Corporate Governance

The bank subscribes to the following principles of corporate governance:

Rights of shareholders and other stakeholders

The shareholders are the owners of the bank. However, except for approving certain critical strategic matters the Shareholders have no direct powers to manage it in any way but delegate this responsibility to the Board of Directors through the Articles of Association.

The Bank recognizes the legitimate rights of shareholders and other stakeholders (for instance, employees, customers and suppliers, community, competitors, creditors, etc.) and will ensure that such rights are protected and well observed.

Information Dissemination

The Bank recognizes the importance of the disclosure of information that is material to shareholders or investors' investment decisions, and will ensure the proper and timely disclosure of information.

Structure, Role and Responsibilities of the Bank's Board of Directors

The directors are appointed by the shareholders for two year terms to act on their behalf. The Articles provide that the Board shall consist of seven directors and that:

The Board of Directors is responsible for determining the strategy of the Bank and for conducting or supervising the conduct of its business and affairs. Its members shall act in the best interests of the Bank.

The powers of the Board of Directors are to be exercised collectively and no individual director shall have any power to give directions to the officers or employees of the Bank, to sign any contracts, or to otherwise direct the operations of the Bank unless specifically empowered to do so by a resolution of the Board of Directors.

Each Director shall have unlimited access to the books and records of the Bank during ordinary business hours.

The Board of Directors shall elect, by majority vote, one of its members to serve as Chairman who shall preside over meetings of the Board of Directors as well as the Annual General Meeting.

The Board of Directors assumes responsibility for corporate governance and for promoting the success of the bank by directing and supervising its business operations and affairs. The Board of Directors has the responsibility of performing its duties with care, circumspection and integrity, and overseeing the Bank so that it is in compliance with laws, the Bank's objectives and regulations, as well as the resolutions of shareholders' meetings. It also ensures that the necessary human resources are in place, establishes with management the strategies and financial objectives to be implemented by the management, and monitors the performance of management both directly and through the Board Committees.

The Board of Directors is required to establish an Assets and Liabilities Committee, an Audit Committee, a Governance Committee and a Risk Management Committee, and may establish such other committees as it deems necessary or desirable to carry on the business and operations of the bank. These Board Committees shall exist at the pleasure of the Board of Directors and all members of such committees shall be approved by the Board. The Committees themselves will not exercise any of the powers of the Board, except insofar as the Board may formally delegate such powers, but may make recommendations to the Board for their collective action.

A complete list of existing Board Committees, their membership and their activities during 2009 appears on pages 24-29 of this report. It should be noted that membership is not confined only to members of the Board but includes management and others as is considered appropriate to the role of the particular committee. However, the Chairman of a Board Committee must always be a member of the Board.

Internal Control and Risk Management

The Bank realizes the importance of internal control, risk management, and the proper and efficient monitoring of conduct of its businesses.

Code of Conduct and Business Ethics

The Bank recognizes the importance of establishing a code of conduct and business ethics which provides a standard of good practices for directors, employees and other persons acting on behalf of the Bank.