Compensation Policy at Banking Corporations

Israel
Banking Supervision Department

Jerusalem, 29 Kislev 5774
November 19, 2013
Circular No. 2403-06-H

To:
Banking Corporations and Credit Card Companies

Subject: Compensation Policy at Banking Corporations (Prudential Banking Supervision Directive No. 301A-6)

Introduction

Inadequate compensation arrangements that create incentives encouraging the taking of excessive risks were among the factors that contributed to the global financial crisis that endangered the financial stability of banking institutions. As part of the lessons learned from this crisis, international supervisory bodies have published guidelines on sound compensation practices and corporate governance principles in this area to ensure that compensation arrangements at banking institutions are consistent with the framework of risk management and long-term objectives.
This directive sets rules aimed at ensuring that compensation arrangements at banking institutions are consistent with the framework of risk management and long-term objectives, in accordance with the law and the Prudential Banking Supervision Directive No. 20 (Amendment) (Companies Law, 5772-2012) (hereinafter: "the Amendment"). The Banking Supervision Department will continue to follow the documents of the Financial Stability Forum (FSF/FSB) issued in April and September 2009, "Principles for Sound Compensation Practices and Implementation Standards" and "Compensation Principles and Standards Assessment Methodology", and from January 2010, the European Directive DIRECTIVE 2013/36/EU, and will update and review the guidelines of international bodies in accordance with them for this purpose.
The directive contains requirements regarding:
(a) The roles of the Board of Directors and the Compensation Committee of banking institutions, including compensation policies and documentation and controls; (b) Determining the maximum ratio of variable compensation among core employees, including groups thereof, including deferral of variable compensation payments, granting of fixed compensation and share-based instruments, and shares vesting over several years.
Following the enactment of this directive and its entry into force following the Amendment to Directive No. 20, amendments were made to Prudential Banking Supervision Directive No. 301 "Board of Directors".
After consultation with the Advisory Committee on Banking Matters, and with the approval of the Governor, I have amended and issued this directive regarding the compensation policy at banking institutions, as detailed below.

Main Directive: Prudential Banking Supervision Directive No. 301A (Compensation Policy at Banking Corporations)

Application

This directive applies to all banking institutions, except for foreign banks. It also applies to entities under the control of a banking institution listed in Sections 11(1)(a)(3), 11(1)(a)(11), and 11(1)(b)(11) of the Banking (Licensing) Law, 5741-1981, except for entities incorporated outside Israel, and except for any entity whose compensation is not paid to any employee holding a position in it.

Explanatory Remarks

As detailed above, certain types of entities were exempted from the application of this directive regarding the need for foreign banks to be subject to specific arrangements without undermining the essence of the directive. Additionally, as stated in Section 8 of this directive, entities will be subject to requirements regarding group-wide policy. This directive does not apply to an entity under the control of a banking institution whose employees' compensation is not paid by the controlling bank, for example, where the employees of the controlled entity are employees of the parent bank.

Definitions

The following definitions were established for the purposes of this directive (Section 4):
(a) "Compensation Policy";
(b) "Outsourcing";
(c) "Senior Position Holder";
(d) "Core Employees";
(e) Distinction between "Compensation" and "Fixed Compensation" and "Variable Compensation", and between "Compensation of an Affiliated Employee" and "Compensation".

Explanatory Remarks

The definition of "Core Employees" refers to those whose activities may have a material impact on the risk profile of the banking institution. The directive provides a general definition of the banking institution. The need to expand this definition may be examined in light of the specific conditions of certain employees. There is an option to exclude employees meeting certain conditions from the definition of "Core Employees". This definition is intended for use in quantitative requirements.
The definition of "Compensation of an Affiliated Employee" refers to compensation conditional on meeting all of the following conditions: Fixed Compensation is defined as compensation determined in advance in an agreement (including meeting targets), the amount of which is fixed, and the classification of this compensation as variable or fixed does not depend on the timing of its vesting. Payment means of compensation include cash, shares, etc.

The role of the Board of Directors

It is the role of the Board of Directors to deliberate, decide, and approve, upon the recommendation of the Compensation Committee, the compensation policy of the banking institution, and to supervise its implementation. After considering the recommendations of the Compensation Committee, the Board shall also deliberate and approve the principles of compensation agreements and the compensation terms of senior position holders and employees of the banking institution who are not senior position holders (Section 5 of this directive).

Explanatory Remarks

This directive clarifies the responsibility of the Board of Directors regarding the compensation policy of the institution, including its determination in a manner consistent with effective risk management and maintaining the institution's capital base and resilience.

Compensation Committee

The Board of Directors shall appoint a Compensation Committee, whose composition and functions are specified in Prudential Banking Supervision Directive No. 301 "Board of Directors" (Section 6 of this directive).

Explanatory Remarks

In addition to complying with the requirements of the Amendment to Directive No. 20, a banking institution shall meet other requirements regarding the composition and functions of the Compensation Committee as specified in Prudential Banking Supervision Directive No. 301.

Compensation Policy

The compensation policy shall apply to all employees of the banking institution and to all types of compensation, and shall be based on a broad basis, taking into account organizational considerations. It shall require approval by the Board of Directors at least once a year and shall include, at a minimum, detailed procedures responding to the following topics: to inform employees in advance of the principles of the policy regarding how their performance will be measured. The policy shall also cover principles regarding variable compensation and the terms of engagement with third parties and their compensation. The policy shall not involve the participation of a director or a core employee, except for the involvement of risk management bodies, except for the involvement of senior executives or those at the same level as their compensation agreements or compensation policy. In determining the policy, it shall ensure that the total amount of the variable component does not limit the ability of the banking institution to maintain its capital resilience at all times (Section 9(b) of this directive).

Explanatory Remarks

The compensation policy shall be defined in advance, including the mechanism at its base, in accordance with the guidelines and long-term orientation included in this directive.

Group-wide Compensation Policy

A controlling banking institution shall determine principles for a group-wide compensation policy and supervise their implementation. The board of directors of a controlled entity shall take into account the principles of the group-wide compensation policy established by the controlling banking institution. The board of directors of the controlling banking institution shall ensure that the group-wide compensation policy principles are as consistent as possible with the best interests of the controlled entity (Section 8 of this directive, Section 11 of the Companies Law).

Explanatory Remarks

In addition to the application of this directive at the level of the banking institution and its controlled entities, a group-wide perspective is required. This is reflected in the determination of group-wide policy principles and supervision of compliance with them.

Controls, Documentation, and Audit

A banking institution shall maintain ongoing controls to ensure compliance with the policy and procedures regarding compensation. The risk management bodies involved in the development of the compensation mechanism shall also be involved in the audit and control functions. Their purposes shall be to examine the effectiveness of the compensation mechanism and all its components in an adequate manner. The application of the compensation policy shall be examined at least once every two years (Section 9 of this directive).

Explanatory Remarks

The requirements are not intended to create a gap between the existing compensation policy and the objectives they are designed to achieve. Controls and audit involving employees engaged in risk management shall be able to form part of the mechanism. Additionally, independent review dependent on the compensation control is also required, as well as ongoing examinations of the effectiveness of compensation agreements and mechanisms.

Compensation of Employees Engaged in Risk Management, Controls, and Audit

The compensation of employees engaged in risk management, controls, and audit shall be determined according to standards that take into account the importance and sensitivity of the tasks assigned to them, and shall not depend on the results of the business areas they monitor, audit, or supervise (Section 10 of this directive).

Explanatory Remarks

The requirements are intended to ensure that the compensation of employees engaged in risk management, controls, and audit is appropriate and based on relevant goals for their role.

Compensation Mechanism for Core Employees

(a) General Principles of Variable Compensation Compensation shall be adapted to all types of risks, including hard-to-measure and quantify risks. The banking institution shall be required to use several approaches to make compensation more sensitive to risks, taking into account the time horizon used to measure risks, as specified in this directive. The scope of compensation affected shall depend on the quality of performance measurement, the employee's role, and level. The requirements of this directive apply to other banking institutions in practice, where the realization of risks exceeds the aggregate amount of the variable compensation component of each core employee in each calendar year (Sections 12 to 16 of this directive).

Explanatory Remarks

The compensation policy of the banking institution shall link variables between risks and compensation in the planning mechanism to ensure consistency with the framework of risk management and long-term objectives.

(b) Method of Granting and Paying the Variable Component The granting and payment of variable compensation shall depend on pre-determined criteria for meeting pre-determined criteria. The mix of means of granting and paying the variable compensation shall also meet the criteria to create long-term value and be adapted to the risk management of the banking institution (Section 12 of this directive).

Explanatory Remarks

The variable compensation shall not encourage the banking institution to meet its objectives but rather to encourage the taking of exceptional risks. The criteria for granting and paying them shall be defined in advance and adapted to these purposes.

(c) Limiting the Variable Component as a Function of Fixed Compensation The fixed compensation shall constitute a significant part of the total compensation to allow the operation of the compensation policy. This includes the possibility of paying variable compensation that is not fully flexible and adapted to performance. The banking institution shall determine appropriate ratios between fixed and variable compensation, subject to exceptional conditions. The maximum variable compensation shall not exceed 100% of the fixed compensation for any employee. The maximum variable compensation that can be determined shall reach up to 200% of the fixed compensation, for employees in functions supporting controls, audit, and risk management, the ratio shall favor fixed compensation compared to this ratio in business functions (Section 13 of this directive).

Explanatory Remarks

The banking institution shall maintain a balance between the fixed component and the variable component of compensation. This directive determines the cap on the variable component as a function of the fixed component. The directive is intended for employees in functions supporting controls, audit, and risk management, depending on their role fulfillment.

The Banking Supervision Department intends to publish a directive in the future regarding supervision reporting on this matter, which is intended to be published by the EBA.

(d) Deferral of Payment of Variable Compensation over Several Years The payment of any variable compensation shall be subject to deferral arrangements that meet the conditions specified in this directive (Section 14 of this directive).

Explanatory Remarks

The deferral of variable compensation payment is required because the financial risks involved are usually realized over several years. Therefore, a long-term perspective is required, and achieving goals may take several years. The deferral requirement does not apply when the aggregate amount of variable compensation granted for the calendar year does not exceed the threshold set in this directive (1/6 of the fixed compensation in that year). If the variable compensation exceeds the threshold, the deferral mechanism shall be applied to all variable compensation in that year.

(e) Granting of Variable Compensation in Shares and Share-Based Instruments At least 50% (a) of the aggregate amount of variable compensation granted for a calendar year to a senior position holder shall be granted in the form of shares or share-based instruments that vest over several years, in accordance with performance during this period, as defined in the Companies Law. It was clarified that in the case of granting variable compensation through options, the Compensation Committee shall hold a reasoned discussion to present and justify to the Board of Directors why this means is preferable to shares (Section 15 of this directive).

Explanatory Remarks

In some cases, payments in shares and share-based instruments may link better between the performance of certain employees and the banking institution. Therefore, the requirement to comply with these instruments shall apply to the aggregate amount of variable compensation granted through them. Additionally, payment through these instruments does not replace the deferral requirement.

(v) Other Compensation
(a) A banking institution shall not grant or pay variable compensation that is not essentially variable, except:

A signing bonus for a new core employee in the banking group, limited to the first year of employment, conditional only on completing the defined employment period to ensure continuity.
A retention bonus or stay bonus, which is not a variable compensation conditional on performance, and therefore does not constitute part of the compensation plan of the banking institution.

Explanatory Remarks

The payment or granting of variable compensation under the guise of fixed compensation is not consistent with risk management. Therefore, there is no principle or adequate risk to grant or pay them as compensation for performance.

(b) Compensation upon termination of employment shall determine the terms of employment for all employees of the banking institution. In determining these terms, actual performance shall be taken into account within the time of termination of employment and the reason for it. These compensation payments shall be subject to deferral arrangements for variable compensation to ensure that they do not encourage the taking of additional risks ex post (Section 16(b) of this directive).

Explanatory Remarks

Compensation upon termination of employment shall determine the terms of employment for all employees of the banking institution. Therefore, variable compensation shall be viewed as not compensating for exceptional risks or failures. It is appropriate not to compensate over the period of employment and after termination of employment. The term "termination of employment" also includes retirement for pension, for any reason other than retirement, including severance pay, redundancy payments, early pension arrangements, and other types of compensation.

Method of Payment to Core Employees

Compensation to core employees shall be paid directly to these employees, except for directors, and not through any other body or entity (Section 17 of this directive).

Explanatory Remarks

A core employee of a banking institution who receives compensation through any body or company (e.g., a company) should not receive compensation for that employee directly, but rather receive the compensation intended for that employee directly.

Factors Between Employees and Customers

(a) Variable compensation of employees of the banking institution engaged in the sale or marketing of products or services, or providing advice or services to customers, shall be consistent with risk management. In particular, they shall not encourage unfair treatment of customers in the context of the relationship with the customer.

(b) A banking institution shall ensure that the terms of engagement with outsourcing factors do not include mechanisms that increase the exposure of the institution to risks or conflicts of interest between the institution and its customers or between the outsourcing service provider and its customers.

Explanatory Remarks

Mechanisms in compensation agreements or engagement with factors between employees and customers of the banking institution may create incentives to take risks or conflicts of interest. For example, if the service provider acts in accordance with the interests of the institution (e.g., legal service for collection), the banking institution shall take into account whether this encourages the sale of inappropriate products to customers. These shall be considered during the planning and approval of compensation terms and engagement with these factors.

Amendment to Prudential Banking Supervision Directive No. 301

(a) The roles of the Board of Directors regarding compensation were updated in Sections 6(a), 6(b), and 6(t) (Section 18(a) of this directive).

(b) The Compensation Committee shall recommend to the Board of Directors the compensation of the Internal Auditor based on the recommendation of the Audit Committee (Section 6(k) and Section 36(b) of this directive).

(c) The indemnity and insurance for position holders was transferred to the end of Section 14 (Section 38(a)(3) of this directive).

(d) The Board of Directors shall deliberate on the assessment of the performance of the compensation policy for one year (Section 18(a) of this directive).

(e) The Compensation Committee, in a special composition, shall be required regarding compensation agreements for core employees (Sections 34(b) and 38-6 of this directive).

(v) The Compensation Committee shall recommend to the Board of Directors the compensation policy and the principles of compensation agreements for employees who are not senior position holders of the banking institution. The Committee shall also approve the general assembly, if required, the terms of engagement with senior position holders regarding their compensation, before the Board of Directors approves. The Committee shall be responsible for the planning of the compensation policy and shall submit its assessments to the Board of Directors regarding the effectiveness of the compensation mechanisms and policy and compliance with supervisory requirements (Section a38 of this directive).

Explanatory Remarks

The requirements regarding the composition and functions of the "Compensation Committee" shall be added. From now on, it shall be called the "Compensation and Remuneration Committee". With this Amendment to Directive No. 20, these requirements shall be based on the compensation agreements of all employees, except core employees, and the compensation of the Committee may be expanded to include additional directors. The expanded Committee shall be called the "Expanded Committee".

Transitional Provisions

(a) The requirements of this directive shall apply to compensation policies determined from the date of publication of this directive and no later than June 30, 2014.

(b) The requirements of this circular shall apply to specific compensation agreements of core employees as follows:

Agreements approved after the publication of this directive, including changes or extensions, shall apply from the date of publication of this directive.
Agreements approved between the publication date of the draft directive (June 3, 2013) and the publication of this directive shall apply no later than June 30, 2014.
Agreements approved before June 3, 2013, shall apply no later than December 31, 2016.

Commencement

The commencement of this directive is on the day of its publication (November 19, 2013).

Cancellation

The letter from the Supervisor dated April 5, 2009, regarding the compensation policy at banking institutions, is cancelled from the date of commencement of this directive.

Update of the Manual

The following updates shall be made to the Prudential Banking Supervision Manual:

Page to Insert | Page to Remove
(11/13) [1] 301A-1-9 ------
(11/13) [18] 301 - 1-43 (12/12) [17] 301 - 1-42

With utmost respect,

David Zaken
Supervisor of Banks

(11/13) [1] Prudential Banking Supervision Manual: Supervisor of Banks 301A – 1 Page Compensation Policy at Banking Corporations

Compensation Policy at Banking Corporations

Introduction

Inadequate compensation arrangements that create incentives encouraging the taking of excessive risks may endanger the financial stability of the banking institution. Adequate compensation arrangements are considered part of good corporate governance principles. Adequate compensation arrangements help achieve the principles of maintaining public confidence in the banking system. This directive sets rules aimed at ensuring that compensation arrangements at banking institutions are consistent with the framework of risk management and long-term objectives of the banking institution.
It is clarified herein that these directives add to the provisions of the Companies Law, 5759-1999 (hereinafter: "the Companies Law"), to remove any doubt.

Application

This directive shall apply to:
A banking institution as defined in the Banking (Licensing) Law, 5741-1981 (hereinafter: "the Banking Law"), except for a foreign bank.
An entity specified in Sections 11(1)(a)(3), 11(1)(a)(11), and 11(1)(b)(11) of the Banking Law, which is a banking institution, whether directly or indirectly, under the control of a banking institution, except:
An entity incorporated outside Israel.
Any entity whose compensation is not paid to any employee holding a position in it.

(b) Although the proviso to Section 1(a) above requires the foreign bank to ensure that the compensation arrangements do not create incentives encouraging the taking of excessive risks, and that there are adequate controls in this regard, the Supervisor may determine certain different provisions for the application of the following provisions to certain entities.

Definitions

For the purposes of this directive:
"Compensation Policy" - policy regarding the compensation of employees of the banking institution and senior position holders in it.
"Outsourcing" - as defined in Section 42 of Prudential Banking Supervision Directive No. 350 "Risk Management", "Operational".

(11/13) [1] Prudential Banking Supervision Manual: Supervisor of Banks 301A - 2 Page Compensation Policy at Banking Corporations

"Senior Position Holder" -
(a) "Position Holder" as defined in the Companies Law; (b) The following, in addition to the prohibition on compliance: Internal Auditor, Chief Financial Officer, Chief Accountant, Head of Human Resources, Head of Risk Management, Head of Anti-Money Laundering, Legal Counsel, Head of Information Technology Management, and any other person performing a different title or role in the banking institution, and also a single employee employed in the banking institution who holds more than five percent of the nominal capital of the shares or voting rights, or has effective control over the banking institution without being a controlling interest as defined in Section 37 of the Securities Law, 5728-1968.

"Core Employees" -
(a) Any person whose activities may have a material impact on the risk profile of the banking institution. The banking institution shall define this within the compensation policy. At a minimum, it shall include:

Any senior position holder included in this group.
Any person who is not a senior position holder and meets at least one of the following conditions:
He is the direct manager of the "Manager" or the "Manager" is his direct manager.
The aggregate amount of compensation of the affiliated employee of the banking institution exceeds 1,500,000 NIS for the current year or the preceding year.
Groups of employees subject to compensation arrangements that may, in aggregate, expose the banking institution to material risk, even if each employee individually does not expose the institution to material risk.

The requirements to apply to core employees do not apply to core employees who are not "Position Holders" but are subject to the Amendment to the Companies Law (5772-2012), provided that at least one of the following conditions is met:

Their compensation is determined by a collective agreement.
They are not senior position holders and meet both of the following cumulative conditions:
The variable compensation of the affiliated employee does not exceed 20% of the total annual compensation for the current year or the preceding year.
The aggregate annual compensation of the affiliated employee does not exceed 500,000 NIS for the current year or the preceding year.

(11/13) [1] Prudential Banking Supervision Manual: Supervisor of Banks 301A - 3 Page Compensation Policy at Banking Corporations

"Compensation" - including employment or tenure conditions, retirement benefits, indemnity, release from obligation, insurance, and any other payment or benefit given in connection with the aforementioned employment or tenure.

"Compensation of an Affiliated Employee" - shall include:
(a) Salaries (as defined in the reporting regulations to the public, according to pay slips); (b) Employer contributions to various social security funds (e.g., pension contributions, severance pay); (c) Employer payments to various authorities (e.g., National Insurance); (d) Expenses arising from transactions involving share-based payments granted to the affiliated employee.

"Fixed Compensation" - a compensation whose granting is not conditional on performance, determined in advance, and whose monetary amount is fixed and not dependent on the means of payment (e.g., monthly salary, payment in cash, shares, etc.).

"Variable Compensation" - any compensation that is not fixed compensation.

Roles of the Board of Directors

(a) The Board of Directors of the banking institution shall deliberate, decide, and determine, upon the recommendation of the Compensation Committee, the compensation policy, including criteria for evaluating performance and supervising its implementation. The compensation policy shall be clear and well-documented.

(b) The compensation policy shall ensure that it promotes the achievement of the institution's objectives, is consistent with effective risk management, does not encourage the taking of excessive risks or risk-taking beyond appetite, and allows for the maintenance of a solid capital base.

(c) The Board of Directors shall examine the compensation policy from time to time, adapting it as necessary, in light of material changes in circumstances or other reasons.

(d) The Board of Directors shall deliberate and approve, upon the recommendation of the Compensation Committee, the engagement terms with senior position holders of the banking institution.

(e) The Board of Directors shall deliberate and approve, upon the recommendation of the Compensation Committee, the principles of compensation agreements for employees of the banking institution who are not senior position holders.

Compensation Committee

The Board of Directors of a banking institution shall appoint a Compensation Committee, whose composition and functions shall be as required by Sections 38 and 38-6 of Prudential Banking Supervision Directive No. 301, even if this directive does not apply to the entity.

Compensation Policy

In determining the compensation policy, the banking institution shall comply with the following requirements (in conjunction with the requirements of Section 118(a1) of the Companies Law, which does not apply to it, and Section 267 of the First Addendum to Directive No. 267):

(a) The compensation policy shall be based on a broad basis and shall require annual approval by the Board of Directors. In addition, the annual discussion on the assessment of the policy's performance shall be held at least once every three years (Section 18(a) of this directive, in accordance with Prudential Banking Supervision Directive No. 301).

(b) The compensation policy shall apply to all employees of the banking institution and to all types of compensation.

(c) The compensation policy shall also be based on organizational considerations, such as the total cost of compensation, and the desirable compensation gaps between different levels, etc.

(d) The compensation policy shall be formulated clearly and shall include, at a minimum:

The definition of "Core Employees";
A description of the compensation mechanisms for different groups of employees, such as core employees and senior position holders;
A description of the central bodies involved in planning, approval, implementation, and monitoring of the compensation policy, the significant information sources feeding these bodies, and the compensation mechanism supporting them.

(e) The banking institution shall bring the central principles of the compensation policy to the attention of employees, to inform them in advance of how their performance will be measured and how they will be compensated.

(f) The compensation policy shall also include principles regarding variable compensation and the terms of engagement with third parties, in accordance with Section 18 below, regarding factors between employees and customers of the banking institution.

(g) The planning of the compensation policy or compensation agreements shall not involve the participation of a director or a core employee, except for the involvement of risk management bodies, except for the involvement of senior executives or those at the same level as their compensation agreements or compensation policy.

(h) In determining the policy, it shall ensure that the total amount of the variable component does not limit the ability of the banking institution to maintain its capital resilience at all times. The Supervisor may order a restriction on the payment of the variable component as a percentage of net profits when it is not consistent with maintaining a solid capital base.

Group-wide Compensation Policy

(a) A controlling banking institution (hereinafter: "Controlling Banking Institution") shall determine principles for a group-wide compensation policy.

(b) The Controlling Banking Institution shall supervise the implementation of the group-wide compensation policy principles and ensure the adequacy of controls on the compensation mechanism in "outsourcing" and branches of controlled entities.

(c) The board of directors of the controlled entity shall take into account the principles of the group-wide compensation policy established by the controlling banking institution. The board of directors of the controlling banking institution shall ensure that they are as consistent as possible with the best interests of the controlled entity, in accordance with Section 11 of the Companies Law.

(d) "Outsourcing" and branches of controlled entities shall make adaptations to the group-wide compensation policy principles in accordance with their circumstances and report to the controlling banking institution.

Compensation Policy at Banking Corporations

a) The banking corporation shall maintain up-to-date controls and documentation to ensure that the compensation policy and mechanisms are implemented in accordance with the regulations, and that the compensation measures and risk outcomes actually implemented are consistent with the risk indicators. It shall make adjustments to the planned mechanism as needed.

b) The risk management, control, and audit functions involved in developing the compensation mechanism shall examine the risk indicators and proposed performance metrics to ensure the completeness of risk coverage. They shall assess the effectiveness of the compensation agreements through analysis of risk-taking outcomes and their mechanisms. For this purpose, the control functions shall include compliance, human resources, and other relevant functions.

c) The risk management, control, and audit functions shall be independent and have appropriate authority. To ensure their influence on the compensation mechanism as stated in paragraph (b) above, they shall not approve transactions, nor shall they be employees who may receive compensation related to their controls.

d) The banking corporation shall document the compensation agreements and the compensation mechanism in all its components to enable the conduct of controls and audits between them. The criteria shall be documented to examine the effectiveness of the mechanism and its results, and its degree of compliance with the requirements of this provision and all regulations.

(11/13) [1] Supervisor of Banks on Banks: Banking Management Standard Compensation Policy at Banking Corporations - 301A - 6

e) The internal audit function shall review the compensation policy at least once every two years, in accordance with Section 21 of Banking Management Standard No. 307, "Internal Audit."

Compensation of Employees Engaged in Risk Management and Control

a) The compensation of employees engaged in risk management and control shall be determined according to standards that consider the importance and sensitivity of the roles assigned to these employees. The banking corporation may employ employees who are suitably compensated, trained, and experienced.

b) The performance measurement of these employees shall be based on achieving the objectives of the functions in which they work. The compensation of these employees shall not depend on business outcomes, as they monitor, supervise, or audit business activities.

Compensation Mechanism for Key Employees

General Principles of Variable Compensation

a) The compensation shall be adapted to all types of risks, including those difficult to measure, taking into account the quantity and ownership required to support the risks to which the corporation is exposed. This includes liquidity risk and ownership in banking businesses.

b) There are several approaches to making compensation more risk-sensitive, including deferring payments, extending the performance measurement period, and adapting them to the realization of risk. Since each approach has advantages and disadvantages, the banking corporation may impose on the employee risk payments related to their activity, and shall combine the approaches.

c) The risk adaptations shall take into account the time horizon used to measure performance and quality, in addition to the risk adaptations being adapted to the employee and their role.

d) The compensation mechanism shall determine that the scope of compensation affected by the realization of actual risks, particularly, shall allow for the cancellation or reduction of variable compensation to maintain the stability of the banking corporation, such as in cases of negative performance, decline in income or profits, or failure to meet goals. These adjustments shall be made in both the fixed and variable components of compensation, in accordance with the deferred previous years.

e) The banking corporation shall require key employees not to enter into private hedging arrangements that negate the sensitivity to risk inherent in their compensation, in accordance with this requirement to ensure compliance with these arrangements.

f) The banking corporation shall ensure compliance with the requirements of Sections 12 to 16 below on the total base of components. The variable compensation of each key employee shall not exceed a certain percentage of the total compensation in each calendar year.

(11/13) [1] Supervisor of Banks on Banks: Banking Management Standard Compensation Policy at Banking Corporations - 301A - 7

b) Method of Granting and Paying the Variable Component

a) The granting and payment of variable compensation shall depend on meeting pre-determined criteria, which shall comply with the following conditions:

The criteria shall be based on a combination of the employee's performance and the performance of the single business unit, reflecting all components of the banking corporation's overall performance. They shall not refer to the contribution of the single business unit to the total value of other business units, detached from the banking corporation as a whole.
The criteria shall include financial variables, such as risk-adjusted return on capital and cost of capital. Appropriate weight shall also be given to non-financial variables, including compliance with general goals, risk management in the banking corporation, compliance with legislation, and regulatory requirements of the banking corporation.
The performance assessment shall be based on long-term performance indicators.

b) The mix of instruments used to grant and pay variable compensation (shares, cash, share-based instruments, and others) shall be consistent with the risk management of the banking corporation and the creation of long-term value. Accordingly, the banking corporation shall determine a minimum vesting or holding period for share-based instruments or shares, as specified in Section 15 below.

c) Limitation of Variable Compensation as a Function of Fixed Compensation

a) The fixed compensation shall constitute a significant part of the total compensation, allowing for the operation of a flexible variable compensation that is fully performance-linked, including the possibility of not paying any variable compensation.

b) Appropriate ratios between fixed and variable compensation shall be determined in accordance with the following:

The maximum variable compensation shall not exceed 100% of the fixed compensation for any employee.
Despite the above, the banking corporation may determine exceptions under which the maximum variable compensation may reach up to 200% of the fixed compensation, accompanied by a detailed and justified decision submitted to the Board of Directors. This decision shall include, among other things, a specification of the reasons, the number of employees affected, their role and influence on the banking corporation.

c) In determining the appropriate balance between fixed and variable compensation, consideration shall be given to experience, expertise, seniority, responsibility, skills, and performance of the employee, as well as the need to encourage behavior supporting the long-term financial soundness and risk management of the banking corporation.

d) The ratio between fixed and variable compensation for employees in risk management, control, and audit functions shall lean more in favor of fixed compensation compared to this ratio among employees in business functions.

d) Deferral of Payment of Variable Compensation over Several Years

a) The payment of any variable compensation shall be subject to deferral arrangements, which shall comply with the following conditions:

At least 50% of the total variable component granted to the key employee in the relevant calendar year shall be deferred. The percentage of the deferred component shall increase according to the seniority and role of the key employee, as well as the total absolute amount of the variable compensation.

b) The deferral period for the total variable component granted in a calendar year shall not be less than three years. The period shall increase according to the seniority and role of the key employee, as well as the total absolute amount of the variable compensation.

c) The vesting rate for the total variable component granted in a calendar year shall be faster than linear.

d) Actual payment of deferred variable compensation, both financial and non-financial, shall be adjusted to performance as realized ex-post during the period.

e) The termination of employment shall not lead to early payment of deferred compensation under deferral arrangements.

f) Despite the above, when the total variable compensation granted in the calendar year does not exceed 1/6 of the fixed compensation, there is no obligation to defer the payment of the same variable compensation in that year.

e) Granting of Variable Compensation in the Form of Shares and Share-Based Instruments

a) At least 50% of the total variable compensation granted to a key employee in a calendar year shall be granted in the form of shares or share-based instruments, vesting over several years in accordance with performance, as defined in the Companies Law.

b) In the case of granting variable compensation through options, the Remuneration Committee shall hold a reasoned discussion and present the reasons to the Board of Directors why this means is preferable to shares.

f) Other Compensation

a) The banking corporation shall not grant variable compensation that is not essentially performance-linked, except for a signing bonus for a new key employee in the banking group, limited to the first year of employment.

For this purpose, a conditional bonus is intended only upon completion of the pre-defined employment period (e.g., retention bonus or staying bonus) to ensure continued employment with the banking corporation. Therefore, it does not constitute part of the compensation program of the banking corporation and is not performance-linked.

b) The banking corporation shall determine the terms of employment regarding compensation upon termination of employment, taking into account the actual performance and the reason for termination of employment. Such compensation shall be classified as variable compensation and subject to deferral arrangements. The minimum period for the departure of a key employee shall not be less than 3 years, and shall increase according to the seniority and role of the employee, as well as the implementation of mechanisms to discourage excessive risk-taking (post-ex-post performance adjustment).

Method of Payment to Key Employees

All compensation to key employees, except directors, shall be paid directly to these employees and not through any other body or corporation.

Interactions Between Employees and Customers

a) The variable compensation of employees of the banking corporation engaged in the sale or marketing of products or services shall be consistent with the provision of advice or services to customers of the banking corporation. In particular, these compensation shall not encourage the banking corporation to sell inappropriate products to customers, such as the provision of misleading or incomplete information, and so on.

b) The banking corporation shall ensure that the terms of outsourcing contracts with customers include mechanisms that increase or do not increase the corporation's exposure to risk, such as in the case of employees of lenders, sales promoters, or lawyers dealing with customers, to prevent conflicts of interest between the corporation and its customers or the outsourced service provider.

Updates

Version No. 06
Date: 19.11.13
Source: Order No. 1, 2403

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Board of Directors

Chapter A: General Provisions

301-3 Introduction .1
301-3 Application .2
301-3 Definitions .3
301-4 Approval of Office Holders .4

Chapter B: Functions and Powers of the Board of Directors

301-5 Functions of the Board of Directors .5
301-5 Subjects the Board of Directors Must Discuss and Decide .6 301-7 Repealed .7 301-7 Business Status of the Banking Corporation .8 301-8 Exceptional Events .9 301-8 Supervision and Control Mechanisms over Controlled Corporations .10 301-9 Audit and Control Functions .11 301-9 General Manager .12 301-9 Senior Management .13 301-9 Repealed .14 301-9 Code of Ethics .15 301-10 Conflicts of Interest .16 301-10 Activities Lacking Transparency .17 301-10 Frequency of Discussions .18 301-11 Approval and Follow-up of Implementation Means .19 301-11 Meetings Without Presence of Corporation Management .20 301-11 Delegation of Powers to Board Committees .21

Chapter C: Composition of the Board of Directors

301-13 Number of Directors .22
301-13 Employees of the Banking Corporation as Directors .23 301-13 External Directors .24 301-14 Banking Experience and Financial and Accounting Expertise .25 301-14 Place of Meeting of Directors .26 301-14 Renewal of Approval of Appointment as Director .27

Chapter D: Chairman of the Board of Directors

301-15 Chairman of the Board of Directors .28
301-15 Non-Resident Chairman of the Board of Directors .29

Chapter E: Qualification to Serve as a Director

301-16 Director Qualification .30
301-16 Determination of Conflicts of Interest .31 301-16 Other Occupations .32

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Chapter F: Board of Directors Committees

301-17 Mandatory Committees .33
301-17 Composition and Methods of Work of Board Committees .34 301-17 Composition and Methods of Work – Audit Committee .35 301-18 Functions – Audit Committee .36 301-20 Transactions with Related Persons Committee .37 301-20 Composition and Methods of Work – Remuneration Committee .38 301-20 Functions – Remuneration Committee .38 301-22 Risk Management Committee .39

Chapter G: Board of Directors Meetings

301-23 Frequency of Meetings 40.
301-23 Presence at Board of Directors Meetings .41 301-23 Notices and Background Materials for Meetings .42 301-24 Quorum and Voting .43 301-24 Agenda .44 301-24 Minutes .45 301-24 Participation of Internal Auditor in Meetings .46 301-24 Determination of Additional Working Procedures .47 301-25 Replacement .48 301-25 Holding Meetings via Communication .49 301-25 Adoption of Decisions Without Assembly .50

Chapter H: Practices for Effective Functioning of the Board of Directors

301-26 Requirements from Directors .51
301-26 Right of Director to Receive Information .52 301-26 Professional Assistance to the Board of Directors .53 301-27 Right of Signature .54 301-27 Industry Conflicts of Interest .55 301-28 Personal Conflicts of Interest .56 301-28 Connection with Banking Corporation Employees Outside Meetings .57 301-29 Professional and Expert Guidance .58 301-29 Assessment of Board of Directors Work Effectiveness .59

Chapter I: Reporting to the Supervisor of Banks

301-30 Frequency of Reporting .60
301-30 Annual Report .61
301-30 Reporting on Non-Routine Events .62
301-31 Method of Reporting .63

Chapter J: Miscellaneous

301-32 Incorporation Documents .64

Appendix A: Questionnaire for Candidate for Office Holder in a Banking Corporation
Appendix B: Declaration of Office Holder When Updating Details
Appendix C: Corporate Governance in the Capital Market

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Board of Directors

Chapter A: General Provisions

Introduction

a) Effective corporate governance is a vital component of the proper functioning of a banking corporation and, thereby, of the banking system. Given the importance of their role in achieving and maintaining public confidence in the banking system, and the sensitivity of banking corporations to economic difficulties and the need to protect depositors, the importance of proper corporate governance as part of the proper operation and management of the banking corporation is heightened. Regulations have been established regarding the composition, functions, and methods of operation of the Board of Directors. These regulations constitute the minimum rules required for the proper management of the banking corporation, related to the operation of the Board of Directors.

b) It is clarified herein to remove doubt that these regulations, as a general rule, supplement the Companies Law, 5759-1999.

Application

These regulations shall apply to all banking corporations, as defined in this regulation, as determined by the Supervisor. Some regulations shall apply with certain variations to specific corporations, as detailed below.

Definitions

"Companies Law" - The Companies Law, 5759-1999.

"Internal Auditor" - The internal auditor of the banking corporation as defined in Section 14 of the Ordinance.

"General Manager" - The single senior managerial position holder of the banking corporation, who shall be;

"Office Holder" - As defined in the Companies Law, unless otherwise stated in this regulation.

"The Ordinance" - The Banking Ordinance, 1941.

"Auditor General" - The auditor general of the banking corporation as defined in the Companies Law, in accordance with Banking Management Standard No. 302.

"Banking Corporation" - As defined in the Banking (Licensing) Law, 5741-1981, excluding a bank, but including a banking service company, a credit card company, or a corporation controlled by the banking corporation.

"Controlled Corporation" - A corporation controlled by the banking corporation.

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Approval of Office Holders

a) No person may serve as an office holder in a banking corporation in accordance with Section A11 of the Ordinance, unless notice has been given to the Supervisor at least sixty days before the commencement of the tenure, and a questionnaire filled out by the candidate (the form of which is attached in Appendix 'A') has been attached to the notice. The Supervisor may amend and update the questionnaire from time to time.

b) It is clarified herein to remove doubt that a person shall also be considered for appointment in the following cases, requiring prior notice to the Supervisor as required by the Ordinance, despite Section (a) above:

Re-appointment to the same position or extension of tenure as an office holder;
Appointment to another position as an office holder;
Appointment of a director as Chairman of the Board of Directors;
Renewal of approval of appointment as a director, in addition to the requirement of prior notice to the Supervisor as stated in Section 27 above, after three years of tenure.

The banking corporation shall attach to the notice, as stated, a list of changes in the details previously submitted, and a declaration filled out by the candidate in the same format as the questionnaire appearing in the banking corporation.

c) An office holder shall notify the banking corporation of changes or events regarding them, as detailed in Sections 6, 7, and 8 of Appendix 'A', and the Supervisor shall inform of them from time to time. The Supervisor shall consider whether to order the cessation of the office holder's tenure; the banking corporation shall attach to the notice, in accordance with Section A11 of the Ordinance, a declaration in the format specified in Appendix 'B'.

"Office Holder" in this Section 4(d) is defined as in Section A11 of the Ordinance.

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Chapter B: Functions and Powers of the Board of Directors

Functions of the Board of Directors

The Board of Directors shall assume responsibility for the business, financial soundness, and stability of the banking corporation. In accordance with this regulation and the law, it shall use the necessary reasonable means to fulfill its functions.

a) The Board of Directors shall outline the strategy of the banking corporation, including the risk strategy, and approve the risk appetite and policy of the banking corporation, which shall guide its daily activities.

b) The Board of Directors shall supervise the actions of the management for consistency with the Board's policy.

c) The Board of Directors shall ensure the existence of clear areas of accountability and reporting.

d) The Board of Directors shall outline an organizational culture requiring the implementation of high standards of professional conduct and integrity.

e) The Board of Directors shall ensure that the banking corporation operates in compliance with the law and regulation.

Subjects the Board of Directors Must Discuss and Decide

The Board of Directors shall discuss, decide, and approve guidelines regarding the following subjects:

a) Overall strategy, including the goals of the strategy of the banking corporation, including its controlled corporations and branches, and the overall risk strategy, including the fundamental lines of action, both abroad and in Israel, as specified in Regulation No. 310. The Board of Directors of a controlled corporation shall consider the goals of the strategy of the group, consistent with the interests of the controlling banking corporation, in accordance with Section 11 of the Companies Law.

b) Risk management framework, including the approval of risk management policy and method for the banking corporation, including various risks such as credit risk, market risk, operational risk, liquidity risk, and legal risks (and others), as specified in Section 15 of Banking Management Standard No. 310. The Board of Directors of a controlled corporation shall consider the risk management framework of the group, consistent with the interests of the controlling banking corporation, in accordance with Section 11 of the Companies Law.

1(b) Approval and review of new products before launch, as specified in Banking Management Standard No. 310.

c) Credit policy of the banking corporation, as specified in Banking Management Standard No. 311.

d) IT policy of the banking corporation, as specified in Banking Management Standard No. 357.

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e) Capital adequacy assessment process against the level of risk exposure, capital policy, and changes thereto.

f) Approval of the corporation's policy and the degree of adaptation of near-term performance goals for the coming year, and work plan in accordance with these goals.

g) The total budget of the banking corporation, including income and expenses, and investments, and follow-up of its implementation, as actual.

Supervision and Control

h) Reports on the business status of the banking corporation, as specified in Section 8.

i) Material deviations from the limits set within the policy determined by the Board of Directors.

j) Discussion of exceptional material events and types of exceptional events that the Board of Directors must discuss, in accordance with the circumstances specified in Section 9.

k) Supervision and control mechanisms over controlled corporations, as specified in Section 10.

l) Work of audit and control functions, as specified in Section 11.

m) Audit reports and any report requested by the Supervisor to be discussed in plenary session, including the actions to be taken in response to them, until the conclusion of the treatment of the audit report by the banking corporation.

n) Approval of the annual and quarterly reports of the banking corporation to the public.

o) Notifications of the Auditor General regarding:

Notification regarding failure to correct deficiencies, as specified in Section 3 of Banking Management Standard No. 304.
Notification regarding doubts about the continuation of the banking corporation as a going concern, as specified in Section 6 of Banking Management Standard No. 302.

p) Appointment of the General Manager, assessment of his performance, and dismissal, as specified in Section 12.

q) Appointment policy and assessment of senior management, as specified in Section 13.

r) Rotation policy, transfer policy of certain positions in the banking corporation, as specified in Banking Management Standard No. 360.

s) Compensation policy (as defined in Banking Management Standard No. 301A), after considering the recommendations of the Remuneration Committee.

t) Contracts with office holders of senior positions in the banking corporation regarding their remuneration, after approval by the Remuneration Committee, and when required, by the General Assembly, the Internal Auditor, and also according to the recommendation of the Audit Committee.

u) Principles of compensation agreements for employees of the banking corporation who are not office holders of senior positions, after considering the recommendations of the Remuneration Committee.

v) Issuance of shares, including value options and warrants (both in Israel and abroad), except for issuance by a controlled corporation under the guarantee of the banking corporation, or issuance by a corporation holding control means in the parent corporation, or issuance to a controlled corporation or to itself by the banking corporation.

w) Material changes in the control structure of the banking corporation in a controlled corporation in which its activity is material.

x) Implementation of fixed investments and realization, including investment in a controlled corporation, whether in Israel or abroad, according to criteria determined by the Board of Directors, such that when the investment amount is one, the criteria shall be determined to avoid the Board of Directors' involvement in the management of the banking corporation's daily operations.

y) Code of Ethics of the banking corporation, as specified in Section 15.

z) Policy to prevent conflicts of interest and controls regarding them, as specified in Sections 16 and 312.

aa) Policy on "Activities Lacking Transparency", as specified in Section 17.

ab) Any other matter of material importance to the activity or supervision of the banking corporation.

301-7 Repealed

Business Status of the Banking Corporation

The Board of Directors shall discuss the business status of the banking corporation regarding reports on it, as specified in Section 6(h). The reports shall be submitted in writing and their format shall be determined by the Board of Directors. They shall include, at a minimum, the following details:

a) Monthly Report:

Summary of profit and loss statement and balance sheet, with reference to financial profits and losses, and operating income and expenses.
Degree of exposure of the banking corporation to risks by type.
Treatment of debts with collection difficulties of material amounts.
Main changes in the status of controlled corporations in material assets and investments.
Material transactions or deviations from the business of the banking corporation, according to the consideration of the General Manager, in addition to the rules determined by the Board of Directors in this regard ("Proprietary Account").

b) Quarterly Report: In addition to the subjects specified in the monthly report above, the quarterly report shall include:

Main changes in assets and liabilities.

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Quarterly information on credit loss provisions, as required in Appendix 'I' to the reporting regulations, to the public.

c) Quarterly Risk Document, as specified in Banking Management Standard No. 310.

Exceptional Events

The Board of Directors shall discuss exceptional events, as specified in Section 6(j). It shall discuss any event included in a list of types of exceptional events to be determined in advance. This includes violations of the Banking Management Standard or the Law, including apparent offenses or offenses. Provided that any exceptional event that constitutes a suspicion of a criminal offense shall be immediately transferred to the police. Any exceptional event that constitutes a suspicion of embezzlement, according to the Internal Auditor or the matter, shall be reported to the Internal Auditor and to the Supervisor in accordance with Section 148 of the Ordinance, to determine in accordance with Banking Management Standard No. 351 and the Ordinance.

b) The Board of Directors shall discuss immediately any event deviating from the routine activity of the banking corporation that may have a material impact on its business, even if it is not included in the list specified in paragraph (a) above.

Supervision and Control Mechanisms over Controlled Corporations

The Board of Directors shall discuss supervision and control mechanisms over controlled corporations, as specified in Section 6(ja). It shall determine guidelines for the corporate governance structure of controlled corporations such that they contribute to effective supervision of the group, and shall determine supervision and control mechanisms over controlled corporations, which shall include, at a minimum, the following:

a) Guidelines to ensure that controlled corporations transfer the required information to the banking corporation, to maintain ongoing group-level supervision and control over the group's business and risks, subject to all laws.

b) Guidelines to establish a central unit to analyze the information and report to the banking corporation management, on the summary of the information, its recommendations, and the format of reporting, as approved.

c) Guidelines to ensure that the Internal Auditor receives all the required information and documents, according to its consideration, to ensure the existence of proper internal audit, including work plans of internal auditors serving in controlled corporations that are not internal auditors of the banking corporation, reports of exceptional events in controlled corporations, internal auditors of controlled corporations, and all required information and material from the directors, management members, or employees of these bodies, subject to all laws.

The Board of Directors of a controlled corporation shall consider the guidelines of the group, consistent with the interests of the controlling banking corporation, in accordance with Section 11 of the Companies Law.

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Page 301 - 9 Board of Directors

Effective use of Audit and Control Functions

Pursuant to Section 6(b), the Board of Directors shall discuss the work of the audit and control functions. It shall ensure:
(a) The independence of the audit and control functions; (b) The competence of the audit and control functions; (c) Effective management by the management of the findings of the audit and control functions.
In particular, it shall ensure the independence, competence, and effective handling of findings by the management, dependent on the operations of the banking entity.

General Manager

Pursuant to Section 6(tz), the Board of Directors shall discuss the appointment of the General Manager:
(a) The banking entity shall appoint one General Manager; (b) The Board of Directors shall define in detail the manner of employment and duties of the General Manager; (c) The Board of Directors shall impose an obligation on the General Manager to report to the Board of Directors on an ongoing basis regarding his activities, including the reports specified in Section 8.

Senior Management

Pursuant to Section 6(za), the Board of Directors shall discuss policy on the appointment and evaluation of senior management:
(a) The Board of Directors may determine appointments through the General Manager; approval of the appointment of members of the management is required for additional senior positions; (b) The Board of Directors shall hold discussions regarding the cessation of work in central audit and control functions under circumstances determined; (c) The Board of Directors shall determine criteria and conditions ensuring that candidates for senior positions are suitable and have appropriate skills for managing the affairs of the banking entity. Additionally, the Board of Directors shall ensure that there is an adequate succession plan for managerial reserves within the entity.

Ethical Code

Pursuant to Section 6(kaf), the Board of Directors shall discuss the ethical code:
(a) An ethical code shall be established that defines high standards of professional conduct and values that will guide the daily operations of the banking entity, including issues such as business corruption, privacy, fairness towards clients, and unethical behavior; (b) Steps shall be taken to ensure that these standards are disseminated and implemented throughout the banking entity; (c) Mechanisms shall be ensured for reporting illegal or unethical acts, while providing adequate protection to complainants against negative consequences.

Page 301 - 10 Board of Directors

Conflict of Interest Matters

Pursuant to Section 6(kv), the Board of Directors shall discuss policy on preventing conflicts of interest arising from:
(a) Guidelines regarding transactions with persons related as defined in the instruction "Banking Management Standards" No. 312; (b) Mechanisms for separation between activities of the banking entity in different sectors, or between the banking entity's activities and those of the group to which it belongs, if they may give rise to conflicts of interest.

Activities Lacking Transparency

Pursuant to Section 6(kez), the Board of Directors shall discuss "activities lacking transparency":
(a) The banking entity shall establish appropriate policies and procedures according to which:
The purpose of the activity is defined and understood, and its actual implementation complies with that purpose; (b) Risks arising from such activities, including material risks, legal risks, and reputational risks, are identified, measured, and managed; (c) Regular assessments are conducted to examine compliance with all relevant laws, including compliance with the entity's internal policies; (d) Activities involving complex entities, such as special purpose vehicles or trusts established for clients (including jurisdictions with weak enforcement mechanisms and lack of transparency).

Frequency of Discussions

The Board of Directors shall discuss the topics specified in Section 6 at the following frequencies:
(a) Topics discussed in Sections 6(v)-(e), (g), (h), (i), (tz)-(ty): At least once a year, regarding the evaluation of performance; (b) Topics discussed in Sections 6(y), (t), regarding significant incidents: As soon as possible after the incident, regarding appointments and dismissals specified in Sections 6(v)-(z), (tz), (kaf)-(kad); (c) Budget - Section 6(z):
The budget for the current year shall be submitted no later than the end of December of the previous year; with this, the budget for the current year may be approved until the end of December of the previous year, provided that the budget for the year itself is approved no later than the end of January of the current year; The Board of Directors shall carry out ongoing monitoring of the actual execution of the budget at least quarterly; (d) Business status of the banking entity - Section 6(cha):

Page 301 - 11 Board of Directors

(e) The Board of Directors shall be updated at least every six weeks, according to the monthly "D" reports of the banking entity specified in Section 8(8(a)); (f) The Board of Directors shall discuss the business status of the banking entity at least once every three months, based on the document specifying risk exposures and specified in the quarterly "B" report of the banking entity in Section 8(8(b)) and Section 8(8(g)); (g) Public reports - Section 6(yad): The Board of Directors shall discuss reports before their approval: Quarterly reports at least once a year, and annual reports at least once every two years; (h) Notification by the External Auditor regarding existence of doubts about the continuation of the entity - Section 6(2)(ty): The discussion shall be held no later than three days from the date of receipt of the notification, before the financial reports are approved; (i) The Board of Directors shall determine in advance the frequency of discussion on the other sections specified above, with the earliest occurrence of the conditions requiring them.

Approval of Means of Implementation and Follow-up of Decisions

The Board of Directors shall ensure:
(a) The existence of means that provide for the implementation of its decisions and follow up on their application; (b) In cases where the Board of Directors deems it necessary to set guidelines, written procedures shall be established for dealing with the topics specified, defining who is the authorized body to deal with these topics, and the duty to report to the Board of Directors on the manner of dealing with the topic transferred to the body or person.

Meetings without Presence of Management

The Board of Directors shall hold at least one discussion per year without the presence of members of the management, discussing the following topics:
(a) Evaluation of the performance of the General Manager and the general functioning of the management; (b) Evaluation of the quality of information received by the Board of Directors from the management; (c) Compensation and salaries of senior management; (d) Assessment of the effectiveness of controls in the banking entity; (e) Other topics related to the system of relations between the Board of Directors and the management.

Delegation of Powers of the Board of Directors to Committees

The Board of Directors may assist itself by committees specializing in specific matters, as specified in Chapter V:
(a) The Board of Directors shall discuss and decide on these topics and delegate authority to a committee on its behalf, and report on it; the Board of Directors shall not delegate authority in an undefined manner or retain authority over committees in a way that examines significant concentration of authority, unless otherwise decided on this matter; (b) When establishing a committee, the decision on the establishment of the committee shall be determined in the plenary session of the Board of Directors; the Board of Directors shall determine its composition, approve its functions and authorities, and its procedures; (c) Decisions received by the committees on the topics specified in Section 6 shall pass for ratification in the plenary session of the Board of Directors; the directors shall receive the protocol of the discussion regarding these decisions for the purpose of ratification; in any case where an additional discussion is held in the plenary session, only relevant background and material shall be presented to the committee, if more is required by the directors; (d) Despite the foregoing, the Board of Directors is not authorized to delegate its authorities on the topics specified in Sections 6(a), 6(b), 6(g), 6(h), 6(v), 6(kaf), 6(kav), 6(kaz), 6(ked), 6(kes), 6(ket), 6(kav), 6(kaz), 6(kad), 6(kas), 6(kat), 6(kak), 6(kak), 6(kak); nor on topics in which a decision is made within a committee that does not apply to the topics specified in Sections 6(g)-(v); or on topics regarding which prior written approval of the Supervisor is required by law.

Page 301 - 12 Board of Directors

Composition of the Board of Directors: Chapter III

Number of Directors

The Board of Directors shall consist of a number of members that encourages substantive and strategic discussion and efficiency, provided that:
(a) The Board of Directors shall include no less than 7 and no more than 15 directors; (b) If a non-bank banking entity is justified by the nature and scope of its business, the Supervisor may authorize the appointment of a smaller number of board members.

Employees of the Banking Entity as Directors

Employees of the banking entity shall not be appointed as directors.

External Directors

At least one-third of the directors shall be external directors:
For the purpose of this instruction, an "external director" refers to one who meets the following conditions:
(1) Professional competence - holding an academic degree or professional qualification as defined in Section 240 of the Companies Law, 1981, or "control" as defined in the Banking (Licensing) Law; or (2) Financial and accounting expertise - being a director who holds the conditions specified in paragraphs (1) or (2) of Section 2 of the Regulations regarding Qualifications of Directors, 2005-Tashas, and having financial and accounting expertise as required in paragraph (3) thereof, as well as experience; (3) Connection - a connection is deemed to exist when holding more than 5% of a certain type of control instrument, even if he is not a close relative of the holder of shares in the banking entity, or of a controlled banking entity or the controlling entity of the banking entity, in whose hands are the shares of the controlled banking entity; For the purpose of this paragraph:
"Control" as defined in the Banking (Licensing) Law; "Holder" - "holding" as defined in the Banking (Licensing) Law, excluding holdings in a corporation whose shares are traded on a stock exchange in an amount exceeding 1% of its capital; "Close relative" - spouse, child, parent; (4) Provisions of Sections 239(d), 241, 244, 245(a), 245(3a), 245(b), 246, 247, 249-V shall apply to an external director pursuant to this instruction; (5) Even though the Supervisor may authorize the termination of the term of office of an external director appointed pursuant to Section 245(b) of the Companies Law, an external director appointed pursuant to Section 239(b) of the Companies Law shall not be terminated unless pursuant to Section 245 of the Companies Law; (6) In exceptional cases, the Supervisor may authorize a candidate for the position of "external director" notwithstanding that all the conditions specified in Section 239(b) are met, and also authorize the termination of his term of office.

Page 301 - 13 Board of Directors

Banking Experience and Financial and Accounting Expertise

In addition to the qualification conditions applicable to one of the directors as specified in Section 30, the Board of Directors shall have collective knowledge appropriate to each of the types of essential activities that the banking entity intends to perform, provided that the following conditions are met:
(a) At least one-fifth of the directors shall have "banking experience"; for this purpose, "having banking experience" means having served in a senior position in a banking entity or having equivalent experience approved by the Supervisor; (b) At least one-fifth of the directors shall have "financial and accounting expertise" as defined in Section 240 of the Companies Law; (c) To remove doubt, a director who has both banking experience and financial and accounting expertise may be counted towards the fifth specified in Section 6(a) and also towards the fifth specified in Section 6(b).

Place of Residence of Directors

At least two-thirds of the directors shall be those whose permanent residence is in Israel.

Approval and Renewal of Appointment as Director

Repealed.

Chairman of the Board of Directors: Chapter IV

Chairman of the Board of Directors

The Board of Directors shall have a Chairman.
The function of the Chairman of the Board of Directors is to ensure the proper and efficient functioning of the Board of Directors; all duties imposed on the Chairman of the Board of Directors shall apply to him; and he shall fulfill the duties imposed on a director. (b) In the absence of the Chairman of the Board of Directors, he shall fill his position with one of the directors. (c) A person with control shall not serve as Chairman of the Board of Directors. (d) An external director shall not serve as Chairman of the Board of Directors.

Resident Chairman of the Board of Directors

A resident shall not serve as Chairman of the Board of Directors unless he participates regularly in meetings, either by receiving approval from the Board of Directors or from the Supervisor.

Qualification to Serve as Director: Chapter V

Director Qualification

A director in a banking entity shall be an individual:
(a) Each of the directors shall have appropriate qualifications for his position, including specifically: education, knowledge, or experience; (b) Specialization in one or more of the following fields: banking, finance, money, commercial or economic activity, law, accounting, risk management, regulatory compliance (Regulatory Compliance), or other area or technological information approved by the Supervisor.

Establishment of Conflict of Interest

A person shall not serve as a director if:
(a) His regular occupations or businesses create a conflict of interest, or there is a suspicion that they may create a conflict of interest between him and the banking entity; (b) Without prejudice to the above, a person serving as a director in a banking entity shall not also serve as a director in another banking entity belonging to a type of entity specified in Annex G, unless:
(1) They do not belong to the same banking group; (2) He is not a member of the investment committee of a controlled entity, or a director of a controlled entity, unless he simultaneously serves as a member of the investment committee or director of another controlled entity in the same banking group; the Supervisor may authorize a deviation from the prescribed in exceptional cases; (c) A person who served as a director in a banking entity shall not be appointed as a director after one year has passed, unless with the consent of the Supervisor after consultation with the Chairman of the Board of Directors of the entity he was a member of; (d) The Board of Directors shall establish guidelines for situations involving potential conflicts of interest, including:
(1) The scope of business in which a conflict exists; (2) The materiality of business conflicts between the banking entity and the director.

Other Occupations

A person shall not serve as a director if his other occupations do not leave sufficient time for him to fulfill his duties as such.

Page 301 - 14 Board of Directors

Board of Directors Committees: Chapter VI

Mandatory Committees

Pursuant to Section 21 above, the Board of Directors shall appoint the following committees:
(a) Audit Committee as specified in Sections 35-36; (b) Remuneration Committee as specified in Section 38; (c) Risk Management Committee as specified in Section 39.

Composition and Working Methods of Board of Directors Committees

The committees of the Board of Directors shall be composed of directors only, with a number of members in the committee not less than 3:
(a) The composition of the committees shall be in accordance with the ratios specified in Sections 24(a)-26; (b) Notwithstanding the foregoing, the following committees shall have a majority of external directors:
(1) Audit Committee;
(2) Committee on Transactions with Related Persons (if established); (3) Remuneration Committee, except as specified in Section 38(h); (c) When assigning directors to committees, the diversity of the Board of Directors' skills shall be considered, and they shall relate to the subject matter in which the committee specializes; (d) The Board of Directors shall examine the need for rotation among members of the committees, as well as rotation among the chairmen of the committees; (e) The working procedures and quorum of the committees shall be as specified in Chapter VII, except for changes explicitly committed to the plenary session of the Board of Directors.

Audit Committee – Composition and Working Methods

The Board of Directors shall appoint an "Audit Committee" as defined in Section 115 of the Companies Law, and the provisions of Part Three, Chapter Five of the Companies Law shall apply to it; however, a director of a private company who is a banking entity may serve on the audit committee, provided he is employed by the controlling banking entity of the said banking entity or by the controlling banking entity of the banking entity as mentioned.
(b) In addition to what is specified in Section 34(1)(b), the chairman of the Audit Committee shall be an external director, and the directors shall have financial and accounting expertise; (c) The quorum for meetings and decisions of the Audit Committee shall be the majority of its members, provided that the majority are external directors; (d) The chairman of the Audit Committee shall convene the committee for discussion upon request of the Internal Auditor, even if not convened, within a reasonable time from the date of the request, on the subject specified by the Internal Auditor; documentation shall be kept regarding the reasons for not convening the meeting, brought to the attention of the directors, pursuant to Section 116(b) of the Companies Law; (e) The Audit Committee shall hold at least one meeting per year with each of the following holders of positions, in the presence of a member of the committee who holds the relevant position:
(1) Internal Auditor;
(2) External Auditor;
(3) Compliance Officer as defined in the instruction "Banking Management Standards" No. 308; (4) Legal Counsel; (5) Chief Accountant as defined in the instruction "Banking Management Standards" No. 305; (6) Person responsible for combating money laundering appointed pursuant to Section 8 of the Prohibition on Money Laundering Law, Tash-H (if he is a separate Compliance Officer); (7) Chief Risk Officer as defined in the instruction "Banking Management Standards" No. 310; (f) Generally, decisions of the Audit Committee regarding transactions with related persons shall be made in the presence of a member of the committee; (g) This paragraph does not apply to the holders of positions listed in Section 35(e)(1); (h) The Audit Committee shall hold at least six meetings per year; (i) The Audit Committee shall determine the required budget for hiring external consultants as needed, to the extent it deems necessary to fulfill its duties.

Functions of the Audit Committee

The Audit Committee shall be responsible for dealing with internal and external audit reports:
(1) The Audit Committee shall discuss the findings of internal and external audit reports and decide on them; the Committee shall ensure that a discussion on the findings takes place within a reasonable period from their submission by the auditors; (i) Internal Audit Reports: The chairman of the Audit Committee, in consultation with the Internal Auditor, shall determine which substantial internal audit reports shall be submitted in full, and the Committee may determine that summaries of other audit reports or the Internal Auditor's opinion on the complete reports shall be brought before the Audit Committee; (ii) External Audit Reports: The Committee shall discuss reports of audits by the Supervisor and other supervisory authorities; the discussion regarding reports of audits by the Supervisor shall be held within 45 days from the date of receipt of the "D" report of the banking entity; the provisions of the Supplementary Report and the Detailed Report of the External Auditor specified in Section 303 of the instruction "Banking Management Standards" No. 308 shall apply; (2) The Audit Committee, in consultation with the Chairman of the Board of Directors, shall transmit audit reports to the Board of Directors for discussion on substantial matters; (3) The Audit Committee shall ensure that the management has taken appropriate actions in due time to remedy the deficiencies noted in the audit reports; (4) The Audit Committee shall discuss semi-annual reports of the Internal Auditor, including requirements arising from external audit reports where treatment has not yet been completed;

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and delays in treatment; the Committee shall discuss reasons for delays in treatment and times for completing treatment.
(b) The Audit Committee shall be responsible for supervising the Internal Auditor of the banking entity:
(1) The internal audit function shall be subordinate to the Chairman of the Board of Directors through the Audit Committee; (2) The Audit Committee shall recommend to the Remuneration Committee the salary and remuneration of the Internal Auditor and his promotion; (3) The Audit Committee shall discuss and recommend to the Board of Directors approval of the work plan of the Internal Auditor, including the scope and frequency of audits; the Committee may address the desired framework for the internal audit of controlled entities, provided it complies with Israeli and international standards; (4) The Audit Committee shall carry out follow-up on the implementation of the work plan of the Internal Auditor; (1b) The Audit Committee shall be authorized to impose on the internal audit function, with reasonable notice, special tests in addition to the tests specified in the function's work plan; (c) The Audit Committee shall be responsible for supervising the work of the External Auditor of the banking entity:
(1) The Committee shall hold a discussion on the possibility of replacing the External Auditor of the banking entity, as specified in Section 4 of the instruction "Banking Management Standards" No. 302; (2) The Committee shall bring its position before the General Assembly of the banking entity on the agenda regarding renewal or non-renewal of the tenure of the External Auditor; (3) The Committee shall recommend to the Board of Directors or the General Assembly of the banking entity remuneration for the External Auditor; (4) Additional provisions regarding supervision by the Audit Committee over the External Auditor shall be as specified in instructions "Banking Management Standards" Nos. 302, 303, and A304, including his reporting and engagement; (d) The Audit Committee shall examine the annual and quarterly reports of the banking entity to the public and recommend their approval to the Board of Directors; (e) The Audit Committee shall make use of the work of the audit and control functions to examine their effectiveness as central internal controls in the banking entity; (f) The Audit Committee shall establish procedures, if necessary, to assess the effectiveness of internal controls or financial reporting:
(1) The manner of receiving complaints from employees of the banking entity regarding internal controls or financial reporting; (2) Confidential and anonymous transfer of concerns regarding internal controls or financial reporting; (g) The Audit Committee shall discuss transactions specified in Section 7 of the instruction "Banking Management Standards" No. 312, and also discuss transactions with related persons not discussed by the Committee on Transactions with Related Persons, as follows:
(1) A transaction with a related person, including debt forgiveness or write-off, where there is a personal interest in the banking entity in an amount exceeding the amounts specified in Section 7(a)(1)-(3) of the instruction "Banking Management Standards" No. 312, which requires approval by the Audit Committee or the Committee on Transactions with Related Persons before the transaction is executed; (2) For the purpose of this section, despite Section 7(a)(1) of the instruction "Banking Management Standards" No. 312, the minimum amount for a transaction with an individual shall not exceed one million NIS.

Committee on Transactions with Related Persons

The Board of Directors may appoint a Committee on Transactions with Related Persons to discuss the topics specified in Section 7 of the instruction "Banking Management Standards" No. 312, which were not discussed in the Audit Committee in Section 36(v):
(b) The provisions applicable to the Audit Committee shall apply correspondingly to the Committee on Transactions with Related Persons regarding related persons.

Remuneration Committee – Composition and Working Methods

The Remuneration Committee:
(a) Shall be composed of at least one member, who shall have expertise in risk management and control activities, in a banking entity or a credit card company to which Section A118 of the Companies Law applies; (b) In a banking entity or a credit card company to which Section A118 of the Companies Law does not apply, the Remuneration Committee shall be composed of a majority of external directors, with a chairman who is an external director, and at least one member who has expertise in risk management and control activities; (c) The quorum for meetings and decisions of the Remuneration Committee shall be the majority of its members, provided that the majority are external directors; (d) Decisions of the Remuneration Committee shall be made in the presence of a member of the Committee; (e) Notwithstanding Sections 38(a)-(v), in a banking entity or a credit card company to which Section A118 of the Companies Law applies, the Remuneration Committee may attach to its discussions on remuneration policy additional directors, employees (excluding key employees), and all employees regarding remuneration agreements, provided that the expanded composition of the Remuneration Committee is not subject to a majority of external directors. The Committee shall serve as a member.

Functions of the Remuneration Committee

38A. The Remuneration Committee:
(a) Shall discuss and recommend to the Board of Directors policy on remuneration, consistent with the organizational culture of the banking entity, with the instruction "Banking Management Standards" No. 301A, with the long-term goals of the banking entity and its strategy, and with the environment of its controls; remuneration incentives shall not encourage taking risks beyond the risk appetite of the banking entity; (b) The Committee shall approve the terms of engagement with senior officers of the banking entity regarding their remuneration, in conjunction with the definitions in the instruction "Banking Management Standards" No. 301A, and also recommend to the Board of Directors principles of remuneration agreements for employees of the banking entity who are not senior officers (subject to approval by the General Assembly and the Board of Directors if required); (c) The Committee shall be responsible for designing the remuneration policy and presenting it to the Board of Directors; the Committee shall devote special attention to assessing the effectiveness of remuneration mechanisms and compliance with supervisory requirements, ensuring that mechanisms implemented reflect all types of risks, capital and liquidity levels, and liabilities up to general indemnification commitments; the Committee shall examine data on existing insurance policies for position holders in the banking entity, including estimates of alternative costs, such as premium costs required by insurance companies for commitment to indemnify in advance (equivalent to the terms of indemnification); (d) The Committee shall formally examine how remuneration mechanisms respond to future events, through analysis of various scenarios, internal or external; (e) The Committee shall define which periodic reports shall be submitted to it and their frequency; the specific information to be discussed with a group of employees or an individual employee shall be submitted to the Committee before a reasonable time before giving approval or recommendation regarding remuneration as defined in the instruction "Banking Management Standards" No. 301A; the main points of the proposed contracts and the main points of previous contracts shall be presented at the meeting; (f) The Committee shall ensure that at least once a year an examination is carried out of the remuneration mechanism and its operation:
(1) Compliance with the remuneration mechanism policy set by the Board of Directors; (2) Compliance with requirements set forth in this instruction and the instruction "Banking Management Standards" No. 301A, and whether it conforms to accepted practices; (3) Completeness of the remuneration mechanism; (4) The extent to which the remuneration mechanism affects the risk profile and behavior of employees, and its adaptation to the organizational goals and risk appetite of the banking entity; (g) The Committee shall work in close cooperation with the Risk Management Committee of the Board of Directors and the Audit Committee; (h) The Committee shall not have limited access to information from risk and control functions and analyses; it shall rely on these functions in its discussions, using human resources of the Internal Audit and Compliance functions; (i) The Committee may seek assistance from external advisors, provided that the advisors appointed ensure that the advice they receive is not dependent on senior management, does not create a conflict of interest, and is independent.

(11/13) [18] Supervisor on Banks: Banking Management Board of Directors - Risk Management and Exposure to Various Risks Committee

The Risk Management and Exposure to Various Risks Committee shall discuss the risk management policy and recommend it to the Board of Directors. The Board of Directors shall oversee the implementation of the policy as specified in the instruction.

Chapter Z: Board of Directors Meetings

Frequency of Meetings
(a) The plenary session of the board of directors of a banking entity shall hold a meeting at least once a month. However, if the nature and scope of the banking entity's business do not justify this, it may determine for itself a lower number of meetings than specified in this subsection, but not less than once per quarter, with the Supervisor's approval. (b) A banking entity shall convene a board of directors meeting in the cases specified in Section 98(b)(9) of the Companies Law, within 14 days from the date of the relevant event.

Attendance at Board of Directors Meetings
(a) A director shall participate in at least two-thirds of the plenary sessions of the Board of Directors during a calendar year, and shall not be absent from any of the plenary sessions held during a period of 3 consecutive months.
(b) If a director is absent from meetings exceeding the level permitted in subsection (a), or if the director resigns, the resignation shall not take effect no later than from the date of the first Board of Directors meeting after the director exceeded the permitted absences. Unless the termination of tenure date is received, the director's tenure shall expire on the termination of tenure date as stated in subsection (a). The Supervisor may, in special circumstances, approve a deviation from the prescribed level.

Notices and Background Materials for Meetings
(a) A notice of a board of directors meeting shall be sent to all directors a reasonable time before the meeting date. The notice shall specify the meeting date, place, and a reasonable detail of all subjects on the agenda.
(b) The notice referred to in subsection (a) shall be accompanied by written background materials, including any exceptions, allowing for significant consideration of the matters to be discussed, including financial implications. This background material shall be kept at the offices of the banking entity together with the minutes of the meeting. The background material relates to the matters discussed in the meeting. (c) In exceptional cases only, the board of directors may convene without notice, with the consent of all directors, provided that the circumstances under which the case is considered exceptional are specified in the meeting minutes.

Quorum and Voting
(a) The quorum for board of directors meetings is the majority of the directors, and its decisions are valid only if the ratio specified in Sections 24(a) and 26 of the Companies Law is maintained.
(b) Each director shall have one vote in the board of directors. Nothing in this subsection prevents the chairman of the board of directors from having a casting vote when the votes are equal, as provided in Section 107 of the Companies Law. (c) A director who is not present in the discussion due to a personal interest as stated in Section 56 of the Companies Law shall not be counted for the purpose of determining the quorum required for that discussion.

Agenda
The agenda of board of directors meetings shall include any subject held by the General Manager or any director, unless otherwise specified. The chairman of the board of directors shall request, a reasonable time before the convening of the board of directors meeting, that the agenda be included in the board of directors meeting.

Minutes
(a) The chairman of the meeting shall be responsible for recording the minutes of the discussions at the meeting. The chairman of the board of directors shall ensure that the minutes are typed and transcribed.
(b) The minutes shall reflect the main points of the matters discussed at the meeting, in the words said by them, including the wording of the decisions taken at the meeting as they were expressed at the meeting, and the entry and exit of each participant in the meeting. (c) The board of directors shall set guidelines for the approval of the minutes, provided that:
(1) The minutes shall be brought for the approval of the directors no later than 30 days from the date of the meeting to which the minutes relate.
(2) After the meeting, the chairman of the meeting shall distribute to the directors a draft document specifying the relevant documents that served as background material for the adoption of the board of directors' decisions.
(d) The documents that served as background material for the adoption of the board of directors' decisions shall be attached to the minutes.

Participation of the Internal Auditor in Meetings The plenary session of the board of directors may invite the internal auditor to participate in a meeting in which a matter within his area of interest is discussed. This includes meetings where there is a discussion of audit reports of the auditor of the internal audit, and meetings where there is a discussion of audit reports of the supervisory authorities of the audit.

Determination of Additional Work Procedures
Without prejudice to the above, the board of directors shall determine work procedures for its meetings and those specified above, including reporting procedures to its committees and the form of delivery of materials to the directors for their review.

Substitute Directors
Except in exceptional cases and with the Supervisor's approval, a banking entity shall not appoint a substitute director.

Holding Meetings via Communication
The board of directors shall determine procedures for holding meetings using communication means, including the following matters:
(a) Meetings may be held via communication means only in special cases where it is not possible to convene board of directors meetings in person (hereinafter: consultation via communication).
(b) The banking entity's board of directors shall define in the procedure the operational arrangements of the communication meeting, such as: convening the meeting, quorum, taking decisions, background materials, documentation, including the minutes, and any matter the director objects to regarding the urgency of the proposal. The procedure shall stipulate that efforts be made to involve all directors in the communication meeting. (c) The minutes of the communication meeting shall be brought to the relevant forum for knowledge, prior to the first meeting in person; after the decision. (d) Despite the above, decisions may be taken in a communication meeting on the following subjects:
(1) A decision of the Audit Committee.
(2) A transaction with a related person as defined in Sections 3(a)(1)-(3) and (b) of Supervisory Instruction No. 312 'Banking Management'.
(3) The terms of employment and retirement of office holders.
(4) A decision on a material deviation from the policy as stated in Section 6(t) of the instruction.

Adoption of Decisions Without Convening
The board of directors may, according to its bylaws, adopt decisions without the actual convening of all directors. In such cases, only those entitled to participate in the discussion and vote on the matter brought for decision may do so, except in special cases, specifying the special circumstances in the minutes.

Chapter H: Practices for Effective Functioning of the Board of Directors

Requirements from Directors
Each director shall:
(a) Understand his duties, including his supervisory role in understanding the risk profile of the entity.
(b) Exercise appropriate judgment on matters of the banking entity.
(c) Devote sufficient time and effort to fulfill his responsibilities.
(d) Raise questions in a manner that allows for comprehensive explanations from the management, to assess the proper performance and functioning of the banking entity.
(e) Understand the regulatory environment and his role in corporate governance.

Right of a Director to Receive Information
A director seeking to exercise his right to receive information shall address it in writing, according to Section 265 of the Companies Law. The request shall be brought to the discussion of the board of directors.

Professional Assistance to the Board of Directors In cases justifying this, the board of directors may engage external consultants for the following assistance:
(a) Assistance to a director: A director wishing to obtain advice has the right to engage consultants, provided he first addresses a reasoned request to the board of directors, according to Section 266 of the Companies Law. If the board of directors does not approve the request to cover the expenses, the director shall transfer the request to the Supervisor at least 21 days before applying to the court for approval of the engagement of the expert. The board of directors shall determine procedures for engaging external consultants. (b) Assistance to the board of directors: The board of directors may engage professional assistance for its committees, provided the procedures relate to at least the following subjects:
(1) Approval of the consultation: such as the purpose and content of the consultation and the need for consultation.
(2) Selection of the consultant: such as professionalism, absence of conflict of interest, and examination of alternatives.
(3) Engagement practice with the consultant: such as budget, fees, duration, and other responsibilities including confidentiality.
In cases where they are long-term or recurring consultations, they shall be examined for one period and renewed with rotation.

Right to Sign
(a) A director shall not be authorized to sign on behalf of the banking entity in matters during the course of business, unless otherwise provided by law.
(b) If the plenary session of the board of directors is of the opinion that there is a specific matter for which it is appropriate to grant signing authority, that director shall be authorized for that matter; in such a case, a senior office holder shall also have signing authority. (c) This section does not apply in cases where the director's signature is required by law, such as on a prospectus or financial report.

Conflict of Interest in Related Industries
(a) Without prejudice to the general law on conflicts of interest, a director with a connection to an entity in a related industry shall not participate in discussions of the board of directors or its committees regarding matters relating to the banking entity's clients, nor receive information or reports from the banking entity regarding the same client, even if he is a director of the same entity in the related industry. (b) In a case of doubt regarding the establishment of the quantitative tests specified in subsection (d), the director shall be exempt from the provision of subsection (a) if a committee composed of at least three external directors has decided in that case that the quantitative tests were not met. (c) A banking entity shall prepare and update every six months a list specifying the names of directors, indicating their connection to entities in related industries. (d) For the purposes of this section:
"Related Industry" means any one of the sub-industries of the economic sectors, according to the uniform classification of the sub-industries of the economy (SIC).
"Entity in a Related Industry" means an entity whose scope of activity, whether directly or through companies in which it holds, constitutes more than 5% of the total scope of activity in the same industry, measured according to the accepted index for that industry (such as total revenue or balance sheet scope). "Director with Connection to an Entity in a Related Industry" means a director who meets any of the following tests:
(1) Holder of more than 5% of the means of control of one or more entities in a related industry.
(2) Office holder in an entity in a related industry.

Personal Conflicts of Interest
(a) If a director has a personal interest, direct or indirect, in a proposed or existing transaction of the entity, he shall declare his personal interest in the board of directors before the decision or discussion is brought to the board of directors, and no later than from the first board of directors meeting in which the transaction is discussed. (b) A director with a personal interest as stated in subsection (a) shall not participate in the discussion regarding his interest, nor vote on the decision, from the time of his declaration of interest. (c) The board of directors shall set guidelines for cases involving personal conflicts of interest, including details such as the type and closeness of the connection to the transaction, and shall set procedural guidelines for behavior in any of the cases.

Contact with Banking Entity Employees Outside Meetings (a) A director shall not address an employee of the banking entity on business matters outside the framework of meetings, particularly on the following subjects:
(1) Business initiatives of the banking entity.
(2) Business matters of specific clients.
(3) Matters regarding certain investments of the banking entity.
(b) The provisions of subsection (a) shall not apply in the following cases:
(1) Addressing a business initiative to the General Manager, provided there is no personal interest in it, and it is documented.
(2) Addressing the General Manager regarding the communications in paragraphs (2) and (3) of subsection (a), provided it is documented. Addressing the Chairman of the Board of Directors to the General Manager is exempt from documentation.
(3) Addressing potential clients of the banking entity to the General Manager, provided the director does not discuss details of such potential clients with the General Manager nor participate in such discussions.
(4) Addressing an appropriate body to resolve a personal account being conducted in the same manner, such as a bank account of the director or his spouse, or an account of a banking entity under their control.
(5) Addressing the Chairman of the Board of Directors or the Chairman of a Committee for clarification on a subject directly related to the discussion in the plenary session or committee of the board of directors. The documentation of the address shall be immediately transferred to the Chairman of the Board of Directors, who shall decide whether to distribute it to the relevant committee members or directors. (6) Addressing the Chairman of the Board of Directors or the Chairman of a Committee regarding the manner of preparation of documents submitted to the committee or board of directors for the meeting. (7) Addressing the Chairman of the Board of Directors on general business matters and obtaining professional explanations, provided it is coordinated with the Bank Secretary and brought to the knowledge of the directors. Addressing the Chairman of the Board of Directors is exempt from coordination. (c) The banking entity shall maintain a register of all communications referred to in subsection (b), including copies of the documentation, and shall transfer a copy of all such documentation to the Chairman of the Audit Committee as soon as possible. (d) For the purposes of this section, "documentation" means a written document prepared by an employee of the banking entity, which shall include the names and positions of the addressing employee and the director, the date of the address, and the nature of the treatment given as a result of the address, as much as possible. (e) A director holding an executive position in the banking entity shall not participate in the daily management of the banking entity. (f) A director shall not participate in discussions of the Management Committees, except for discussions involving the overall strategy of the banking entity.

Professional and Expert Training
(a) The board of directors shall determine an annual professional training program for directors, tailored to the development of the banking entity and its strategy and complexity.
(b) The training program shall address professional subjects related to the directors' duties and corporate governance.
(c) The training program shall take into account the general needs of all directors and their individual needs, including the needs of new directors.
(d) The board of directors shall update the training program according to changing needs.

Evaluation of Board of Directors' Work Effectiveness (a) The board of directors shall conduct a self-evaluation process for its internal needs once every two years. The board of directors shall identify weaknesses in its work and propose changes to it accordingly. (b) The board of directors shall appoint a body on its behalf to consolidate the process and analyze the findings (such as a board committee, the Bank Secretary). (c) The board of directors shall discuss the findings arising from the evaluation process.

Chapter T: Reporting to the Supervisor

Frequency of Reporting
The banking entity's secretary or such person as the board of directors shall determine shall report to the Supervisor.
(a) An annual report as stated in Section 61 shall be submitted by the end of January each year for the year ending on December 31 of the preceding year.
(b) A report on a non-routine event as stated in Section 62 shall be submitted as soon as possible after its occurrence.

Annual Report
The report shall include the following details:
(a) Names and place of residence of the directors.
(b) Names of members of the various committees of the board of directors.
(c) Frequency of meetings of the board of directors and its committees, including:
(1) Number and dates of plenary sessions of the board of directors during the past year, and the period during which each director participated in them.
(2) Report on all meetings of each committee of the board of directors, including the number of meetings and the period during which each member, including the internal auditor and the auditor of the banking entity, participated.
(d) Description of the main occupation of each director, such as General Manager or director in other entities.
(e) Additional details as the Supervisor may determine from time to time.

Report on Non-Routine Events
A report shall be submitted in one or more of the following cases, including the relevant details as specified:
(a) A change in the composition of the board of directors or its committees, including due to resignation, death, dismissal, or removal of a director, including reporting to the Supervisor by the Chairman of the Board of Directors regarding the dismissal or resignation of a director, and the reasons for the dismissal or resignation. (b) Appointment of the General Manager, approval of the appointment of a member of the Management, appointment of the internal auditor and the auditor of the banking entity, or cessation of their work for any reason. (c) Exceptional events reported by the board of directors due to deviation from banking management standards or any law, which have or may have a material impact on shareholders or clients, or on the banking entity. (d) Notice by the internal auditor on taking appropriate steps to correct defects, according to Section 7(g) of Supervisory Instruction No. 1992-g 'Banking (Internal Audit)'. (e) Notice of termination of the tenure of the internal auditor without his consent or suspension thereof, according to Section 10 of Supervisory Instruction No. 1992-g 'Banking (Internal Audit)'. (f) Report on receipt of notice from the auditor of the banking entity, according to Section 3(b) of Supervisory Instruction No. 304 'Banking Management'. (g) Report on approval of action according to Section 255 of the Companies Law. (h) Report on approval of a transaction of a banking entity occurring in a case specified in Sections 270(1)(2) of the Companies Law, which is a transaction with a related person as defined in Section 272 of the Companies Law. (i) Report on a transaction according to Sections 274-275 of the Companies Law. (j) Notice of convening a board of directors meeting at the request of a director, according to Section 257 of the Companies Law. (k) Report on any of the following events:
(1) A loss accumulated by the banking entity from the end of the quarter exceeding 5% of its capital (as defined in Supervisory Instruction No. 202 'Banking Management' - Capital Components) for which the last financial report was published. (2) A loss resulting from a single transaction or operation exceeding 1% of the capital. (3) A loss of a controlled entity abroad or in Israel, in an amount exceeding 3% of its capital, or a loss resulting from a single transaction or operation exceeding 3% of its theoretical capital, or a loss in a branch or controlled entity exceeding 5% of its capital, for which the last financial report was published, if the loss exceeds the amount of one million US dollars. (4) A liability classified as a debt, provided in full or in part, exceeding 5% of the banking entity's capital. (5) Notice from the auditor of the banking entity, according to Section 6(g) of Supervisory Instruction No. 302 'Banking Management' (Auditor of a Banking Entity). (6) Exercise of the powers of the General Assembly by the board of directors, according to Section 52(a) of the Companies Law. (7) Exercise of the powers of the General Manager by the board of directors, according to Section 52(b) of the Companies Law. (8) Cancellation of a decision of the Audit Committee and/or the Related Persons Committee, according to Section 113 of the Companies Law. (l) Report on any other material event, including an exceptional event requiring immediate reporting, such as a supervisory authority in Israel or abroad.

Manner of Reporting
The reports according to this chapter shall be in writing and made available for the review of all directors.

Chapter Y: Diversity

Amendment of Incorporation Documents
(a) The incorporation documents of the banking entity and the controlled entities shall be amended by the director to conform them to these instructions and the law, as necessary.
(b) Despite the above, according to Sections 50(a) and 58(b) of the Companies Law, regarding a banking entity:
(1) The powers assigned to the General Assembly shall not be taken by another body.
(2) The powers of the General Manager shall not be transferred to the board of directors.

Appendix Aleph
Questionnaire for Candidates for Office in a Banking Entity (Director, 'CEO', Internal Auditor, etc.)

Instructions for the Candidate

You must answer all questions appearing in the questionnaire and attach the answers. Filling out this questionnaire is an integral part of the notice of appointment of an office holder. The required documents must be attached at the beginning of the examination procedure by the Supervisor on Banks.
The terms defined in the Banking Ordinance or the Banking Law (Regulation) shall have the meaning attributed to them in those laws, unless otherwise explicitly stated.
When the answer to a certain question is negative or there is no information required regarding it, this must be stated explicitly.
It is mandatory to attach updated curricula vitae and copies of certificates to the questionnaire on the day of filling it out. Copies of passports must be attached for non-residents. Copies of academic certificates from recognized institutions must be attached as well. Please indicate or attach additional important details not included in the questionnaire below.
You are required to declare under oath regarding the accuracy and completeness of the details you will provide in the questionnaire, and to commit to updating the details and waiving any right to confidentiality, according to the opinion of the Supervisor on Banks, which may rely on additional information provided by the candidate. The period for receiving additional details shall not be counted as part of the period according to Section 11 of the Banking Ordinance.
The Supervisor may require the candidate to provide additional details according to the circumstances. Standard information requirements are in the questionnaire. The Supervisor may also refer to other bodies to obtain information.
The questionnaire shall not be examined if the required evidence is not attached or if it is not filled out according to the requirements. The Supervisor on Banks.
In case of a change in the details in the questionnaire, you must notify the change after the appointment. It is clarified that you must update other answers in the questionnaire affected by the updated details, according to Instruction 4. For example, in case of a notice of appointment as a director in another entity, you must refer again to questions 8(g)-(v).

Personal Declaration

Banking Entity Details
(a) Name of the Banking Entity.
(b) Code of the Banking Entity.
Personal Details of the Candidate
(a) First Name: __________ (Hebrew) / __________ (English).
(b) Family Name: __________ (Hebrew) / __________ (English).
(c) Father's Name: __________ (Hebrew) / __________ (English).
(d) Citizenship.
(e) ID Number / Passport Number for Non-Residents.
(f) Date of Birth.
(g) Place of Birth.
(h) Residential Address. From the date of submission of the candidacy until ______, you resided at the following addresses. Note: If the address changed in the last three years, please specify the years in which you resided at these addresses. (i) Phone Number. (j) Mobile Phone Number.
Employment and Terms
(a) Description of the position: Director, External Director according to the Companies Law, Chairman of the Board of Directors, 'CEO', Internal Auditor, External Director according to Instruction 301, or other office holder.
(b) Date of intended appointment.
(c) If you have any connections with the controlling owners of the bank, relatives, or between you and them, in any way, such as joint ventures/businesses managed or jointly owned, please specify if positive.
(d) Are you or your spouse one of the controlling owners of an entity in which the 'CEO', Chairman of the Board of Directors, or Director holds a position directly subordinate to the 'CEO' as defined, or an office holder with liabilities for the banking entity, or an entity controlled by the banking entity, or the banking entity itself? If so, please specify for whom? (e) Are you a relative of a controlling owner, or is a relative of yours a controlling owner? (f) Are you a holder of shares in the banking entity or in an entity controlling the banking entity? If so, please specify the name of the company and the number and percentage of shares held by you. (g) In case of appointment as a director in a banking entity, you are not required to hold controlling means in it. You must also answer the following questions according to the provisions of Section 34(b) of the Banking Law (Regulation):
Are you, as far as you know, a holder of more than one percent of a certain type of controlling means in the banking entity, or do you share in a "determined course of action" with a holder of such controlling means as defined in Section 1 of the Banking Law (Regulation) (1981)? (h) Do you, as far as you know, have a connection to a holder of more than one percent of a certain type of controlling means in the banking entity, or to a relative, or to an office holder in a controlled entity, such as employment relations, substantial professional or business connections, or "connection" as defined? (i) In case of appointment as a director, please also answer the following: Status: Employee of the Banking Group, Holder of License, Other. (j) Is it known that you are a member of the committees of the Board of Directors?
Education
You must refer to each type of education in this section (please specify one for each type of education, attaching certificates):
(a) Type of Education.
(b) Name of the Institution and its address.
(c) Number of years of study.
(d) Year of degree conferral.
(e) Specialization / Profession.
(f) Degree (please specify explicitly if no degree).
Employment Details
You must refer to all positions you held in the last 10 years, and the positions you currently hold, in this section. Please specify one for each:
(a) Employment Period.
(b) Name of Employer. Also specify the number as it appears in the Registrar of Companies for a foreign company.
(c) Known last address of the Employer.
(d) Nature of Employment.
(e) Was the Employer subject to supervision by any regulatory authority? If so, please specify.
(f) Positions held in the employment.
(g) Areas of responsibility.
(h) Please specify additional personal connections with the Employer (e.g., partnership in control, shareholding).
(i) Reason for leaving (e.g., contract termination, retirement, dismissal, resignation).
Integrity
Please specify if positive in case of any of the following events occurring in the past:
(a) Were you convicted of an offense, or suspected of committing an offense, or was an indictment filed against you? Did you pay a fine or penalty?
(b) Were you or were you not a senior employee or 'CEO' or director, or a controlling person in a company, under whom an indictment was filed, or a fine paid, or suspected of committing an offense, during your tenure?
(c) Were you convicted by a disciplinary body?
(d) Were you involved in any other business against you or against which proceedings were or are being conducted, or criminal investigations, during your tenure, as stated in Section 'b' above?
(e) Were you involved in any other business against you or against which proceedings were or are being conducted, or investigations by any supervisory authorities in Israel or abroad, or notices of consideration of proceedings regarding violation of standards of the regulatory system in Israel or abroad, during your tenure, as stated in Section 'b' above? (f) Were you involved as a holder or employee in a company whose shares were approved, registered, suspended, or cancelled, or whose license or membership was revoked by a regulatory body as a result of revocation of your ability to work in the relevant field? (g) Was your tenure as a director or manager or in any other managerial position or as a director terminated or disqualified?
Financial Resilience
Please specify if positive in case of any of the following:
Unless otherwise stated, the candidate is not required to specify his main assets and liabilities and their value.

(11/13) [18] Supervision of Banks: Banking Management Standard 301 - Board of Directors

a. Do you have a final judgment against you in Israel or abroad, or any monetary claim against any third party? b. Have you filed petitions for bankruptcy, reached settlements with creditors, or are you considered a bankrupt whose assets have been seized or confiscated in Israel or abroad?
c. Are you or were you a controlling shareholder, director, or senior employee (below the CEO) of an entity that was in liquidation proceedings, placed in receivership, or reached a settlement with creditors?

Additional Details. 8

Please answer the following questions and specify details as required. a. Are you familiar with the requirements of the Supervision of Banks Law and the regulations issued thereunder, or other regulatory and professional requirements that apply to you by virtue of your role as a director/auditor, and are you obligated to act in accordance with them? b. Are you aware of any impediment that may limit your ability to comply with the above requirements?

Questions D and E are required only for candidates for the position of Director.
c. Do your other occupations create potential conflicts of interest with the banking entity?
d. Do your other occupations leave you with the time to fulfill your duties as a director in the banking entity?

Question F is required only for candidates for the position of External Director. e. Do you meet the conditions set forth in Section 24(2)(d)-(e) of Banking Management Standard 301?

You are required to answer questions I and V according to the table structure below:

Name	Entity Number	Entity Type	Shareholding Percentage	Entity Type	Date of Start of Relationship	Date of End of Relationship

f. Please specify additional entities in which you serve as a member of the Board of Directors or CEO. g. Please specify entities in which you served as a member of the Board of Directors or CEO in the last five years.

For Israeli companies, also indicate the number next to the registration number as it appears in the Registrar of Companies. For foreign companies, indicate the number next to the registration number as it appears in the Registrar of Companies.
Specify the following options: Board of Directors, CEO, Director, External Director, Controlling Shareholder, Interested Party.
Specify the following options: Banking Entity, Banking Auxiliary Entity, Capital Market Entity, Other.

(11/13) [18] Supervision of Banks: Banking Management Standard 301 - Board of Directors

h. Please specify the entities in which you are a Controlling Shareholder, indicating the percentage of holding.
i. Please specify the entities in which you are an Interested Party, as defined in the Securities Law, T.S. 5293 (1968), indicating the percentage of holding.
j. Please specify the entities in the same industry to which you have a connection, for candidates for the position of Director, as stated in Section 55 of Banking Management Standard 301. k. Please specify any other relevant information.

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Declaration of the Candidate

I am aware that I am a candidate for the position of [Delete as appropriate: Board of Directors / CEO / Director / External Director / Auditor] at _______________ Company.
I undertake to notify of any changes required under Banking Management Standard 301 during the course of my tenure, as soon as they occur, that the information and details I have provided in this questionnaire are complete, accurate, and true.
I agree that the Israel Police will transfer to the Supervision of Banks on Banks criminal information about me for the purpose prescribed by law. I am aware that the Police are exempt from sending the information to me regarding the scope to which I am entitled to receive it under the Criminal Record Law, T.S. 5741-1981, and the Regulations.
I agree to the removal of any right to confidentiality or privilege regarding any information about me held by state or police bodies in Israel or abroad, including Interpol, or other supervisory authorities in Israel, such as the Supervisor of Insurance, the Supervision of Banks on Banks, and the Tax Authorities. I agree that these bodies will transfer the material in their possession to the Supervision of Banks on Banks. I am aware that the information requested in Sections 2-3 above will be used solely for the purpose of examining my candidacy and tenure as a holder of office, and will remain valid throughout any period of my tenure in a banking entity.

I declare that this signature is mine and that the content of this affidavit is true.

Signature Date

Notary Public Certification

I hereby certify that _______________ appeared before me, _______________ Attorney-at-Law, at my office located at _______________ Street, on _______________ Day, and personally identified himself/herself to me by means of ID No. _______________. Having warned him/her that he/she will be liable for the penalties prescribed by law if he/she does not declare the truth, I have verified the correctness of the declaration and he/she signed it.

__________________ ________________ ____________ Attorney-at-Law Stamp Date

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Declaration of the Banking Entity

Name of Banking Entity: ________________
Code of Banking Entity: ________________

We believe, to the best of our knowledge and information, that the candidate is fit to serve in the proposed position and that his/her appointment does not contradict any provisions of the law, and that the information and details provided by the candidate in the questionnaire are known to us.

In the event that the candidate is or was an employee of the Banking Entity, the declaration shall also refer to the following:
Regarding the internal audit reports conducted by the Internal Auditor on internal audits performed by the Bank in areas of his/her responsibility, please specify whether findings (if any) were material (Delete as appropriate: Were found / Were not found) regarding the candidate. If not material to the candidate, please delete this line.

_________________ ______________ _______________ _______________ Signature Authorized Signatory Name Date

Verification of Completeness of Submitted Material

This verification is to be performed by the Banking Entity.

Please mark V to confirm the existence of the requested information in the questionnaire:

Answers to all questions.
Declaration of the candidate before a Notary Public.
Declaration of the Banking Entity.
Curriculum Vitae.
Copy of Passport/ID.
Additional material.

(11/13) [18] Supervision of Banks: Banking Management Standard 301 - Board of Directors

Appendix B

Declaration of Office Holder at the Time of Update

I, the undersigned, holder of ID No. _______________, declare under oath that I have been warned that I will be liable for the penalties prescribed by law if I do not tell the truth, and hereby declare that all information and details I have provided in this update notification are complete, accurate, and true. I undertake to notify of any changes required under Banking Management Standard 301 during the course of my tenure, as soon as they occur.

I declare that this signature is mine and that the content of this affidavit is true.

Signature Date

Notary Public Certification

__________________ ________________ ____________ Attorney-at-Law Stamp Date

Declaration of the Banking Entity

Name of Banking Entity: ________________
Code of Banking Entity: ________________

We believe, to the best of our knowledge and information, that the office holder is fit to continue serving in his/her position and that his/her continued tenure does not contradict any provisions of the law or the regulations of the Supervision of Banks on Banks issued under Banking Management Standard 301.

_________________ ______________ _______________ _______________ Signature Authorized Signatory Name Date

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Appendix C

Capital Market Entities

Investment Trust (as defined in the Investment Trust Law, 1994) or a company managing such a trust;
A company or a Gemal Fund (as defined in the Supervision of Financial Services Law, 2005) (Gemal Funds);
Insurer (as defined in the Supervision of Insurance Business Law, 1981);
Portfolio Manager (as defined in Section 8(b) of the Regulation of the Profession of Investment Advice, Portfolio Management and Investment Services Law, 1995);
Investment Advisor (as defined in Section 7(g) of the Regulation of the Profession of Investment Advice, Portfolio Management and Investment Services Law, 1995);
Exchange Member;
Signatory who meets the fitness conditions according to Section 56(g);
Entity whose primary business is in the Capital Market.

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Updates

Version No.	Date	Details	Circular No.
1	13/9/85	Original Circular	1210
2	11/1/95	Update	1394
3	19/6/89	Update	1412
4	13/8/90	Update	1473
-----	8/91	Insertion of Banking Management Standard Regulations	1
5	21/7/92	Update	1582
6	8/11/92	Update	1606, 1609
7	3/1/93	Update	1615, 1616
8	11/7/94	Update	1715
9	2/1/95	Update	1739
-----	12/95	New Version of Banking Management Standard Compilation	7
10	21/6/98	Update	1928
11	10/1/01	Update	2021
12	22/8/01	Update	2038
13	30/11/03	Update	2122
14	28/2/05	Update	2161
15	29/12/10	Update	2287
16	6/11/11	Update	2313
17	25/12/11	Update	2320
18	30/4/12	Update	2332
-----	31/12/12	Update	2355
-----	19/11/13	Update	2403

Compensation Policy at Banking Corporations

Lineage: Amended

Timeline

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