Banks Remuneration Rules

Definitions SAMA: Saudi Central Bank. Rules: Banks Remuneration Rules. Senior Management: The functions, roles and responsibilities entrusted to those positions who take, propose and implement strategic decisions and manage the Financial Institution’s business processes including senior management positions that requires SAMA’s non-objection for appointment. Control Functions: Those functions that have a responsibility independent from management to provide objective assessment, reporting and/or assurance including risk management function, compliance function, and internal audit function. Misconduct: Conduct that falls short of expected standards, including legal, professional, internal conduct and ethical standards. Remuneration System: Bank’s internal remuneration policies and procedures including structure, roles and controls of the remuneration and the actual implementation and application thereof by the bank. In-year adjustment: Downward adjustment of an anticipated annual variable remuneration award to reflect the impact of a negative event or behavior. Malus: Permits the bank to reduce the value of all or part of deferred remuneration based on ex post risk adjustment before it has vested. Clawback: Under this process the individual has to return ownership of an amount of variable remuneration paid in the past or which has already vested to the bank under certain conditions. 2. Governance of Remuneration 1. Banks shall comply with all corporate governance requirements with regards to remuneration as specified by SAMA or any regulatory authority, as applicable. 2.1 Board of Directors Responsibilities 2. The Board of Directors (the Board) of a bank shall be responsible for the overall design and oversight of the remuneration system that promote prudent risk-taking behaviors and business practices and accordingly shall not delegate this responsibility to senior management. 3. The Board shall be ultimately responsible for promoting effective governance, sound remuneration practices, ethical behavior and compliance with laws, regulations, and internal conduct standards, and for ensuring accountability for misconduct; in addition to the following: a. Overseeing and holding senior management accountable for implementing and participating in the design of the remuneration system that effectively delineates how remuneration tools address misconduct risk or other imprudent risk taking behavior. b. Engaging actively with senior management, including challenging senior management’s remuneration assessments and recommendations if warranted when serious or recurring misconduct occurs and ensure that root cause analysis is performed, lessons learned are promulgated bank-wide and new policies are adopted, as necessary, to prevent it from happening again. 4. The Board shall ensure that senior management puts in place policies and procedures that ensure effective control and adherence to these rules, and any relevant Laws, Regulations, Principles and Standards. 5. The Board shall review and, if satisfied, approve the remunerations of the senior management based on the recommendations of the Nomination and Remuneration Committee. 6. The Board shall ensure that an annual review of the remuneration (internally through Internal Audit or externally commissioned by a recognized firm) is carried out independently without the intervention of senior management. The review must assess the compliance with these rules and any relevant Laws, Regulations, Principles and Standards, as well as the bank’s internal policies that are prepared according to these rules. The Board shall takes into account the results of such a review when making decisions related to remuneration, and could briefly disclose those results in the Board of Directors Annual Report.