Corporate Governance Instructions for Institutional Banks No. (2-2023) and its Amendments

1 Corporate Governance Instructions for Institutional Banks and its Amendments No. (2-2023)

2 Contents Page Topic Article (1): Legal Basis .................................................................................... 3 Article (2): Definitions .................................................................................... 3 Article (3): Scope of Application .................................................................... 4 Article (4): Board Composition ...................................................................... 5 Article (5): Fit and Proper of the Board and its Members .............................. 5 Article (6): Board Duties ................................................................................ 8 Article (7): Board Meetings and its Committees ........................................... 14 Article (8): Committees Emanating from the Board ..................................... 15 Article (9): Duties of the Executive Management ......................................... 20 Article (10): Fit and Proper of Executive Management Members ................. 22 Article (11): Conflict of Interest .................................................................... 23 Article (12): Performance Evaluation of Managers ....................................... 24 Article (13): Financial Remuneration for Managers ...................................... 25 Article (14): Internal Audit Department ....................................................... 26 Article (15): Risk Management Department ................................................ 27 Article (16): Compliance Department .......................................................... 28 Article (17): External Audit .......................................................................... 28 Article (18): Additional Duties for the Shariah Supervisory Board of Islamic Banks 31 Article (19): Additional Requirements for Committees Emanating from the Shariah Supervisory Board of Islamic Banks 32 Article (20): Shariah Supervisory Board ....................................................... 34 Article (21): Fit and Proper of the Board Members ...................................... 37 Article (22): Internal Shariah Audit Department .......................................... 38 Article (23): Shariah Compliance .................................................................. 39 Article (24): General and Transitional Provisions ........................................ 40 Appendices .................................................................................................... 43

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Article (1): Legal Basis These Instructions shall be titled "Corporate Governance Instructions for Institutional Banks" and are issued pursuant to the provisions of Articles (4/b/65), (59), (58), (33), (25), (a/69), and (b/99) of the Jordanian Central Bank Law No. (23) of 1971 and its amendments, and Articles (21) and (22) of the Banks Law No. (28) of 2000 and its amendments, and are considered effective from the date of their issuance.

Article (2): Definitions The meanings of the words and expressions appearing in these Instructions shall be as defined below, unless the context indicates otherwise or a specific meaning is assigned to them in other issued instructions and orders for banks:

a. Corporate Governance: The system aimed at identifying the institutional objectives of the bank, ensuring the safe management of bank operations, protecting the interests of depositors, and fulfilling the required responsibilities towards shareholders and investment account holders, and other interests, in accordance with the bank's internal policies and applicable legislation.

b. Interested Parties: Any party having an interest in the bank, such as depositors or investment account holders.

c. Board: The bank's board of directors.

d. Independent Member: A member of the bank's board of directors who is not from the main shareholders and does not come under their control, and who possesses the qualifications or experience specified in paragraph (d/5) of this Article.

e. Shariah Supervisory Board: The body that ensures compliance with Islamic Shariah principles and rules regarding the bank's contracts, transactions, and financial agreements.

f. Shariah Compliance: The framework that ensures compliance with the bank's contracts, transactions, and agreements with the principles and rules of Islamic Shariah.

g. Senior Executive Management: Includes the General Manager or Regional Manager, the Deputy General Manager or Deputy Regional Manager, the Deputy General Manager or Deputy Regional Manager, the Financial Manager, the Operations Manager, the Treasury (Investment) Manager, the Credit Facilities Manager, the Risk Management Manager, the Internal Audit Manager, the Shariah Compliance Officer, the Information Technology Security Manager, the Information Security and Cybersecurity Manager, and any employee in the bank holding a parallel executive authority or functional level equivalent to those mentioned, directly reporting to the General Manager.

h. Fit and Proper: Specific requirements related to integrity, trustworthiness, reputation, competence, and qualifications, which must be met by persons nominated for membership on the bank's board of directors and senior executive management, in accordance with the requirements in these Instructions.

i. Advisory Engagement: A position held by an individual under an agreement or contract with the bank to provide advisory services, whether under a temporary or annual contract.

j. External Auditor: Includes the audit firm, its partners, and audit team members.

k. Audit Firm: A firm practicing the profession of audit through a team of auditors registered with the Companies Control Department and licensed by the Ministry of Industry, Trade, Supply, and Tourism as a civil company according to the profession.

l. Responsible Partner in Audit: The partner authorized in the audit firm to be responsible for the audit task, who possesses the necessary experience, scientific qualifications, and certifications to issue reports on behalf of the audit firm and is qualified to sign the audit report.

m. Audit Team: Team members who perform audit procedures under the supervision of the Responsible Partner in Audit. This does not include team members providing additional services outside the scope of audit services.

n. Cybersecurity: The measures taken to protect information systems, networks, and critical infrastructure from unauthorized access (whether for restoration of work continuity or capability) or from cyber incidents resulting from failure to follow security procedures, misuse, or exposure to deception.

o. Emerging Technologies: Technologies that are still in the stages of development or early adoption and have not yet reached full maturity, but have a fundamental impact on the national economy and society, where their acceptance depends on achieving their objectives.

p. Acceptable Risk Level: The level of risk the bank is willing to assume in pursuit of its objectives, consistent with its strategic plans and policies, ensuring compliance with regulatory requirements and protecting the rights of depositors and shareholders.

Article (3): Scope of Application a. These Instructions apply to all banks operating in the Kingdom, subject to the provisions of paragraphs (b) and (c) of this Article, including Islamic banks.

b. These Instructions apply to branches of foreign banks operating in the Kingdom to the extent that the institutional governance policies and suitability requirements issued by the home country's supervisory authority or the parent bank do not conflict with the institutional governance policies and suitability requirements issued by the Central Bank of Jordan. In case of conflict, the branch must provide clarification to the Central Bank of Jordan and obtain its approval for the method of resolving the conflict, without prejudice to the more effective achievement of the institutional governance objectives for the branch.

c. The provisions of Articles (4), (5), (6), (7), and (8) do not apply to branches of foreign banks operating in the Kingdom, except for Articles (1/1/a), (1/1/b/19), (24), (18/k/l), (13/a), (12/a), (2/b/b), and the duties of the board contained in the articles applicable to branches of foreign banks operating in the Kingdom shall be the duties of the reference authority to which they are subordinate or the board.

Article (4): Board Composition a. If the bank is not owned by one shareholder, the number of board members shall be at least ten, and in no case less than seven.

b. A board member shall not hold any executive position or position that involves participating in the board between the position of Chairman and any other position, nor any advisory position or daily operational management position in the bank.

c. The number of independent members on the board shall be at least four, except for banks owned by one shareholder.

d. The composition of the board shall ensure diversity in terms of expertise, professional backgrounds, age, and gender, in a manner that enhances the quality of decision-making among board members and aligns with the size of the bank, its activities, and the nature of the banking group.

e. The bank shall commit to preparing a "Board Skills Matrix" that includes an individual and collective assessment of board members' skills and expertise, identifying gaps and training needs. This matrix shall be approved by the board and provided to the Central Bank of Jordan, along with the bank's proposed actions to address these gaps and the necessary timeline for such actions.

Article (5): Fit and Proper of the Board and its Members a. The board shall adopt a policy to ensure the fit and proper status of its members, which includes a minimum standard for this policy. The board shall review this policy whenever necessary and establish adequate systems and procedures to ensure that all members meet the criteria for fit and proper and their continued fit and proper status.

b: The following conditions must be met by anyone holding the position of board member or Chairman:

1. He must not be less than 25 years of age.
2. He must not be the General Manager or Regional Manager of the bank, or a member of the board of directors of another bank within the Kingdom, or an employee of another bank, unless it is a subsidiary bank.
3. He must not be a legal advisor, auditor, or legal consultant for the bank or its accounts, or a lawyer in the Kingdom.
4. He must hold at least a first-level university degree in accounting, finance, economics, business administration, or related fields. The Nomination and Remuneration Committee may consider other specializations if accompanied by sufficient experience related to the bank's activities or the instructions, in accordance with paragraph (d/4) of this Article.
5. He must not be an employee of any official public institution or government in the Kingdom.
6. He must have at least five years of experience in banking activities or other related economic or financial fields.
7. He must not be related to any member of the Senior Executive Management by a first-degree kinship or closer, or to the General Manager of the bank by a third-degree kinship or closer.

c. The bank shall submit a request to the Central Bank of Jordan to obtain a no-objection letter for the nomination of any person to the board, including representatives of legal persons. The board shall not appoint any person to the board without obtaining a prior no-objection letter from the Central Bank of Jordan for the candidate's position. The board shall attach the Central Bank of Jordan's no-objection letter for the nomination of board members to its decision, along with the Nomination and Remuneration Committee's recommendation. The request must include the committee's perception of the added value expected from each candidate. The bank must verify that all candidates meet all requirements of these Instructions, fill out and sign the relevant approved forms and declarations attached to these Instructions, and attach all required documents, including a comprehensive CV, certificates, qualifications, experience, a copy of the National ID (or passport for non-Jordanians), and any other documents the Central Bank of Jordan may request. Incomplete requests will not be considered.

d. The Chairman of the Board must ensure that the Central Bank of Jordan is informed of any material information that may affect the fit and proper status of any member, as well as the fit and proper status of the representative of any legal person.

e. The Nomination and Remuneration Committee shall determine the necessary requirements to ensure the independence of the member, including a minimum of:

1. He must be a natural person.
2. He must not have worked as an employee in the bank or any of its subsidiaries for the three years preceding his nomination, or for a maximum period of one year from the date of issuance of these Instructions.
3. He must not be related to any other board member or the main shareholders of the bank or the directors of its subsidiaries by a second-degree kinship or closer.
4. He must not be related to any members of the Senior Executive Management in the bank (except the General Manager) or the Senior Executive Management of any of the bank's subsidiaries by a second-degree kinship or closer.
5. He must not have been a partner or employee in the external audit firm of the bank for the three years preceding his nomination.
6. He must not be a main shareholder or a main shareholder's ally in the bank, or a main shareholder or a main shareholder's ally in the group of companies owning the bank.
7. He must not have served as a member of the board of directors of the bank or any of its subsidiaries for more than eight years in total. If a member's independence is lost, he must inform the bank, and after a break of at least four consecutive years (Cooling-off Period), he may be reappointed as an independent member if the bank has sufficient justification and obtains a no-objection letter from the Central Bank of Jordan.
8. He must not be the spouse or a first-degree relative of a person who is a member of the senior executive management, a main shareholder, or a board member of the company owning or managing it, and whose share exceeds 5% of the bank's regulatory capital. The Central Bank of Jordan may consider any member independent based on specific data, despite the application of the conditions in paragraph (e) of this Article.

f. The board may appoint a consultant with a clear mandate and specific tasks if it deems it necessary. The nature of the consultant's work must align with the scope of tasks, without including any executive or supervisory duties. This appointment must be within a specified timeframe and subject to the Central Bank of Jordan's no-objection letter, in accordance with the tasks stipulated in the Banks Law and other legislation.

Article (6): Board Duties a. The board shall supervise and monitor the executive management's policy to achieve the bank's objectives, ensuring the integrity of all bank operations and corporate governance.

b. The board shall determine the bank's strategic objectives, guide and direct the executive management to prepare policies and plans, and approve the necessary programs and actions to achieve these strategic objectives for their implementation.

c. The board shall ensure the availability of comprehensive policies, plans, procedures, and work activities at the bank that are consistent with applicable legislation, regularly reviewed, and disseminated to all administrative levels.

d. The board shall determine the bank's corporate values, draw clear lines of responsibility and accountability, and adopt a "Risk Responsibilities Map" that outlines the distribution of tasks and authorities for all bank managers, fostering a culture of high professional, ethical, and integrity standards.

e. The board is responsible for executing the requirements of the Central Bank of Jordan and other supervisory authorities, as well as the requirements of legislation and policies. The bank must be managed within the framework of legislation and policies, respecting stakeholders and other interests. Effective internal controls must be continuously available on bank activities, including activities assigned to third parties.

f. The board shall appoint the General Manager, the Risk Management Manager, the Internal Audit Manager, and the Compliance Manager, and approve their termination or resignation, subject to the provisions of paragraph (z/10) of these Instructions.

g. The board shall adopt a Risk Management Strategy that includes a framework for risk culture (Risk Culture Framework). This framework must ensure that the bank operates at an acceptable risk level, with high risk awareness and appropriate operational work environment. The board must ensure the existence of tools and infrastructure under Risk Management to identify, measure, control, and monitor all types of risks the bank is exposed to.

h. The board shall ensure the existence of reliable and sufficient administrative information systems covering all bank activities.

i. The board shall verify the bank's credit policy, which includes an institutional governance quality assessment for its corporate clients, evaluating client risk based on the governance level of general shareholding companies.

j. The board shall adopt a policy regarding sustainability, including environmental and social governance (ESG), that includes the bank's responsibility towards protecting the environment and society. The bank's disclosures in its annual report must include an Environmental and Social Policy, disclosing at least the following sustainability initiatives:

1. Social initiatives in environmental protection.
2. Social initiatives to combat poverty and unemployment.
3. Initiatives to encourage financing for small and medium enterprises.
4. Participation in initiatives with added economic value to the community.
5. Sustainability practices that comply with applicable international standards and disclosure instructions.

The board shall supervise the integration of sustainability principles and standards into the bank's strategy and risk management and corporate governance framework, including monitoring policies and risk management performance. The bank shall adopt key performance indicators to measure performance in sustainability areas and follow up on sustainability objectives. The bank shall commit to enhancing internal awareness of sustainability principles and standards through training and continuous improvement. The board shall review the bank's sustainability performance annually.

k. The board shall take measures to clearly separate the authorities of main shareholders from those of the executive management and the board, creating appropriate mechanisms to limit the influence of main shareholders from other entities. The executive management derives its authority solely from the board's delegated framework, and the board's authority is the only authority in the bank's general organizational structure.

l. The board shall adopt the bank's general organizational structure.

m. The board of directors of a bank operating within a banking group must adhere to the following:

1. If the local bank is part of a banking group, the board shall adopt the parent bank's strategic policies and adopt a group-level corporate governance manual consistent with these Instructions, ensuring its application across the entire group and its subsidiaries, taking into account the instructions issued by supervisory authorities in the countries where subsidiaries are located, to the extent possible, consistent with these Instructions.
2. If the local bank is part of a banking group, the board shall be aware of the relationships and links between units and companies, especially complex structures, and ensure the alignment of corporate governance strategies and policies within the group with the corporate governance adequacy of the parent company. Any conflict with these Instructions or instructions issued by the Central Bank of Jordan or other supervisory authorities must be resolved with the Central Bank of Jordan's approval.

n. The board shall consider the banking operations requiring its approval, including granting credit to members under the name of a committee formed by the board, such as the "Credit Facilities Committee." The board's supervisory role must not be bypassed by granting executive authorities to grant credit. The number of committee members must not be less than five, and no member may be a representative of a legal person. No member may hold membership in both this committee and the Audit Committee. The committee's authority is limited to recommending appropriate decisions on credit facilities, and it must refer the details of credit facilities approved by the executive management to the board for approval. The committee's authorities must not exceed the limits determined by the board for restructuring or rescheduling credit facilities, ensuring clear authorities for the board. Quorum for committee meetings is at least four members, and decisions are made by a majority of attending members, regardless of the total number of members. The board must be informed of the details of credit facilities approved by the committee before their implementation.

s. The board shall appoint a Secretary to the Board, determine his remuneration and termination, and his duties include:

1. Attending all board meetings, recording deliberations, suggestions, and objections, and minutes of the board's decisions and voting methods on draft decisions.
2. Determining the dates of board meetings in coordination with the Chairman.
3. Ensuring the signature of board members on meeting minutes.
4. Following up on the implementation of decisions taken by the board and reviewing any topics postponed for discussion in previous meetings.
5. Maintaining records of board meetings and documents.
6. Taking necessary measures to ensure that draft decisions issued by the board comply with the legislation issued by the Central Bank of Jordan.
7. Preparing for General Assembly meetings.
8. Cooperating with committees emanating from the board.
9. Providing the Central Bank of Jordan with the fit and proper status of board members and the Chairman.

t. The Secretary of the Board must be appointed from among those who meet the following:

1. Good reputation and conduct.
2. Hold at least a first-level university degree in one of the following fields: Business Administration, Finance, Accounting, or Law.
3. Have at least five years of practical experience in banking operations, corporate governance, or legal affairs.
4. Have deep knowledge of the Companies Law, Banks Law, and applicable legislation.
5. Have high skill in accurately preparing and documenting meeting minutes and reports.

u. The board's members must have direct access to the executive management and its committees to facilitate the performance of their assigned tasks and ensure they are not influenced by the executive management's decisions during deliberations in board or committee meetings.

v. The board shall take due diligence procedures to decide on any matter concerning the bank's operations, ensuring the highest level of performance and sound decision-making bases.

w: The Chairman of the Board shall undertake the following at a minimum:

1. Strive to establish a constructive relationship between the board and the senior executive management.
2. Encourage the expression of opinions on issues that differ from the general view.
3. Encourage discussion and voting on strategic and important issues in board meetings in detail.
4. Ensure the receipt and signing of previous meeting minutes by all board members.
5. Ensure the existence of a sufficient agenda provided with adequate notice before any meeting, including information on topics to be discussed, delivered by the Secretary of the Board.
6. Ensure the existence of a charter regulating the board's work.
7. Ensure that each board member is provided with copies of relevant laws upon election, including the Instructions, the Central Bank of Jordan's instructions, and the Board Member's Rights and Duties Handbook.

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Article (18): Additional Duties for the Shariah Supervisory Board of Islamic Banks (This article is referenced in the Table of Contents as starting on page 31. The text provided does not contain the specific content for Article 18.)

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Article (20): Shariah Supervisory Board (This article is referenced in the Table of Contents as starting on page 34. The text provided does not contain the specific content for Article 20.)

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7. Ensure that each member provides a summary of all their activities at or appointments to banks.
8. Any new member consults with the Legal Advisor / Director of the Legal Affairs Department, with assistance from the Company Secretary, to clarify the Board's tasks, especially regarding legal and regulatory requirements, including membership duration, meetings and schedules, tasks and functions of committees, and other matters. This includes the possibility of obtaining independent specialized technical advice when necessary, and the value of remuneration.
9. The Board meets the needs of its members to develop their expertise and continuous learning. This is facilitated by providing a guidance program for new members, taking into account their banking background. The program covers, as a minimum, the following topics: a. Corporate governance, the code of professional conduct, and the Bank's regulatory structure. b. The Bank's strategic objectives and its strategic plan and policies. c. The Bank's financial position. d. The Bank's risk structure and risk management framework.

Each member of the Board must, as a minimum, do the following:

1. Have sufficient knowledge of the legislation and principles related to banking operations and the environment, keeping pace with developments, and external updates relevant to their work.
2. Attend Board meetings and its committees' meetings, as well as meetings of the General Assembly and its committees, as required.
3. Dedicate sufficient time to perform their duties as a member of the Board of Directors, and on the Nomination and Remuneration Committee. This includes having a clear methodology to verify the extent of a member's association with other bodies, such as other boards of directors, forums, or entities, etc.

The Board's tasks, regarding transparency and disclosure, include, as a minimum:

1. Providing a specific mechanism to ensure communication with stakeholders through disclosure, including: a. Meetings of the General Assembly. b. The Annual Report. c. Quarterly financial reports containing information on the Bank's financial status during the year. d. The Bank's electronic website. e. The Shareholder Relations Department.
2. Ensuring a portion of the Bank's electronic website is dedicated to clarifying shareholders' rights and encouraging their participation in relevant meetings, as well as publishing documents related to meetings, including full texts of invitations and minutes.
3. Ensuring the publication of financial and non-financial information of interest to stakeholders at appropriate times. The Board confirms the accuracy and sufficiency of financial data.
4. Ensuring the inclusion of the Bank's Annual Report text, confirming the adequacy of internal control and audit systems and the information contained therein.
5. Ensuring the Bank's compliance with disclosures specified by International Financial Reporting Standards and International Standards for Financial Reporting. The Executive Management ensures awareness of changes to these standards and Central Bank instructions and other relevant legislation.
6. Ensuring the publication of the Corporate Governance Guide on the Bank's electronic website in any manner. The Bank discloses in its annual report the existence of the Corporate Governance Guide to the public, confirming its commitment to applying what is stated therein.
7. Ensuring the Bank's Annual Report includes disclosures that enable current or potential shareholders to access the results of operations and the Bank's financial position.
8. Ensuring the Annual Report includes, as a minimum: a. The Bank's general organizational structure. b. A summary of the tasks of the Board's committees. c. Information on stakeholders' interests as indicated in the Corporate Governance Guide. d. Information on each Board member, including their qualifications, experience, the amount of their capital contribution, their membership in the Bank's committees, whether they are independent, their appointment date, and any other positions they hold, such as boards of other companies. e. Information on the risk management circle, including the nature of its structure and developments. f. The number of meetings of the Board and its committees, and the number of times each member attended these meetings. g. Names of Board members who resigned during the year, including senior executive management. h. A summary of the policy on granting remuneration to the Bank's Board members, disclosing all forms of remuneration. For each senior executive management member, disclose all forms of remuneration granted, including those paid in cash. i. Resolutions of all Board members confirming that they did not receive any benefits during their work at the Bank, disclosing any material or non-material benefits received from any person with whom they have a personal relationship, for the year in question. j. Regarding governance of information technology, cyber security, fintech, and emerging technologies:
   1. The Board bears ultimate responsibility for supervising information technology and cyber security risks, ensuring alignment with the overall risk framework and emerging technologies and fintech, including an acceptable level of risk in the Bank.
   2. The Board adopts strategies for information technology, cyber security, fintech, and emerging technologies, ensuring alignment with the Bank's strategic objectives and establishing specialized functions at functional levels for digital and financial technology transformation.
   3. Relevant authorities within the Bank submit periodic reports to the Board on compliance with requirements related to the level of core risks and incidents in information technology and cyber security.
   4. The Bank commits to a pre-assessment of significant impact when adopting emerging technologies, ensuring transparency, accountability, ethics, fairness, non-discrimination, effective supervision of core decisions, continuous review of performance and risks, and customer data privacy.
   5. The governance requirements in this Article are in addition to those issued by the Central Bank through specialized instructions for this purpose.
   6. The Board is not authorized to delegate any of its authorities to any of its committees.

Article (7): Board Meetings a. The quorum for any committee meeting shall not be less than two-thirds (2/3) of its members, considering the provisions of Clause (6/n/4) of these Instructions. Furthermore, in the absence of the Committee Chair, no substitute member shall be appointed among the members. b. Board members' attendance at their meetings, considering the provisions of Clause (3/s/6) of these Instructions, may be via any means of visual communication. The Board meeting minutes shall be signed by the Company Secretary and the Legal Advisor. Committee meeting minutes shall be signed by the Committee Chair and the Company Secretary.

Article (8): Committees of the Board a. The Board forms committees, each of which includes, as a minimum, a charter approved by the Board specifying its tasks, functions, quorum, periodicity, and appointment of a Chair and Secretary. The committees record all deliberations, suggestions, reservations, and objections, and how votes are cast on committee draft resolutions. These committees must raise periodic reports to the Board and cannot absolve the Board of its responsibilities as a whole. b. The Board forms the following committees, with no member serving as Chair for more than two committees, and no member serving as Chair for more than one of the following committees:

1. Corporate Governance Committee:
   • Composed of at least three members, with the majority being independent members, and including the Board Chair.
   • Tasks: a. Supervise the preparation and adoption of the Corporate Governance Guide, expressing the Bank's view on corporate governance, its principles, importance, and understanding. Ensure best practices in this field comply with at least the minimum of applicable legislation and update it whenever necessary. b. Provide written confirmation to the Central Bank that all committee members agree with the Guide within six months of the Instructions' issuance, and within two months of any amendment. c. Verify the correction of observations in the Internal Audit Department's report regarding the Bank's commitment to the Corporate Governance Guide. d. Immediately notify the Central Bank of any violations of these Instructions and governance standards.
2. Audit Committee: a. For Jordanian Banks:
   1. The majority of the Committee members must be independent members, with the Chair being one of them. The Chair cannot be a member of any other committee of the Board, nor the Board Chair.
   2. The majority of Committee members must have qualifications in scientific, financial, or accounting fields, holding professional certifications in these fields, and possessing practical experience in banking, internal/external audit, or finance/accounting, compatible with the Bank's situation within two years of the Instructions' issuance.
   3. The Committee, considering the provisions of the Banks Law regarding its tasks and authorities, performs the following: a. Review the scope, results, and adequacy of internal and external audit in the Bank. b. Review accounting issues having a material effect on the Bank's financial statements. c. Review internal control and audit systems in the Bank.
   4. The Committee recommends to the Board the appointment, termination, and remuneration of the external auditor, including any terms of engagement for other tasks, and evaluates their independence.
   5. The Committee's charter must include: a. The Committee's authority to obtain any information directly from the Executive Management or the Internal Audit Director. b. The Committee's right to summon any administrative staff to attend its meetings.
   6. The Committee holds separate meetings with the Internal Audit Director and the external auditor.
   7. The Committee meets at least once a year with the Internal Audit Director, Compliance Director, and Legal Compliance Director, without the presence of any other senior executive management members. The Committee reviews procedures and controls to protect employees from reporting errors or matters confidentially, ensures the existence of necessary arrangements for independent investigation, and follows up on investigation results objectively.
   8. The Committee ensures the Internal Audit Department complies with the International Standards for the Professional Practice of Internal Auditing. It conducts an independent external evaluation of internal auditors at least once every five years, providing a copy to the Central Bank.
   9. The Committee ensures the Internal Audit Department has adequate resources and qualified personnel, including specialized training programs in corporate governance.
   10. The Committee ensures the rotation of internal audit staff on Bank activities at least every three years. In cases of inability to achieve this in certain areas, such as specialized IT audit, or without justified reasons, the Committee must obtain prior approval from the Board.
   11. The Committee ensures internal audit staff are not assigned any executive tasks.
   12. The Committee ensures all Bank activities are audited according to the approved risk-based approach, including those outsourced to external parties.
   13. The Committee evaluates the Internal Audit Director's performance in accordance with the approved remuneration policy and determines their remuneration, subject to the Board's approved performance standards. b. For Branches of Foreign Banks: The Committee is formed by the heads of supervisory circles at the branch, chaired by the Internal Audit Director. It operates under the supervision of the Audit Committee of the Board of Directors at the Bank, legally and with the presence of all its members. It reports its reports and recommendations to the regional authority or the parent bank to which the branch's audit activity is subordinate, exercising the tasks and authorities specified in its charter.
3. Nomination and Remuneration Committee: a. Composed of at least three members, with the majority being independent members, and including the Chair. b. Tasks:
   1. Study the suitability of candidates for joining the Board, considering their capabilities, and recommend suitable candidates to the Board, taking into account their qualifications, participation, and frequency of attendance at Board and committee meetings. Consider re-nomination.
   2. Notify any person (including a representative of a corporate person) applying for Board membership in writing that the Board decision does not include the application of these Instructions' provisions.
   3. Nominate qualified persons to join the senior executive management.
   4. Ensure Board members attend workshops or seminars on banking topics, corporate governance, risk management, and latest developments in banking operations.
   5. Determine if a member qualifies as an independent member, considering the minimum conditions, and provide an annual reference to the Central Bank regarding any changes in the independence of independent members, as per Clause (5/e) of these Instructions.
   6. Evaluate the Board's work as a whole and its committees annually, following specific bases. The Bank informs the Central Bank of the results of this evaluation, which must be an objective performance standard. The evaluation is conducted by Board members, except for members of the Nomination and Remuneration Committee, who evaluate the Committee's performance annually.
   7. Provide Board members with summaries and information on background topics, ensuring continuous updates on the latest topics related to banking operations upon request.
   8. Establish a policy for periodic review and granting performance-based remuneration to the Bank's management, including the determination of salaries, benefits, and privileges for the General Manager and other senior executive management members. The Committee is authorized to delegate this task to the Board, which must approve the policy.
   9. Verify the suitability of Board members and senior executive management members.
4. Risk Management Committee: a. Composed of at least three members, with the majority being independent members, and compatible with the Bank's situation within a maximum of one year from the Instructions' issuance. b. The Committee meets at least once every three months, whenever necessary. c. Tasks:
   1. Ensure the existence of a comprehensive risk management strategy at the Bank, including the type and level of risks, covering all Bank activities with acceptable risks.
   2. Verify the availability of policies and tools for identifying, measuring, analyzing, evaluating, and monitoring risks, reviewing them at least annually to ensure their effectiveness, and amending them if necessary.
   3. Verify the availability of a risk management system that ensures the accuracy and sufficiency of data and tools used for identifying, measuring, analyzing, evaluating, and monitoring risks and losses that may result from them.
   4. Verify the effectiveness of the Risk Management Department's procedures and the Executive Management's commitment to them.
   5. Provide the Board with periodic reports on risks the Bank is exposed to, including procedures for dealing with obtained risk levels within acceptable limits.
   6. Keep pace with developments affecting the Bank's risk management.
   7. Verify the existence of tools aiding risk management, including: a. Establishing risk indicators and self-assessment for risks. b. Preparing a historical data base for losses to identify sources and categorize them according to risk type.
      c. Providing necessary systems, mechanisms, and equipment for quantity and adequacy of tools.
   8. Verify the Risk Management Department has adequate resources and qualified personnel, including specialized training programs.
   9. Evaluate the Risk Management Director's performance in accordance with the approved performance policy and determine their remuneration, after consulting with the General Manager and the Board.
5. Compliance Committee: a. Composed of at least three members, including an independent member, and compatible with the Bank's situation within one year of the Instructions' issuance. b. The Committee meets at least once every three months, whenever necessary. c. Tasks:
   1. Ensure the existence of a specific compliance policy in the Bank and procedures derived from it, ensuring the Compliance Department is capable of performing its tasks effectively and evaluating its performance. The Committee conducts an annual evaluation of compliance risks, including at least one instance.
   2. Review periodic reports prepared by the Compliance Department and adopt the annual plan, covering compliance risks, deficiencies, violations, and corrective procedures taken.
   3. Supervise the implementation of the Bank's compliance policy by the Executive Management, ensuring prompt and appropriate resolution of all compliance-related matters.
   4. Supervise the Compliance Department's work, ensuring the existence of appropriate mechanisms to monitor all commitments, including regulatory requirements, applicable legislation, and international standards, across all administrative levels in the Bank's financial operations.
   5. Verify the Compliance Department has adequate resources and qualified personnel, including specialized training programs.
   6. Evaluate the Compliance Director's performance in accordance with the approved performance policy and determine their remuneration, after consulting with the General Manager and the Board.

Article (9): Executive Management Tasks a. Implement the Bank's activities and management in accordance with the policies/strategies approved by the Board, including risk management controls and processes for all types of risks the Bank is exposed to, ensuring compliance with all applicable legislation and not exceeding the Board's approved acceptable risk levels or the Bank's internal policies. b. Verify the existence of comprehensive work procedures for all Bank activities compatible with applicable legislation. These procedures are adopted by the General Manager, except for supervisory circles (excluding the regional manager of a foreign bank branch or the specialized Committee/Authority), which must also ensure their application. c. Prepare financial statements. d. Prepare the Bank's general organizational structure and its subordinate organizational structures, approved by the Board. This excludes units operating in the Bank, adopted by the General Manager or regional manager, and subordinate structures in local banks approved by supervisory circles. e. These structures reflect lines of responsibility and authority, clearly and detailed, including, as a minimum:

1. The Board and its committees.
2. The Executive Management and its committees.
3. Separate circles for Risk Management, Compliance, Internal Audit, and Internal Legal Audit and Security.
4. Units participating in executive operations, such as credit review staff (Middle Office), ensuring they can perform their tasks independently and without interference from executive activities, shown connected to the specialized Committee and disconnected from the General Manager.
5. Subsidiary companies and branches. f. Prepare an annual budget approved by the Board and raise periodic performance reports to the Board indicating deviations in performance and their reasons. g. Avoid any practices that may affect the independence of supervisory circles. These circles must cooperate with various Bank units to fulfill their tasks. If they encounter important issues requiring immediate action, they must inform the senior executive management. They must not be prevented from doing so by any of these circles or the senior executive management, and must inform the specialized Committee/Authority about these matters. h. Provide specialized authorities with internal and external audit findings and the time determined by them to enable them to perform their tasks optimally with required information. i. Prepare and adopt the Bank's Code of Professional Conduct, disseminating it among all employees. j. Develop employees' professional and behavioral skills in the Bank to comply with the latest ethical standards. k. Verify the existence of appropriate supervisory controls for each process or activity, separating administrative, operational, and approval tasks.

The Executive Management works on the following, in addition to what is entered in applicable legislation:

1. Developing the Bank's strategic direction.
2. Implementing the Bank's strategies and policies.
3. Implementing Board decisions.
4. Providing guidelines for implementing short and long-term work plans.
5. Establishing mechanisms to convey the Bank's vision, mission, and strategy to employees.
6. Informing the Board of all important aspects of the Bank's operations.
7. Managing the Bank's daily operations.
8. Adopting detailed descriptions of tasks for each organizational unit, except for supervisory circles, adopted by the specialized Committee/Authority. All employees in the Bank must be informed of their respective tasks.

Article (10): Suitability of Senior Executive Management Members a. The Board adopts a policy to ensure the suitability of senior executive management members in the Bank. This policy includes, as a minimum, the standards, conditions, and requirements to be met by a senior executive management member. The Board reviews this policy periodically and puts in place sufficient systems and procedures to ensure all senior executive management members meet the suitability standards and continue to possess them. b. The Board verifies that the General Manager possesses integrity, competence, technical expertise, and banking experience. c. The Board obtains its approval for any appointment, promotion, transfer, or dismissal of services of any senior executive management members in the Bank. d. The Board approves a succession plan for the Bank's senior executive management members, which the Board reviews at least once a year. e. The Board Chair ensures the Central Bank is informed of any material information that may affect the suitability of any senior executive management members. f. The following conditions must be available in persons appointed to the Bank's senior executive management:

1. They must not be a member of the board of directors of any other bank, unless it is another bank subordinate to the Bank.
2. They must be full-time.
3. They must hold at least a first-degree university degree in banking, management, accounting, finance, economics, or any other specialization related to the Bank's work.
4. They must have experience in the field of banking or the field of the candidate's function (most of which is in banking), for a period not less than five years, except for the Regional Manager or General Manager, whose experience in banking must not be less than ten years.
5. They must not have any relationship, including kinship up to the third degree in the case of the General Manager, with a principal shareholder in the Bank, or from the first degree in the case of any other senior executive management member, with any member of the Board or the Board Chair. g. The Bank must obtain no-objection from the Central Bank before appointing, promoting, transferring, or assigning any member. The request for no-objection must be accompanied by the specialized Committee's recommendation, the Board's decision, the member's declaration according to Appendix (2), the approved general organizational structure, experience certificates, scientific certificates, a certificate of no criminal record or its equivalent from the country of citizenship/residence, a copy of the civil ID or passport (for non-Jordanians), and any other attachments requested by the Central Bank.

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The Central Bank's non-objection is required for the appointment or dismissal of the General Manager / Regional Director, Internal Audit Director, Risk Management Director, and Compliance and Accountability Manager.

The Bank must verify the legal grounds for summoning any executive to the Bank's management for appointment or dismissal, and for the Central Bank to prevent the provision of services.

Article (11): Conflict of Interests

a. The Board of Directors shall adopt a policy governing all forms of conflict of interest arising therefrom, and adopt necessary measures to ensure the adequacy of controls and supervision within the Banking Group companies affiliated with the Bank. This policy shall include, at a minimum:

1. Avoiding activities that may give rise to a conflict between the Bank's interest and any interest returning to any executive in the Bank or any member of the Board in any form.

2. Disclosing immediately any matter that has arisen or may arise that creates a conflict between the Bank's interest and any interest returning to any executive in the Bank or any member of the Board in any form.

3. Not disclosing the Bank's confidential information for the benefit of the Board member for his private benefit, nor disclosing any confidential information traded by a representative person for the benefit of others, or in any manner to any person in any of the Board's committees or meetings.

4. The Board member shall not favor the Bank's interest in all transactions with any other company having an interest, and shall avoid taking commercial opportunities at the Bank for his private benefit, and shall disclose in detail any conflict of interest arising from his presence, and shall commit to not participating in the decision taken in the meeting in which it is traded, with non-attendance from any Board meeting or its committees without disclosing this conflict.

5. Examples of situations giving rise to conflicts of interest include those arising between the interest of a Board member and the Bank's interest, or between the interest of a Board member and the interest of a body member, or between the interest of an executive management member and the Bank's interest, or between the interest of any company within the Banking Group and the Bank's interest, or between the affiliated or subsidiary banks and the Bank's interest.

6. Defining related parties to the Bank in accordance with applicable legislation, and specifying the terms of transactions with them, ensuring that the related party obtains terms from the Bank better than those applied by the Bank to another customer who is not related to the Bank, including all transactions with the Bank.

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7. Determining the nature of transactions with related parties to include all types of transactions and not limiting them to credit facilities only.

8. The Bank shall monitor cases of non-compliance with the above policy and adopt procedures to ensure high integrity in its operations, and the Board shall adopt a professional conduct code that ensures the Bank's operations are conducted with high integrity, and includes at a minimum cases of conflict of interest arising from all administrative levels in the Bank.

9. The Internal Audit Department shall conduct an audit at least once a year to ensure all transactions with related parties were conducted in accordance with applicable legislation and the Bank's internal policies and procedures, and shall submit its reports and recommendations to the Audit Committee, and immediately inform the Central Bank of any violation of any applicable legislation or policies and procedures in this regard.

d. The Board shall ensure that the Executive Management possesses high integrity in its operations and avoids conflicts of interest, and implements the approved policies and procedures objectively.

e. The Board shall adopt controls to prevent the transfer of information between different departments for personal gain.

Article (12): Evaluation of Executives' Performance

a. The Board shall ensure the existence of a system to evaluate its work, its committees, and its members, at a minimum:

1. Extracting strategic plans and objectives to be used to measure (KPIs) key performance indicators for the Board and its committees.

2. Periodic communication between the Board and shareholders.

3. Periodic meetings between the Board and the Top Executive Management.

4. Member attendance at Board and committee meetings, their participation and effectiveness in them, as well as comparing their performance with others, and feedback should be obtained from other members to improve the evaluation process.

5. The extent of developing the member's knowledge of banking operations through his participation in training programs.

b. The Board shall evaluate the General Manager's performance annually according to a system prepared by the Nomination and Remuneration Committee, and the evaluation criteria shall include at a minimum: the extent of achieving the Bank's strategic plans and medium-term objectives, risk size, and comparing the financial and administrative performance of the Bank with the Central Bank's notification of the result of this evaluation.

c. The Board shall adopt a system to measure the performance of the Bank's executives other than Board members, taking into account the nature of the work of the circles to achieve their objectives, with performance indicators varying at a minimum:

1. A suitable weight is given to the Compliance Circle and Risk Management Circle to measure compliance performance, taking into account the application of internal controls and regulatory requirements.

2. Profit or total income shall not be the only element in measuring performance; other elements such as risks associated with basic operations shall be considered, in addition to measuring customer satisfaction and the circle's annual plans and objectives where applicable.

d. The performance of the Internal Audit Department staff shall be evaluated in accordance with the Internal Audit Director's policy and the performance approved by the Board.

Article (13): Financial Remuneration for Executives

a. The Board shall adopt procedures for determining the remuneration of its members, relying on the approved evaluation system.

b. The financial remuneration granting policy shall include at a minimum:

1. It is designed to attract and retain executives with competencies, skills, and experience, and to motivate and develop their performance.

2. The controls related to the remuneration of the Chairman, members of the Board and its committees, in accordance with the performance evaluation system stipulated in these Instructions, and the Bank's performance and members' suitability.

3. It is designed to ensure executives are motivated to achieve the Bank's objectives without leading to risks that negatively affect the Bank's soundness, reputation, or expose it to legal risks.

4. The granting of remuneration shall not be based only on the current year's performance, but also on medium (3-5 years) and long-term performance.

5. A deferral mechanism shall be established to pay a reasonable percentage of the remuneration (excluding salaries), determined based on the nature of the work, activities, and risks of the relevant executive.

6. The remuneration shall be in the form of fees, salaries, allowances, or share options or any other benefits that may affect the interest in this regard, taking into account the instructions.

7. A mechanism shall be established to reclaim deferred remuneration granted to the executive in case it is revealed that his performance had problems, or if the Bank was exposed to high risks due to decisions taken within his authority before him, or on the results of the audited circles.

8. Financial remuneration shall not be granted to executives of the supervisory circles, including the Internal Audit Department, depending on their supervision.

Article (14): Internal Audit Department

a. The Board shall take necessary measures to enhance the effectiveness of the Internal Audit Department by granting it the necessary importance, ensuring its independence and status in the Bank, and ensuring that internal auditors possess the necessary knowledge, skills, and competence to perform their tasks. They shall have the right to access all records and information and communicate with any executive in the Bank to prepare their reports assigned to them without any interference.

b. The Board shall ensure that the Internal Audit Department is subject to the direct supervision of the Audit Committee. Its reports shall be submitted directly to the Audit Committee, and a copy to the General Manager may also be allowed. This assignment shall not affect the independence of the Internal Audit Department.

c. The Internal Audit Department shall undertake at a minimum the following tasks:

1. Verifying the adequacy of internal control and surveillance systems and their compliance with the Bank's activities and its subsidiaries, and reviewing any modifications to the structure of these systems and documenting them.

2. Establishing an Internal Audit Charter approved by the Board upon the recommendation of the Audit Committee, which includes the tasks, methodology, and authorities of the Internal Audit Department.

3. Preparing an audit plan covering the Bank's activities, including the activities of other supervisory circles, based on the risk level of those activities, and obtaining the Audit Committee's approval, and preparing a detailed report.

4. Reviewing compliance with the corporate governance manual, policies, and documents annually, and submitting a copy to the Audit Committee and the Corporate Governance Committee.

5. Reviewing the comprehensiveness and validity of stress testing methodologies in accordance with the Board-approved (Stress Testing) and ensuring the accuracy of the procedures followed in the Bank's internal assessment of capital adequacy (ICAAP).

6. Auditing financial and administrative matters.

7. Following up on violations and observations contained in the reports of the external supervisory auditor and ensuring the existence of appropriate controls at the Executive Management to address them and prevent their recurrence.

8. Ensuring the availability of necessary procedures to receive, process, and maintain complaints from Bank customers, and submitting periodic reports on them, the internal control and accounting system related to audit and operations.

9. Retaining audit work papers and reports in accordance with applicable legislation and provisions for the specified period, and ensuring they are ready for review by the external supervisory auditor in an organized and secure manner.

Article (15): Risk Management Department

a. The Board shall ensure the independence of the Risk Management Department by granting it the necessary authorities, enabling it to obtain information from other Bank departments and cooperate with other committees, and to hold the senior executive management accountable, including verifying the handling of breaches of accepted risk levels.

b. The Board shall ensure that the Risk Management Department conducts periodic stress tests, and that the Board plays a main role in measuring the Bank's ability to withstand shocks and high risks, adopting the tests' results, used scenarios, and assumptions, and adopting necessary measures based on these results.

c. The Risk Management Department shall undertake at a minimum the following tasks:

1. Implementing the risk management strategy and developing policies and procedures for managing all types of risks.

2. Preparing risk management policies covering all Bank operations, setting clear limits and measurement criteria for each, and ensuring all employees are aware of the types of risks according to their administrative level, and periodically reviewing the risk management policies approved by the Board.

3. Preparing a comprehensive document for all accepted risks in the Bank, approved by the Board.

4. Reviewing the risk management framework in the Bank, approved by the Board.

5. Preparing the internal assessment of capital adequacy document, reviewing and verifying its application periodically, ensuring it is comprehensive and effective in identifying all possible risks the Bank faces, and relying on the Bank's strategic plan and capital plan.

6. Developing methodologies for measuring, analyzing, evaluating, and monitoring each type of risk.

7. Verifying the integration of risk measurement mechanisms with the administrative information systems used.

8. Preparing a comprehensive framework for crisis and recovery plans, including approval by the Board, and periodically checking their implementation.

9. Ensuring before launching any new system/process/service/product that it is aligned with the strategy, including identifying all resulting risks such as operational, information security, and cyber risks, and that new controls and modifications applied are compatible with the Bank's accepted risk limits.

10. Providing necessary information about Bank risks for disclosure purposes.

11. Raising recommendations to the Risk Management Committee regarding the Bank's exposures to risks and recording exceptions, in accordance with the risk management policy.

12. Monitoring the commitment of the Bank's executive departments to the specified accepted risk levels.

13. Raising reports to the Board through the Risk Management Committee, including a copy to the General Manager, comparing actual risks of all Bank activities with the accepted risk document, and following up on deviations, and the Executive Management may request special reports as needed regarding negative risks in the Bank.

Article (16): Compliance Department

a. The Board shall ensure the independence of the Compliance Department.

b. The Board shall adopt the Compliance Department's tasks, which shall include at a minimum:

1. Preparing a compliance policy to ensure the Bank's compliance with all relevant legislation, and ensuring all employees are aware of it at their administrative level, and adopting it upon recommendation of the Compliance Committee.

2. Preparing an annual compliance plan upon recommendation of the Compliance Committee.

3. Monitoring compliance of all administrative levels in the Bank with all regulatory requirements and international standards, including the Financial Action Task Force recommendations.

4. Preparing periodic reports including assessing non-compliance risks, violations, and shortcomings, and submitting copies to the Compliance Committee and the General Manager for taking corrective measures.

Article (17): External Audit

a. The Bank shall prepare an external audit policy approved by the Board whenever necessary, including at a minimum:

1. Mechanism for nominating and appointing the audit office.

2. Mechanism for determining the audit office's fees.

3. Periodic change of the audit office and team.

4. Independence requirements for the external auditor stipulated in paragraph (d) of this Article.

5. Tasks of the audit office and team.

6. Relationship between the Audit Committee and the audit office.

7. Additional services outside the scope of audit services that the audit office can be assigned.

8. Criteria for selecting the audit office and responsible partner, which shall include at a minimum:

   A. Audit Office:

   1. The number of partners responsible for audit in the office shall not be less than two partners with appropriate experience.
   2. The office shall have a global network or brand, and shall not have less than 10 years of experience in auditing banks.

   B. Responsible Partner:

   1. Shall have a good professional reputation and conduct.
   2. Shall not have been convicted of a felony or misdemeanor compromising honesty or trustworthiness.
   3. Shall hold a valid license to practice the accounting profession in accordance with the provisions of the Jordanian Accountants Law.
   4. Shall not have been prohibited from practicing the profession for less than five years due to a criminal judgment or a legal violation resulting from a professional or legal error.
   5. Shall hold at least a first university degree in Accounting or one of the related specializations in banking operations.
   6. Shall hold one of the professional certifications recognized by the Jordanian Accountants Association or other internationally recognized professional associations of accountants or auditors.
   7. Shall have practical experience in auditing accounts for at least 10 years, including at least 7 years in auditing banks, and shall be familiar with the risks and legislation issued by the Central Bank regarding them.

   C. For Islamic Banks:

   1. Shall have practical experience in auditing accounts for at least 10 years, including at least 7 years in auditing Islamic banks, and shall be familiar with the legislation issued by the Central Bank regarding Islamic banking operations, and the risks and standards of the Accounting and Auditing Organization for Islamic Financial Institutions.
   2. Shall be familiar with the standards of the Accounting and Auditing Organization for Islamic Financial Institutions and the Shari'ah Standards.

b. The Bank shall ensure regular rotation of the external auditor every seven years at most, and after obtaining the Central Bank's approval for reasons based on the contract period during the external auditor's term.

c. The old office may not be re-elected again until at least three years have passed from the last date.

d. The Audit Committee shall verify the independence of the external auditor during the contract period, and the Board shall ensure and verify the absence of conflict of interest between the Bank and the external auditor. The contracting conditions with the external auditor shall include at a minimum:

1. The external auditor shall not be a member of the Board or the board of directors/management of any affiliated companies to the Bank.

2. The external auditor shall not work permanently in any advisory, administrative, or technical capacity for the Bank or any affiliated companies during the audit assignment.

3. The external auditor shall not be a partner with any member of the Top Executive Management / Body / Board.

4. There shall be no kinship up to the second degree between the responsible partner or any member of the audit team and any member of the Board, any member of the Top Executive Management, or any member of the body or board of directors/management of any affiliated companies to the Bank.

5. The external auditor shall not deal, trade, or hold shares in the Bank or any affiliated companies directly or indirectly.

6. No member of the audit team or the responsible partner shall combine between auditing the Bank's accounts and any additional services outside the scope of audit services assigned to the audit office.

e. The Audit Committee shall verify the external auditor's qualifications and effectiveness, ensuring a clear audit scope, fees, and period compatible with the nature and size of the Bank's operations and risks.

Additional Corporate Governance Requirements for Islamic Banks

The nature of the Islamic Bank's work requires taking all measures to ensure its operations comply with Shari'ah, and providing supervisory means and tools to ensure the Islamic Bank's compliance with Shari'ah provisions, in accordance with the requirements of Articles (18-23).

Additional Tasks for the Islamic Bank's Board: Article (18)

a. The Board shall ensure the establishment of adequate controls to ensure all banking activities comply with Shari'ah provisions and principles issued by the Shari'ah Supervisory Board.

b. The Board shall adopt a policy regulating the relationship between the Bank/shareholders and investment accounts, including publishing this policy on the Bank's electronic website and submitting it to the Board for review before implementation, and ensuring quantity and quality of disclosures.

c. The Board shall adopt a manual containing policies and procedures regarding compliance with Shari'ah provisions and principles, including at a minimum:

1. A mechanism to present topics to the Board for obtaining fatwas or rulings from the Shari'ah Supervisory Board.

2. A mechanism to facilitate communication between the Bank's various units and the Shari'ah Supervisory Board regarding the Board's work procedures manual.

3. A mechanism to ensure compliance with fatwas and rulings issued by the Shari'ah Supervisory Board.

4. A mechanism to provide customers with clarification upon request regarding any fatwa issued by the Shari'ah Supervisory Board.

d. The Board shall ensure the publication of all fatwas and rulings issued by the Shari'ah Supervisory Board related to the launch of a service or product, and a mechanism to publish fatwas regarding the service or product within two months from the approval/launch date.

e. The Board shall ensure the existence of a mechanism to facilitate communication between the Bank's various units and the Shari'ah Supervisory Board, taking into account the provisions of paragraph (d/9) of these Instructions regarding the organizational structure of the Compliance and Internal Shari'ah Audit Department.

f. The Board shall ensure compliance with the governance standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions.

g. The Board shall ensure the allocation of a part of the Bank's electronic website to clarify the rights of investment account holders.

h. The Board shall verify the General Manager's implementation of all fatwas and rulings issued by the Shari'ah Supervisory Board.

i. The Board shall verify the inclusion of Shari'ah risks the Bank faces in the internal assessment methodology.

j. The Board Chairman shall ensure the provision of a guidance program to Board members on Shari'ah controls.

l. The Annual Report of the Islamic Bank shall include, taking into account the provisions of Article (6/sh) of these Instructions:

1. Confirmation by the Board of disclosures specified by the standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions, and International Financial Reporting Standards, and in case these standards are not available, International Accounting Standards and instructions, and also confirmation by the Board of the Executive Management of other relevant legislation and changes in the standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions and International Financial Reporting Standards.

2. Disclosures available to current or potential investment account holders on the results of operations, including ensuring the inclusion of the Bank's financial and Shari'ah status in the Annual Report, and confirmation by the Board and the Shari'ah Supervisory Board.

3. Information about each member of the Shari'ah Supervisory Board, including their qualifications, experience, appointment date, number of currently held positions, number of Board meetings attended by each member, and the number of resignations.

4. Disclosure of remuneration of all Shari'ah Supervisory Board members, whether material benefits were disclosed or not, and any benefits obtained during their work at the Bank, whether tangible or personal, from any related parties, for the past year.

Additional Requirements for Committees Derived from the Islamic Bank's Board: Article (19)

a. Audit Committee:

1. In the absence of any member of the Bank's audit committee having appropriate experience in Islamic Bank operations, they must be subjected to a training program in the field of auditing, accounting standards, and Shari'ah standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions and the Shari'ah Supervisory Board of Islamic Financial Services.

2. The Islamic Bank's Audit Committee shall undertake the following tasks:

   A. Reviewing procedures and controls enabling employees to report Shari'ah violations secretly, and ensuring the existence of necessary arrangements for independent investigation and following up on investigation results objectively.

   B. Recommending to the Board the appointment of the Internal Shari'ah Audit Director with approval, and verifying the Central Bank's non-objection to the appointment or dismissal of the Shari'ah Auditor upon recommendation of the Nomination and Remuneration Committee and consultation with the Shari'ah Supervisory Board.

   C. Verifying the availability of adequate resources and qualified human cadres for the Internal Shari'ah Audit Department, which shall include at a minimum:

   1. A university degree appropriate for knowledge and suitability of Islamic financial transactions and the reasons for their invalidity.
   2. Knowledge of the standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions and the Islamic Financial Services Board.

   D. Verifying the rotation of Internal Shari'ah Audit staff on the Bank's activities every three years at least, and in case of inability to achieve this in certain areas, obtaining the Committee's approval on justified grounds, especially in specialized cases of non-compliance.

   E. Verifying that Internal Shari'ah Audit staff are not assigned any executive tasks.

   F. Verifying that all Bank activities, including those outsourced to external parties, are subjected to Internal Shari'ah Audit.

   G. Recommending to the Board the adoption of the Internal Shari'ah Audit Department charter, including its tasks, and its publication within the Bank before implementation.

   H. Verifying the adequacy and effectiveness of the Internal Shari'ah Audit Department through reviewing its reports and the Executive Management's responses.

   I. Verifying the external auditor's ability to review the extent of the Bank's compliance with Shari'ah controls, and ensuring its implementation as stipulated in the engagement letter signed with it.

   J. Evaluating the performance of the Internal Shari'ah Audit Department Director in accordance with the performance evaluation policy and determining their remuneration, approved by the Board.

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and the Nomination and Remuneration Committee.

The Shariah Supervisory Board at the Islamic Bank shall perform the following tasks:

1. Ensuring that candidates for membership on the Board possess the qualifications specified in paragraph (b/5) of these Instructions, taking into account their qualifications and expertise, and verifying their knowledge of banking activities compatible with Shariah rules.

2. Studying the suitability of persons applying to join the Board, taking into account their attendance and active participation in meetings, and recommending their names to the Board for appointment.

3. Ensuring the attendance of Board members and members of the Nomination and Remuneration Committee in seminars or workshops related to developments in Islamic banking work, particularly those held abroad.

4. Verifying that candidates for senior executive management positions have at least five years of experience. Otherwise, their appointment is subject to prior approval by the Board, and they must undergo a comprehensive preparatory program in Islamic banking standards, accounting standards, and governance standards issued by the Jordanian Accounting and Auditing Organization for Islamic Financial Institutions and the Shariah Standards Council within a period not exceeding three months.

5. Establishing specific, objective, and approved criteria for evaluating the Board's performance.

6. Verifying the suitability of each Board member, taking into account the minimum conditions stipulated in paragraph (b/21) of these Instructions, and providing the Central Bank with updates on their suitability annually.

7. Recommending to the Board the adoption of a policy for determining the remuneration of the Board members.

Article (20): Shariah Supervisory Board

The Bank shall comply with what is stipulated in Article (58) of the Banks Law No. (28) of 2000 and its amendments, regarding the Shariah Supervisory Board as follows:

A. The Islamic Bank Board shall:

1. Ensure the existence of a Shariah Supervisory Board that includes a Shariah control system and a Shariah compliance system, operating independently and effectively in each unit, achieving Shariah and supervisory control objectives, and enabling appropriate accountability of the senior executive management.

2. Ensure obtaining the Board's opinion on all policies, including investment accounts, revenue generation, loss provisioning, and investment distribution, as well as contracts, transactions, and agreements related only to banking operations. If non-banking contracts, transactions, and agreements involve Shariah dimensions, they shall be presented to the Board.

3. Ensure the suitability of the Board members.

4. Establish an evaluation system prepared by the Nomination and Remuneration Committee, including an annual evaluation of the Board's performance as a whole and its members. The system shall include minimum key performance indicators for the Board's achievement of its tasks and effectiveness. The evaluation criteria shall also include the member's role in Shariah and control control meetings. The member must receive feedback, and their performance shall be compared with other Board members. The Bank shall inform the Central Bank of the evaluation results to improve the process. For foreign bank branches, this evaluation shall be conducted by the Bank's management in the home country according to approved policies.

5. Verify the existence of a signed mission statement between the Bank and the Board defining its scope of work, tasks, and remuneration.

6. Ensure the Board's access to all necessary information without restrictions on all Bank activities, and grant it all authorities enabling it to perform its assigned tasks, including contacting any administration in the Bank as required.

B. The appointment of a local Shariah Supervisory Board by the home bank shall not be less than the number of individuals in the Shariah Supervisory Board of the Islamic Bank operating in the Kingdom, such that the same conditions and tasks stipulated in these Instructions apply to it.

C. Board Meetings:

1. The Board shall meet periodically to conduct periodic reviews of the Bank's operations to ensure compliance with Shariah.

2. The Board's meetings shall not be less than six meetings per year. It shall also meet with the Board and the Audit Committee. At least one meeting shall be held every six months with the external auditor. The Board members may attend its meetings by any means, provided that the Chairman of the Board approves the agenda for discussion via visual telephone communication, and the Board Secretary records the minutes of the meeting, ensuring its legal quorum.

3. The senior executive management shall provide the Board Chairman and members with detailed and sufficient information before the Board meeting, and the Board Chairman shall ensure this.

D. The Board shall, considering the provisions of paragraph (a/53) of the Banks Law No. (28) of 2000 and its amendments, ensure compliance with the Shariah environment in the Kingdom.

E. The Board shall prepare a manual of procedures covering its work system, duties, authorities, and relationship with the Board of Directors, senior executive management, and shareholders. It shall include the mechanism for raising its reports, the mechanism for holding its meetings, and the Shariah training programs proposed by the Board for the Bank's Shariah managers.

F. The Board shall attend the general meetings of the Board or its Chairman, or be represented by a member authorized by the Board.

G. The Board shall express its opinion on the Bank's establishment contract and its basic system, ensuring their compatibility with Shariah rules and principles.

H. The Board shall apply a code of conduct practiced in the Bank regarding its members.

I. The Board member shall avoid conflicts of interest and maintain justice and fairness among stakeholders.

J. The Board shall appoint a Shariah Compliance Officer as Secretary, who shall:

1. Attend all Board meetings, record all deliberations, suggestions, and objections, and vote on draft Board decisions in minute form.

2. Determine the dates of Board meetings in coordination with the Board Chairman.

3. Receive Shariah matters from all Bank departments to prepare for Board meetings.

4. Ensure the signing of Board members on the meeting minutes and decisions.

5. Follow up on the implementation of Board decisions and fatwas, and provide the Internal Shariah Audit Department with updates or amendments on any topics discussed, postponing their presentation at a previous meeting if necessary.

6. Preserve the Board's meeting records and documents.

7. Provide the Central Bank with a certificate of the Board members' suitability.

L. The Board shall undertake Shariah and control fatwa work as follows:

1. Expressing opinions on and approving all policies, including investment accounts, revenue generation, loss provisioning, and investment distribution, related to contracts, transactions, agreements, and services involving only banking operations. If non-banking contracts, transactions, and agreements involve Shariah dimensions, they shall be presented to the Board.

2. Approving any losses resulting from Bank operations concerning investment account owners, and approving policies and guidelines related to Shariah rules.

3. Providing advice to auditors, lawyers, and consultants providing services to the Bank.

4. Approving the annual or semi-annual report on Shariah compliance, which includes the effectiveness of Shariah control systems and any weaknesses in the internal Shariah and control systems. The semi-annual report and the annual report shall be submitted to the Board and the Audit Committee, with copies to each of them and the General Assembly of Shareholders.

Article (21): Suitability of Board Members

The Islamic Bank shall ensure the suitability of Board members through the following:

A. The Board shall adopt a policy to ensure the suitability of Board members. This policy shall include the minimum standards, requirements, and conditions that the candidate member must possess, and shall be reviewed whenever necessary.

B. The following conditions must be met by anyone holding Board membership or chairmanship:

1. Holding at least a university degree in Shariah sciences in the field of Islamic jurisprudence, Islamic finance, or Islamic economics or its principles.

2. Possessing at least three years of experience in issuing fatwas and Shariah rulings, and/or at least four years of scientific research or teaching after graduation.

3. Not being indebted to any of the Bank's affiliated companies during his tenure on the Board, nor to his spouse or any family member up to the second degree.

4. Not having worked as an employee in the Bank or any of its affiliated companies during the two years preceding the nomination date.

5. Not being a member of a Shariah Supervisory Board in any other licensed Islamic bank in the Kingdom, or in more than four Shariah Supervisory Boards in financial institutions that do not accept deposits in the Kingdom.

6. Not being a member of the Bank's Board of Directors or management, or owning a company with which the Bank deals, except for ordinary banking operations or services provided by the Bank to its customers, without any preferential conditions, and subject to the same conditions as similar transactions with other parties.

7. Not being related to any members of the senior executive management or the Board by any relationship up to the second degree, nor receive any salary, financial amount, remuneration, or benefits from the Bank, except for gifts or what is received in exchange for membership in the Board, provided it does not affect his suitability.

8. Not being a shareholder in any of the Bank's affiliated companies or in the Group owning the Bank.

C. The Board member/Chairman shall be appointed for a period of four years, renewable.

D. The Bank shall obtain a no-objection letter from the Central Bank for any person nominated for Board membership, accompanied by a request for no objection according to the attached form (3), along with his CV, academic certificates, experience certificates, a certificate of no criminal record or equivalent, and a copy of his Jordanian ID or residence/passport from the home country. The Central Bank shall not consider any no-objection request if the attachments are not complete.

E. The Board Chairman shall ensure that the Central Bank is informed of any material information that may negatively affect the suitability of any Board member.

F. The appointment of Board members residing outside the Kingdom is not required unless the number exceeds half the total number of Board members.

Article (22): Internal Shariah Audit Department

A. The Board shall take the necessary procedures to enhance the effectiveness of the Internal Shariah Audit Department, strengthen the independence of internal Shariah auditors, and consolidate their activity within the Bank. They shall be given an appropriate position in the Bank's functional hierarchy, possess the necessary knowledge, skills, and competencies, and have the right to access all records and information and contact any administration in the Bank to perform their tasks without interference, enabling them to perform their assigned tasks and prepare their reports.

B. The Board shall ensure that the Internal Shariah Audit Department is directly supervised by the Audit Committee, and that its final reports are submitted to the Audit Committee and copies to the Shariah Supervisory Board.

C. The Internal Shariah Audit Department shall participate with the Board in preliminary reports and observations on its opinions and conclusions regarding Shariah matters, when necessary.

D. The performance of Internal Shariah Audit Department employees shall be evaluated by the Internal Shariah Audit Director in accordance with the approved performance evaluation policy of the Board.

E. The Audit Committee shall ensure that the Internal Shariah Audit Department is capable of performing the following tasks at a minimum:

1. Ensuring the existence of a suitable governance framework consistent with Shariah principles and rules.

2. Examining, evaluating, and assessing the adequacy and effectiveness of the Internal Shariah Supervision system at the Bank.

3. Monitoring the Bank's compliance with Shariah aspects regarding decisions and fatwas issued by the Board.

4. Following up on Shariah violations and observations in the reports of the external auditor and the supervisory authority, and working to address them with appropriate controls at the senior executive management level to prevent recurrence.

5. Preparing an Internal Shariah Audit plan covering Bank activities related to Shariah aspects, including the activities of supervisory departments therein according to the degree of Shariah risks in those activities and compliance. Its items shall be approved by the Audit Committee.

6. Examining facilities classified within the non-performing facilities category or financing facilities, to verify the absence of negligence or misconduct by the Bank in joint investment accounts.

7. Determining the amount of Shariah violation gains and following up on their disposal according to Board decisions.

8. Verifying that the senior executive management restricts policies regulating the relationship between shareholders and account owners, particularly regarding profit distribution bases and investment.

9. Submitting an annual report on the effectiveness and adequacy of internal Shariah and control systems to the Board and a copy to the Audit Committee, with appropriate recommendations for correcting weaknesses.

Article (23): Shariah Compliance

A. The Board shall ensure the existence of a Shariah Compliance function performing its tasks effectively.

B. The Board shall supervise the Shariah Compliance function, which shall submit intermittent and connected reports (annual/quarterly) to the Board and copies to the General Manager. The Board shall ensure effective and periodic communication with the Board to obtain its views on the general state of Shariah compliance within the Bank.

C. The Board shall recommend to the Board the appointment or resignation of the Shariah Compliance Officer, based on the recommendation of the Nomination and Remuneration Committee.

D. The Board shall ensure the availability of adequate resources and sufficient qualified human resources for the function. The following minimum requirements shall be met by employees:

1. A suitable university degree and knowledge of the principles of Islamic financial transactions, contracts, and their causes.

2. Knowledge of the standards issued by the Jordanian Accounting and Auditing Organization for Islamic Financial Institutions and the Shariah Standards Council of the Shariah Services Council.

E. The Bank shall determine the requirements for the Shariah Compliance function for each department, the main person responsible within that department, and the scope of the Shariah Compliance function to ensure compliance during the course of work or performance, clearly notifying the concerned employees.

F. The Bank shall ensure the independence of the Shariah Compliance function from executive activities.

G. The Bank shall take the necessary procedures in case of non-compliance by Bank employees, considering this in their performance evaluations and remuneration.

H. The Shariah Compliance shall perform the following tasks at a minimum:

1. Preparing a comprehensive Shariah Compliance policy in coordination with the Board and obtaining its approval.

2. Preparing a Shariah Compliance manual defining non-compliance risks, including Shariah compliance policies and procedures, and preparing an annual plan for evaluating and documenting Shariah compliance risks.

3. Preparing a monitoring system for major Shariah compliance risks in coordination with the Risk Management Department, developing an effective mechanism for reporting and managing these risks under the "Operational Risks" category. These risks shall be referred to in internal risk reports for regulatory capital requirement purposes.

4. Reviewing all new products and services before implementation, ensuring their compatibility with the Bank's operations, regulations, Board fatwas, and Islamic Shariah rules and principles.

5. Cooperating with the Bank to develop Shariah skills among its employees.

6. Coordinating with the Internal and External Audit Departments on matters related to Shariah compliance.

7. Conducting periodic comprehensive tests in coordination with the Risk Management Department to identify, analyze, and evaluate Shariah compliance risks, preparing a comprehensive scope regarding policies, operations, services, and products, and assessing Shariah compliance risks.

Article (24): General Provisions

A. The Board Chairman shall direct an invitation to the Central Bank to attend the general Board meetings, with sufficient time in advance, to nominate a representative.

B. The Board Chairman shall provide the Central Bank with minutes of the general Board meetings within a period not exceeding five working days from the date of the meeting, signed by the representative or the Companies Controller, and a copy of the meeting minutes.

C. The Bank shall inform the Central Bank at least thirty days before the date of the general Board meeting, to nominate the external auditor for election or re-election, at the Bank's request.

D. The Bank shall ensure that no principal shareholder in the Bank is related to any member by any relationship, including the General Manager and members of the senior executive management, up to the third degree for the General Manager and up to the first degree for other members.

E. The Bank shall ensure the representation of women in the Board and senior executive management, in accordance with the orders issued by the senior executive management and the Board, considering the Central Bank's specific requirements.

F. The Bank shall obtain a no-objection letter from the Central Bank for any nomination to the Board or the Board of Directors. The person wishing to nominate shall inform the Bank at least one month before the date of the general Board meeting, and the Bank shall inform the Central Bank of the existence of no objection.

G. Despite the availability of qualifications and experience stipulated in these Instructions for any person, the Central Bank has the discretion to object to their nomination regarding their suitability, within the framework of its authorities and views, whether regarding supervisory considerations, protection of shareholders and depositors' rights, the soundness of the Bank, the application of sound governance principles, or achieving banking stability in the Kingdom.

H. The Bank shall provide the Central Bank with any adjustments to the general organizational structure, explaining the adjustment.

I. The Bank shall provide the Central Bank with information regarding the Board members and the committees derived from them, according to the attached forms (1/4, 2/4, 3/4, 4/4) regarding the Board members and senior executive management.

J. The Bank shall provide the Central Bank with information regarding the members of the boards of directors or management bodies of the departments or administrations, according to the attached forms (1/5, 2/5, 3/5) regarding the senior executive management, including its subsidiaries and companies within and outside the Kingdom.

K. The Bank shall provide the Central Bank with the current Board members' declarations and attachments according to Form (1), the current senior executive management members' declarations and attachments according to Form (2), and the current Board members' declarations and attachments according to Form (3), all to be on the Bank's forms before 30/6/2023.

L. The Central Bank shall summon any person nominated for any position in the senior executive management of any bank for an interview before appointment, in any cases it deems necessary. The Central Bank may also summon any candidate/member from the Board or any candidate/member from the board of directors of any bank for an interview at the Bank's expense.

M. The Central Bank may appoint an external body to evaluate the governance of any bank.

N. The Central Bank may invite members of the Audit Committee, the Internal Audit Department Director, the Shariah Compliance Committee members, the Shariah Compliance Officer, or the Internal Shariah Audit Department Director or Board members to discuss any matters related to their work.

S. If necessary, the Central Bank shall coordinate with the accountants of any bank to meet and review the work papers related to the audit assignment.

T. These Instructions replace the Amended Instructions for Corporate Governance of Banks No. (63/2016).

U. The Circular No. (12186/2/10) dated 25/9/2016, attached to the Amended Instructions No. (12186/2/10) dated 25/9/2016, and all Instructions No. (2016/64) dated 25/9/2016 for Corporate Governance of Islamic Banks are repealed.

V. The Circular No. (13825/2/10) dated 28/2/2017 for External Audit of Banks, the Circular No. (1777/2/10) dated 2/2/2016, the Circular No. (12186/2/10) dated 19/11/2014, the Circular No. (2503/3/10) dated 11/1/2018, the Circular No. (578/1/10) dated 25/9/2016, the Circular No. (7068/2/10) dated 20/5/2018, the Circular No. (14350/2/10) dated 15/2/2018, the Circular No. (14358/2/10) dated 5/11/2018, and the Circular No. (1943/3/10) dated 5/11/2018 are repealed.

W. The provisions of the Circular No. (12606/2/10) dated 19/9/2017 shall continue to apply, and the Circular No. (929/1/10) dated 14/1/2021 shall continue to apply.

X. The Instructions for Internal Control and Supervision Systems No. (35/2007) dated 10/6/2007 are repealed, except for paragraph (a/53) regarding the requirements for the safety and security of banks, including special statements (Fifthteen/Hadi).

Y. All circulars issued based on these Instructions are repealed, including the Circular No. (7629/1/10) dated 19/6/2014, the Circular No. (4676/2/10) dated 8/4/2014, the Circular No. (1281/4/2/10) dated 19/11/2012, the Circular No. (12213/4/2/10) dated 19/11/2014, the Circular No. (13775/4/2/10) dated 18/11/2014, the Circular No. (9391/1/10) dated 30/3/2015, the Circular No. (3838/2/10) dated 2/8/2015, and the Circular No. (1546/1/10) dated 25/1/2022.

Z. Any paragraphs of circulars/memos/instructions that conflict with these Instructions are repealed.

Attachments

Form (1) Declaration of a Member of the Board of Directors

I, ........................................, a member of the Board of Directors of ........................................ Bank, declare:

1. That there is/is not/is not known that a declaration of bankruptcy or insolvency has been issued against me in the Hashemite Kingdom of Jordan or outside it, supported by documents.

2. That I have not entered into a settlement with creditors to settle a list of debts, nor am I unable to settle them.

3. That I have not been included in the list of returned checks due to insufficient balance or lack of balance.

4. That there is no order of seizure or attachment on all or part of my property.

5. That there is no pending criminal or investigative case against me for any crime or misdemeanor affecting honor, public decency, ethics, or integrity, whether inside or outside the Kingdom.

6. That I am not subject to investigation or prosecution before the Central Bank of Jordan or any regulatory authority.

7. That my license has not been withdrawn or refused for any company of which I was a partner.

8. That I have not been dismissed from any government position due to misconduct.

9. That there is no declaration of bankruptcy or liquidation for any activity or work of which I was a partner or manager, due to reasons relating to misconduct.

10. That I have not resigned from any financial institution where I held a position as a member, director, or manager, for reasons relating to misconduct.

11. That I have not held the position of General Manager, Chairman of the Board of Directors, or member of the Board of Directors or management of any company, unless it was compulsorily liquidated.

12. That I have not been refused a license to practice any profession, work, or trade.

13. That there is no order against me before any regulatory authority prohibiting me from working in banks.

14. That there is no restriction on me regarding any regulatory requirements, whether inside or outside the Kingdom.

15. That I have not provided misleading or incorrect information to any regulatory authority, nor been obstructive or uncooperative with it.

16. That I have not participated significantly in the management of a troubled company or commercial project, causing its default due to mismanagement.

17. That my financial situation has no problems, including any financial lawsuits or judgments pending before courts, whether inside or outside the Kingdom.

18. That there is no conflict of interest between me and the Bank.

19. That I have no relationship or connection with the General Manager of the Bank up to the third degree of kinship, or with any member of the senior executive management up to the first degree.

20. That I have no relationship or connection with the External Auditor of the Bank, except as a consultant.

21. That I am not a partner with the External Audit Team Leader or any member of the External Audit Team up to the second degree.

22. That I have no relationship or connection with any member of the Board of Directors of the Bank up to the second degree.

23. That there is no contract/agreement between me and the Bank to provide any advisory services to it.

If there are additional details, clarifications, or information regarding any of the above provisions, they shall be inserted below:

.........................................................................................................

I declare that the above information is correct, and I will inform the Bank of any changes to the above information.

Name: ........................... Signature: ........................... Date: ...........................

(Attestation of signature)

The Bank confirms that the person signing this declaration (representative of the legal entity or the individual) is suitable for the Board membership, and that the Bank and the Central Bank's suitability policy and requirements have been reviewed by the Bank, and that all information in the declaration and its attachments regarding the candidate person are accurate according to its knowledge.

Bank Name: ...........................

Name of the Bank's Representative or the Board Secretary who reviewed the declaration and its attachments: ...........................

Date: ...........................

Bank Stamp and Signature

Form (2) Declaration of a Member of the Senior Executive Management

I, ........................................, declare that I am nominated for the position of ........................................ in ........................................ Bank:

1. That there is/is not/is not known that a declaration of bankruptcy or insolvency has been issued against me in the Hashemite Kingdom of Jordan or outside it, supported by documents.

2. That I have not entered into a settlement with creditors to settle a list of debts, nor am I unable to settle them.

3. That I have not been included in the list of returned checks due to insufficient balance or lack of balance.

4. That there is no order of seizure or attachment on all or part of my property.

5. That there is no pending criminal or investigative case against me for any crime or misdemeanor affecting honor, public decency, ethics, or integrity, whether inside or outside the Kingdom.

6. That I am not subject to investigation or prosecution before the Central Bank of Jordan or any regulatory authority.

7. That my license has not been withdrawn or refused for any company of which I was a partner.

8. That I have not been dismissed from any government position due to misconduct.

9. That there is no declaration of bankruptcy or liquidation for any activity or work of which I was a partner or manager, due to reasons relating to misconduct.

10. That I have not resigned from any financial institution where I held a position as a member, director, or manager, for reasons relating to misconduct.

11. That I have not held the position of General Manager, Chairman of the Board of Directors, or member of the Board of Directors or management of any company, unless it was compulsorily liquidated.

12. That I have not been refused a license to practice any profession, work, or trade.

13. That there is no order against me before any regulatory authority prohibiting me from working in banks.

14. That there is no restriction on me regarding any regulatory requirements, whether inside or outside the Kingdom.

15. That I have not provided misleading or incorrect information to any regulatory authority, nor been obstructive or uncooperative with it.

16. That I have not participated significantly in the management of a troubled company or commercial project, causing its default due to mismanagement.

17. That my financial situation has no problems, including any financial lawsuits or judgments pending before courts, whether inside or outside the Kingdom.

18. That there is no conflict of interest between me and the Bank.

19. That I have no relationship or connection with the General Manager of the Bank up to the third degree of kinship, or with any member of the senior executive management up to the first degree.

20. That I have no relationship or connection with the External Auditor of the Bank, except as a consultant.

21. That I am not a partner with the External Audit Team Leader or any member of the External Audit Team up to the second degree.

22. That I have no relationship or connection with any member of the Board of Directors of the Bank up to the second degree.

23. That there is no contract/agreement between me and the Bank to provide any advisory services to it.

If there are additional details, clarifications, or information regarding any of the above provisions, they shall be inserted below:

.........................................................................................................

I declare that the above information is correct, and I will inform the Bank of any changes to the above information.

Name: ........................... Signature: ........................... Date: ...........................

(Attestation of signature)

The Bank confirms that the person signing this declaration (representative of the legal entity or the individual) is suitable for the senior executive management position, and that the Bank and the Central Bank's suitability policy and requirements have been reviewed by the Bank, and that all information in the declaration and its attachments regarding the candidate person are accurate according to its knowledge.

Bank Name: ...........................

Name of the Bank's Representative or the Board Secretary who reviewed the declaration and its attachments: ...........................

Date: ...........................

Bank Stamp and Signature

In the event of a declaration form being attached:

1. Bankruptcy has been declared against me or I have been declared bankrupt in the Hashemite Kingdom of Jordan or abroad.
2. I have not entered into a settlement with creditors to settle a list of debts that I am unable to pay.
3. I have not been listed on a list of returned checks due to non-existence of balance or lack of balance coverage (whether historically or currently).
4. A decision has been issued to seize all or part of my property.
5. I have been convicted of a misdemeanor or felony involving dishonesty, public morals, ethics, or honor, or there is a pending criminal or investigative case against me in this regard.
6. I am subject to investigation or accountability before the Central Bank of Jordan or any regulatory authority.
7. A license has been withdrawn or refused for any company in which I was a partner.
8. I have been dismissed from any government position due to misconduct.
9. A declaration of bankruptcy or liquidation has been issued for any activity or work in which I was a partner or manager.
10. I requested resignation from a position in a financial institution due to reasons related to misconduct.
11. I held the position of General Manager of a company whose objectives were important, or I was a member of its Board of Directors or Executive Management, and if so, the company was compulsorily liquidated.
12. A license to practice any trade, work, or profession was refused for me.
13. A decision has been issued prohibiting me from working in banks by any regulatory authority.
14. I am not subject to any restrictions in the Kingdom or abroad regarding regulatory requirements.
15. I have not provided false, misleading, or obstructive information to any regulatory authority.
16. I did not participate significantly in the management of a failed company or commercial project that caused, in whole or in part, the default.
17. I have no problems in my financial status, including any civil or financial lawsuits or judgments pending before courts inside or outside the Kingdom.
18. I have no conflict of interest between me and the Bank.
19. I do not have a relationship with the Chairman of the Board or any of the Board members or the General Manager that makes them a principal shareholder in the Bank.
20. I do not have a relationship with any of the members of the Executive Management or the Board that constitutes a first-degree kinship, or a second-degree kinship with any independent member of the Board.
21. I am not a partner with the External Auditor of the Bank or any member of the External Audit Team or the Responsible Partner within a second-degree kinship.
22. I do not have a relationship with any of the members of the Board that constitutes a second-degree kinship.

In case there are additional information, details, or clarifications regarding any of the clauses mentioned in the declaration, they must be inserted below: ....................................................................................................... ....................................................................................................... ....................................................................................................... .......................................................................................................

I declare that all the information above is correct and that I will provide the Bank with any changes to the information.

...........................Signature ................................................Name ..............................................Date

Authorized Bank Stamp The Bank confirms the suitability of the Candidate for the position according to the Bank's requirements and the Central Bank's suitability policy, and attests that the Bank has read this declaration and its attachments with care, and that the information contained in the declaration and its attachments regarding the Candidate is accurate according to its knowledge.

:Bank Name :Name of the person representing (Human Resources Department Director) who reviewed the declaration and its attachments :Date And the Bank's stamp and signature

46

Annex (3) Declaration of a Member of the Shariah Supervisory Board

I, ..........................................., a member of the Shariah Supervisory Board of the bank, declare: That I am / I do not have / It is not:

1. In the event of a declaration form being attached: Bankruptcy has been declared against me or I have been declared bankrupt in the Hashemite Kingdom of Jordan or abroad.
2. I have not entered into a settlement with creditors to settle a list of debts that I am unable to pay.
3. I have not been listed on a list of returned checks due to non-existence of balance or lack of balance coverage.
4. A decision has been issued to seize all or part of my property.
5. I have been convicted of a misdemeanor or felony involving dishonesty, public morals, ethics, or honor, or there is a pending criminal or investigative case against me in this regard.
6. I am subject to investigation or accountability before the Central Bank of Jordan or any regulatory authority.
7. A license has been withdrawn or refused for any company in which I was a partner.
8. I have been dismissed from any government position due to misconduct.
9. A declaration of bankruptcy or liquidation has been issued for any activity or work in which I was a partner or manager.
10. I requested resignation from a position in a financial institution due to reasons related to misconduct.
11. I held the position of General Manager of a company whose objectives were important, or I was a member of its Board of Directors or Executive Management, and if so, the company was compulsorily liquidated.
12. A license to practice any trade, work, or profession was refused for me.
13. A decision has been issued prohibiting me from working in banks by any regulatory authority.
14. I am not subject to any restrictions in the Kingdom or abroad regarding regulatory requirements.
15. I have not provided false, misleading, or obstructive information to any regulatory authority.
16. I did not participate significantly in the management of a failed company or commercial project that caused, in whole or in part, the default.
17. I have no problems in my financial status, including any civil or financial lawsuits or judgments pending before courts inside or outside the Kingdom.
18. I have no conflict of interest between me and the Bank.
19. My spouse or any of my family members up to the second degree, or any of the affiliated companies of the Bank, are not indebted to the Bank.
20. I was not an employee in the Bank or in any of its affiliated companies during the two years preceding my nomination.

47

21. I am not a member of the Shariah Supervisory Board of any other licensed bank in the Kingdom, nor a member of the Shariah Supervisory Boards of more than four deposit-taking financial institutions operating in the Kingdom, except for transactions with companies that the Bank deals with in its ordinary business or services provided to the Bank's clients.
22. I am not a member of the Board of Directors of the Bank or any of its affiliated companies.
23. I do not have a relationship with any of the members of the Executive Management or the Board that constitutes a second-degree kinship, nor do I receive any salary, financial amount, or compensation from the Bank, except for what I receive for my membership in the Board or for any additional work, excluding gifts or benefits that do not affect my suitability.
24. I am not a partner with the External Auditor of the Bank or any member of the External Audit Team or the Responsible Partner within a second-degree kinship.
25. I am not a shareholder in the Bank, its affiliated companies, or the Group owning the Bank.

In case there are additional information, details, or clarifications regarding any of the clauses mentioned in the declaration, they must be inserted below: ........................................................................................................... ........................................................................................................... .........................................................

I declare that all the information above is correct and that I will provide the Bank with any changes to the information.

...........................Signature ................................................Name )With authentication of signature) ..............................................Date

Authorized Bank Stamp The Bank confirms the suitability of the Candidate for membership in the Shariah Supervisory Board according to the requirements of the Shariah Supervisory Board and the Central Bank's suitability policy, and attests that the Bank has read this declaration and its attachments with care, and that all the information contained in the declaration and its attachments regarding the Candidate is accurate according to its knowledge.

:Bank Name :Name of the person representing (Secretary of the Board) who reviewed the declaration and its attachments :Date And the Bank's stamp and signature

48

Annex to the Declaration

1. Personal information about the Candidate: :Candidate Name :Position (Member of Executive Management / Member of Shariah Supervisory Board / Member of Board of Directors) :National ID Number or Passport Number for non-Jordanians :Permanent Residence Location :Phone Number :Electronic Mail :Date and Place of Birth

2. Details of the Candidate's academic and professional qualifications: Degree / Certificate Specialization Academic Institution / Country Year of Obtaining

3. Companies in which the Candidate held a senior executive position during the past ten years: Company Name Position Start Date of Employment End Date of Employment with the Bank Reason for Leaving the Position

4. Companies in which the Candidate owns shares or stakes (directly or indirectly), excluding the Bank: Company Name Nature of Activity Ownership Percentage Place of Operation

49

5. Shares owned by the Candidate in the Bank's capital, whether in his own name or on behalf of another party related to him, as an agent, guardian, or otherwise: Name of Shareholder Number of Shares Number of Shares Ownership Percentage Pledged To Pledged Amount

50

Annex (4) Model (1) Date: 20 / / .................................................... Bank / Board of Directors Chairman and Members

Name of the Person (Natural Person according to the Commercial Register or Legal Person) Representative Name of the Legal Person National ID Number / Jordanian Passport Number for non-Jordanian Members Number of Shares Owned by the Member in the Bank's Capital Number of Shares Owned by the Representative in the Bank's Capital Date of Birth Date of Resignation of the Member Date of Joining the Board Number and Date of No Objection Letter from the Central Bank of Jordan on the Nomination Academic Qualifications Practical Experience Membership in Committees emanating from the Board Membership in Boards of Directors of other companies inside and outside the Kingdom Positions currently held outside the Bank Notes Bank Stamp and Signature

Model (2) Date: 20 / / ............................................................ Bank / Legal Persons as Members of the Board of Directors

Name of the Person Legal Person ID Number Type of National ID Number (Jordanian) Paid-up Capital Nature of Activity and Objectives Names and Titles of the Chairman and Members of the Board of Directors of the Legal Person Notes Bank Stamp and Signature

Model (3) Date: 20 / / ........................................................................................ Bank / Members of the Executive Management

Name: Position Number of Segments (4) National ID Number / Jordanian Passport Number for non-Jordanian Members Date of Birth Academic Qualifications Practical Experience Date of Joining the Bank Date of Current Direct Employment in the Position Number and Date of No Objection Letter from the Central Bank of Jordan on the Appointment Number of Shares Owned in the Bank's Capital (if any) Membership in Boards of Directors of Companies as a Representative of the Bank Notes Bank Stamp and Signature

Model (4) Date: 20 / / ................................................................................ Bank / Shariah Supervisory Board Chairman and Members

Name of the Person (Natural Person according to the Commercial Register or Legal Person) National ID Number / Jordanian Passport Number for non-Jordanian Members Date of Birth Date of Joining the Board Number and Date of No Objection Letter from the Central Bank of Jordan on the Nomination Academic Qualifications Practical Experience Positions Currently Held Outside the Bank Notes Bank Stamp and Signature

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Annex (5) Model (1) Date: 20 / / ......................................................... Subsidiary Company / Board of Directors Chairman and Members

Name of the Person (Natural Person according to the Commercial Register or Legal Person) Representative Name of the Legal Person National ID Number / Jordanian Passport Number for non-Jordanian Members Number of Shares Owned by the Member in the Capital of the Subsidiary Company Number of Shares Owned by the Representative in the Capital of the Subsidiary Company Number of Shares Owned by the Member in the Bank's Capital Number of Shares Owned by the Representative in the Bank's Capital Date of Birth Date of Joining the Board / Board of Directors Academic Qualifications Practical Experience Membership in Committees emanating from the Board / Board of Directors Membership in Boards of Directors of other companies inside and outside the Kingdom Positions Currently Held Outside the Subsidiary Company Notes Bank Stamp and Signature

Model (2) Date: 20 / / ................................................................. Subsidiary Company / Legal Persons as Members of the Board of Directors / Board of Directors

Name of the Person Legal Person ID Number Type of National ID Number for the Member (Jordanian) Paid-up Capital Nature of Activity and Objectives Names and Titles of the Chairman and Members of the Board of Directors of the Legal Person Notes Bank Stamp and Signature

Model (3) Date: 20 / / ................................................................................... Subsidiary Company / Members of the Executive Management

Name: Position Number of Segments (4) National ID Number / Jordanian Passport Number for non-Jordanian Members Date of Birth Academic Qualifications Practical Experience Date of Joining the Subsidiary Company Date of Current Direct Employment in the Position Number of Shares Owned in the Capital of the Subsidiary Company (if any) Membership in Boards of Directors of Companies as a Representative of the Subsidiary Company Notes Bank Stamp and Signature

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Annex (6) Declaration of an Independent Member of the Board of Directors

I, ..........................................., a candidate for membership on the Board of Directors of ...........bank, declare:

1. I was not an employee in the Bank or in any of its affiliated companies or the companies affiliated to them during the three years preceding my nomination.
2. No relationship of kinship up to the second degree connects me to any of the Board members or the Chairman of the Board, or to any of the principal shareholders of the Bank or its affiliated companies.
3. No relationship connects me to any of the members of the Executive Management (except the General Manager) or to any of the members of the Executive Management of any of the Bank's affiliated companies within a second-degree kinship.
4. I was not an employee or partner at the External Auditor of the Bank during the three years preceding my nomination.
5. I am not a principal shareholder in the Bank, nor a principal shareholder or partner in any of the Bank's affiliated companies or the Group owning the Bank, such that my shareholding forms a partnership with the principal shareholder.
6. I do not hold membership on the Board of Directors of the Bank or the Board of Directors of its subsidiaries, totaling more than eight directorships in total during the aforementioned years.
7. I am not a member of the Board of Directors or Executive Management of any company or entity that has granted credit to the Bank exceeding 5% of the Bank's regulatory capital, nor am I a principal shareholder or owner thereof, and I commit to informing the Central Bank of Jordan immediately of the reasons for my resignation from the Board.

In case there are additional information, details, or clarifications regarding any of the clauses mentioned in the declaration, they must be inserted below: ........................................................................................................... ........................................................................................................... ........................................................................................................... ........................................................................................................... .............................................

I declare that all the information above is correct and that I will provide the Bank with any changes to the information.

...........................Signature ................................................Name )With authentication of signature) ..............................................Date

Authorized Bank Stamp The Bank confirms the independence of the Candidate according to the requirements of the Central Bank and the Bank's suitability policy, and attests that the Bank has read this declaration with care, and that the information contained in this declaration is accurate according to its knowledge.

:Bank Name :Name of the person representing (Secretary of the Board) who reviewed the declaration :Date And the Bank's stamp and signature

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Annex (7) Declaration of the Company Secretary of the Board of Directors

I, ..........................................., a candidate for the position of Company Secretary of the Board of Directors of ...........bank, declare: That I am / I do not have / It is not:

1. In the event of a declaration form being attached: Bankruptcy has been declared against me or I have been declared bankrupt in the Hashemite Kingdom of Jordan or abroad.
2. I have not entered into a settlement with creditors to settle a list of debts that I am unable to pay.
3. I have not been listed on a list of returned checks due to non-existence of balance or lack of balance coverage (whether historically or currently).
4. A decision has been issued to seize all or part of my property.
5. I have been convicted of a misdemeanor or felony involving dishonesty, public morals, ethics, or honor, or there is a pending criminal or investigative case against me in this regard.
6. I am subject to investigation or accountability before the Central Bank of Jordan or any regulatory authority.
7. A license has been withdrawn or refused for any company in which I was a partner.
8. I have been dismissed from any government position due to misconduct.
9. A declaration of bankruptcy or liquidation has been issued for any activity or work in which I was a partner or manager.
10. A decision has been issued prohibiting me from working in banks by any regulatory authority.
11. I am not subject to any restrictions in the Kingdom or abroad regarding regulatory requirements.
12. I have not provided false, misleading, or obstructive information to any regulatory authority.
13. I have no problems in my financial status, including any civil or financial lawsuits or judgments pending before courts inside or outside the Kingdom.
14. I have no conflict of interest between me and the Bank.

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In case there are additional information, details, or clarifications regarding any of the clauses mentioned in the declaration, they must be inserted below: ....................................................................................................... ....................................................................................................... ....................................................................................................... ....................................................................................................... .....................................................

I declare that all the information above is correct and that I will provide the Bank with any changes to the information.

...........................Signature ................................................Name ..............................................Date

Authorized Bank Stamp The Bank confirms the suitability of the Candidate for the position according to the Bank's requirements and the Central Bank's suitability policy, and attests that the Bank has read this declaration and its attachments with care, and that the information contained in the declaration and its attachments regarding the Candidate is accurate according to its knowledge.

:Bank Name :Name of the person representing (Human Resources Department Director) who reviewed the declaration and its attachments :Date And the Bank's stamp and signature

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Annex to the Declaration of the Company Secretary of the Board of Directors

1. Personal information about the Candidate: :Candidate Name :National ID Number :Permanent Residence Location :Phone Number :Electronic Mail :Date and Place of Birth

2. Details of the Candidate's academic and professional qualifications: Degree / Certificate Specialization Academic Institution / Country Year of Obtaining

3. Companies in which the Candidate worked during the past ten years: Company Name Position Start Date of Employment End Date of Employment with the Bank Reason for Leaving the Position

4. Companies in which the Candidate owns shares or stakes (directly or indirectly), excluding the Bank: Company Name Nature of Activity Ownership Percentage Place of Operation

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5. Shares owned by the Candidate in the Bank's capital, whether in his own name or on behalf of another party related to him, as an agent or guardian: Name of Shareholder Number of Shares Number of Shares Ownership Percentage Pledged To Pledged Amount

57

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