PASHA BANK ENG 20

Company Compliance Status Description Yes Partial No Exempted Not Applicable 4.2.3-The board has ensured the company has an internal control framework adequate for its activities, size and complexity. X 4.2.4-Information on the functioning and effectiveness of the internal control system is provided in the annual report. X 4.2.5 - The roles of the Chairman and Chief Executive Officer are separated and defined. X 4.2.7 - The board of directors ensures that the Investor Relations department and the corporate governance committee work effectively. The board works closely with them when communicating and settling disputes with shareholders. X 4.2.8 - The company has subscribed to a Directors and Officers liability insurance covering more than 25% of the capital. X The cost of liability insurance for managers does not exceed 25% of the capital of the Bank, and there was not a disclosure made on the PDP on this issue. 4.3. STRUCTURE OF THE BOARD OF DIRECTORS 4.3.9-The board of directors has approved the policy on its own composition, setting a minimal target of 25% for female directors. The board annually evaluates its composition and nominates directors so as to be compliant with the policy. X There has been no target rate and target time determined for the female member rate in the Board of Directors. As at 2020 year-end, two female directors sit on the Board of Directors and a rate of 25% was attained. 4.3.10-At least one member of the audit committee has 5 years of experience in audit/accounting and finance. X 4.4. BOARD MEETING PROCEDURES 4.4.1-Each board member attended the majority of the board meetings in person. X Due to the COVID-19 pandemic, majority of the board meetings are held in the form of videoconference. 4.4.2-The board has formally approved a minimum time by which information and documents relevant to the agenda items should be supplied to all board members. X 4.4.3 - The opinions of board members that could not attend the meeting, but did submit their opinion in written format, were presented to other members. X Annual Report 2020 PASHA Bank Information on Management and Corporate Governance Practices 75