Collegiate Committees

Audit Committee

• Role of the Audit Committee

The Audit Committee is a corporate, which supports the Board of Directors in monitoring and managing the internal checks and balances.

The committee will monitor the activities of both the audits (internal and external) and the internal comptroller of the institution, informing the Council of its findings.

The committee will ensure that both the financial and accounting information is conducted in accordance with the guidelines and provisions applicable to the institutions and with the accounting principles that apply.

Committee members are selected based on their high degree of professionalism.

The Audit Committee shall hold meetings at least quarterly, dutifully recording and signing the minutes as verification of all agreed upon actions.

The Board is the only entity that is permitted to both approve and remove the chairman of the Audit Committee.

The Audit Committee is comprised of three members of the Council and is chaired by an independent director. Should the committee meet in the absence of the president, the members shall appoint an independent board committee or alternate, to serve as chair for the session.

The Audit Committee has, but is not limited to, the following responsibilities:

- Corporate make-up, alignment and structure.

- The objectives and guidelines of the Internal operating System.

- The appointment of both the internal and external auditor, and additional services as indicated by financial findings

- The code of conduct developed by the Directorate General.

- Changes in accounting policies relating to registration, valuation of financial statement items and presentation and disclosure of the institution’s information, so that the latter is complete, correct, accurate, reliable and prepared in a timely manner by the General Director, and in accordance with applicable regulations. The committee may also propose the cited changes when deemed necessary for the institution, as dictated by the General Directorate.

To perform the following activities:

Routinely update the objectives of the internal control system, the implementation guidelines and manuals that are considered relevant to the operation according to the goals of the institution, which shall be prepared by the heads of the Internal Comptroller of the institution.

Review and monitor, under the direction of the auditing department heads, that the operating manuals adhere to the Internal Control System and are in accordance with the goals of the institution.

Review at least annually, based on the reports of the Internal and External Audit Department, that the internal audit program is carried out in accordance with appropriate quality standards in accounting and internal control, and that the activities of the Internal Audit Department are performed effectively.

Guarantee the independence of the Internal Audit Department from other business and administrative units of the institution.

Cross check that the implementation of the internal control system is supported by internal and external audits, evaluating their efficiency and effectiveness.

Update yearly, or when significant changes are made, the code of conduct so that they remain in line with the directives of the CEO

Subject to the approval of the CEO, update the annual work program of the Internal Audit Department.

Inform the Board of significant irregularities detected and, where appropriate, propose, take or implement corrective action.

Report to the Board, at least annually, the status the internal control system of the institution.

Risk Committee

President

Independent Director

CEO

Head of the Risk Management Unit

Internal Auditor (Right to Vote)

Secretary (Right to Vote)

• The Committee’s role

The Risk Committee was established by the Board of Directors to have oversight regarding risk management.

These policies and procedures - as well as the objectives of risk management - will be approved at least annually by the Board.

The Risk Committee has the following functions:

1.     Propose the following to the Board of Directors for approval:

a.     The objectives, guidelines and policies for comprehensive risk management.

b.     The limits for exposure to different types of risk

c.     The course of action to be used when corrective action is required.

d.     The circumstances, which may exist which will permit exception to global or specific limits.

2.     Approve:

a.     The specific limits for discretionary risks and tolerance levels for nondiscretionary risks.

b.     The methodology and procedures used to identify, measure, monitor, limit, control, report and disclose the different types of risk to which the institution is exposed.

c.     The models, parameters and scenarios to be used to carry out the evaluation, measurement and risk management proposed by the UAIR.

d.     The methodologies for the identification, valuation, measurement and risk management of new operations, products and services that the institution intends to offer to the market.

e.     Corrective actions proposed by the UAIR.

f.      Assessing aspects of comprehensive risk management for presentation to the Board and Commission.

g.     The manual for comprehensive risk management.

h.     The Biennial Technical Report with the results of the technical aspects of comprehensive risk management.

3.     Appoint/remove the head of the Risk Management Unit by vote of the Board of Directors.

4.     Report to the Board of Directors, at least quarterly, on the risk exposure assumed by the institution and the negative effects that would have during its operation, as well as the breach of both exposure limits and the established risk tolerance.

5.     Report to the Board of Directors on corrective actions taken.

6.     At all times, remain informed of all personnel involved in risk-taking of global and specific limits for discretionary risks, as well as tolerance levels for non-discretionary risks.

7.     Review at least annually:

a.     The specific limits for discretionary risks, as well as tolerance levels for non-discretionary risks.

b.     The methodology and procedures to identify, measure, monitor, limit, control, report and disclose the different types of risk to which the institution is exposed and any amendments thereto.

c.     The models, parameters and scenarios to be used to carry out the assessment, measurement and control of risks suggested by the UAIR.

8.     With the Council’s approval, adjust or authorize exceptions to exceed the specific limits of exposure, when the conditions and environment allow to do so. In the same terms, may request the Board of Directors adjustment or authorization to exceed the overall limits of exposure for different types of risk.

In addition, the Risk Committee has the support of the Risk Management Unit (RMU), which serves to identify, measure, monitor, and report quantifiable risks faced by the Bank in its operations.

Credit Committee

The Credit committee makes the final decision regarding credit applications and lending, in adherence to the credit policies of the institution, healthy banking practices and applicable laws.

CEO

Director of Business Development

Director of Finance and General Management

Credit Director

Director of the Treasury

Commercial Director (Voting Rights)

Counterparty Analysis Manager (Voting Rights)

Representative of the Legal Department (Voting Rights)

Representative of the Audit Department (Voting Rights)

Extended Credit Committee

CEO

Director of Business Development

Independent Director

Director of Finance and General Management

Credit Director

Director of the Treasury

Commercial Director (Voting Rights)

Counterparty Analysis Manager (Voting Rights)

Representative of the Legal Department (Voting Rights)

Representative of the Audit Department (Voting Rights)

Credit Committee of the Board

CEO

Director of Business Development

Independent Director

Independent Director

Independent Director

Independent Director

Independent Director

Independent Director

Independent Director (Voting Rights)

Credit Director (Voting Rights)

Representative of the Legal Department (Voting Rights)

Comptroller (Voting Rights)

Compensation Committee

President (Independent Counselor)

Independent Counselor

Head of the RMI

Representative of Human Resources

Representative of Finance and General Management

Secretary (Voting Rights)

Internal Auditor (Voting Rights)

The Compensation Committee shall have the duties listed in the Articles 168 Bis al 168 Bis 10, and other related and applicable provisions, and will perform the following functions, which are contained in Article 168 Bis 6 of the provisions, as listed below:

      I.        Propose for approval of the Board of Directors:

                     a.        The remuneration policies and procedures, as well as any modifications made to them;

                     b.        The employees or any personnel holding an office, agency, commission or any other legal title that the Company has been granted for the conduct of its operations, are subject to the compensation committee’s consideration.

                     c.        The special cases or circumstances which may exist in which to allow for the exemption of an application of approved remuneration policies.

     II.        Implement and maintain the remuneration system in the Company, which shall consider the differences between the various administrative, controlling and business units, and the risks inherent in the activities performed by people subject to the Remuneration System. For purposes of the provisions of this fraction, the Remuneration Committee shall receive and consider reports from the Risk Management Unit on risk implications of policies and procedures for remuneration.

    III.        Keep staff informed on remuneration policies and procedures at all times, thereby ensuring understanding by stakeholders of the methods for the determination, integration and delivery of their remuneration, risk adjustments that might apply to them, the deferral of their extraordinary salaries and other mechanisms applicable to their remuneration.

    IV.        Hiring, when deemed necessary, external consultants regarding compensation schemes and risk management, thereby avoiding any conflict of interest.

     V.        The Compensation Committee will report semiannually its finding to Board of Directors. They will include all instances of risk exposure, a review of the administrative units, control and employees. Their findings may result in an adjustment to the remuneration system of the Company.

Crisis and Contingencies Committee

President

Member

Member

Member

Member

Member

Member

Secretary (Voting Rights)

Function:

General Objective:

• Provide management, tactical and operational decisions for proper coordination and supervision of the recovery groups’ functions and be responsible for declaring a beginning and an end to a state of emergency.

Specific Objectives:

o Members of the Council will be part of a (central command unit) team that is entitled to declare a state of emergency.

o Shall have the responsibility for the Command Center in all things related to the declared emergency. Their duties will terminate with the operation’s recovery in each and every one of the business units

o Coordinate the efforts of the Immediate Response team.

o Provide direction for normalcy with regard to daily operation.

o Call the beginning and the termination of a state of emergency

o Inform the Board of Directors regarding any incident or relevant situation.

o Define strategies and / or scenarios to be proposed to the Board.

  • Propose to the Board of Directors the annual business plan and / or budget.