Compliance Matters

In principle, the candidates for the directorship at RCB Bank Ltd may be proposed by the current directors as well as shareholders. All candidates are considered by the Nominations Committee of the Board of Directors.

The Nominations Committee assesses the candidates according to the Directive on the Assessment of the Fitness and Probity of the Members of the Management Body and Managers of Authorised Credit Institutions of 2014 and the Governance and Management Arrangements Directive of 2014.

Upon the assessment, the Nominations Committee conveys its recommendations to the Board of Directors. The Board of Directors decides on the candidates taking into account these recommendations. When the decision is affirmative, the documents of the candidates are submitted through the Central Bank of Cyprus to the European Central Bank for their approval. Once the approval is received, the Board of Directors proceeds with the formal appointment, which is subsequently confirmed on the next annual general meeting of RCB Bank Ltd.

RCB Bank Ltd has adopted in full the independence criteria for the members of the Board of Directors set out in Appendix 1 of the Directive on the Assessment of the Fitness and Probity of the Members of the Management Body and Managers of Authorized Credit Institutions of 2014.

The Board of Directors holds regular meetings at least four times a year on a quarterly basis; when necessary, the Board of Directors holds additional meetings or passes written resolutions from time to time. Each member of the Board of Directors has to attend all meetings. The members of the Board of Directors may be allowed to be absent for not more than 2 consecutive meetings or 25 per cent of the meetings held during a year. Up until now, the Board of Directors has complied with the minimum attendance requirements.