by the Board in respect of the functions and powers in accordance with the Terms of Reference.

3. The Committee is concerned with the business of the Bank, its business units, and subsidiaries i.e. Group and accordingly its authority extends to all relevant matters relating to the Group.

4. The Committee has authority to investigate any matters within its terms of reference calling on whatever resources (including external professional or legal services) and to obtain such information as it may require from any director, officer, or employee of the Group. It shall have access to adequate funding to enable it to discharge its duties.

5. The Chairperson is authorised to provide to this respect approval of expenditure up to a maximum of €20.000 and he/she is required to inform the Committee at the next meeting.

6. In relation to expenditure within the approved budget, regarding goods or services (confidential or non-confidential), IA or CD requests the approval of the AC provided that the Bank’s applicable procurement guidelines have been followed. The Chairperson is authorised to provide approval up to €500.000, with the requirement that all AC members are notified (through an e-mail) and the majority provides their positive confirmation.

7. In relation to the expenditure requests by IA or CD that exceed the approved budget of the Division, the Chair is authorised to provide approval for budget extension up to €250.000 p.a., with the requirement that all Committee members are notified (through an e-mail) and the majority provides their positive confirmation. For higher budget extension requests, the AC recommends these to the Board for approval.

8. The Committee reviews at least annually the Terms of Reference and recommends necessary changes to the Board.

9. The Board has delegated authority to the Committee as referred to above (including matters that may be considered and reviewed independently from the executive directors). However, the Board as a whole retains ultimate responsibility for the Group’s approach to internal financial control and nothing in these Terms of Reference adjusts or limits such responsibility or should be interpreted as a departure from the principle of a unitary Board. Moreover, it should be clarified that it is the function of management to prepare the financial statements and of the external auditors to plan and conduct the statutory audit of the Group.

Terms of Reference of the Audit Committee

Audit Committee (AC)

Adrian John Lewis (Chair)

Lyn Grobler

Monique Hemerijck