Directors’ Report Cont’d

Board Strategic Oversight

During the 2022 financial year, the Board of Directors continued to provide strategic guidance and oversight with a view to grow the Group’s business both organically and inorganically. As such the following initiatives were pursued:

ACQUISITION OF THE CIBC FIRST CARIBBEAN INTERNATIONAL BANK LIMITED (CIBC FCIB) BOOK OF BUSINESS IN ST. VINCENT AND THE GRENADINES

Following an Agreement signed by First Caribbean International Bank (Barbados) Limited and BOSVG on October 12, 2021 to acquire the assets and assume the liabilities of CIBC FCIB in St. Vincent and the Grenadines, the Board began the integration planning process on January 25, 2022 with Consultants Deloitte & Touche. BOSVG received conditional approval to acquire the assets and banking business of the CIBC FCIB St. Vincent and the Grenadines branch on July 15, 2022 in response to BOSVG’s application of November 02, 2021. Full approval for the transaction was received from the ECCB on October 20, 2022.

REVIEW OF INVESTMENT MANAGEMENT FRAMEWORKESTABLSIHMENT OF AN AD-HOC INVESTMENT COMMITTEE

The Board established an Ad-hoc Investment Committee to advance the scope and strategic agenda of the BOSVG Investment Unit. In so doing, the Board approved a proposal for the engagement of an Investment Consultant to review the Bank’s investment management framework and to make recommendations to improve the governance and investment management operations of BOSVG, with a view to capitalizing on investment opportunities. The recommendations from the Consultant were presented to the Committee and the Board of Directors.

REGULATOR’S OVERSIGHT

INCREASED BRANCH PRESENCE – PROPOSED CHATEAUBELAIR BRANCH

The Board approved the establishment of a branch at Chateaubelair which is located on the north western side of St. Vincent. BOSVG’s branch network has evolved through the years to cover most of the mainland and the Grenadines. However, the North Leeward district remained without immediate access to banking services through the decades. BOSVG will provide the full suite of banking services through a combination of traditional and digital offerings to the community thereby creating an opportunity to grow the customer base and to engage the community through CSR programme.

Strengthening Of The Management Team

The Board approved a proposal for the recruitment of Senior Management roles and the engagement of a Talent Management Consultant to coordinate and execute the recruitment process. As a result of this exercise, the Board employed three Senior Managers - Senior Manager Human Resources, Senior Manager Internal Audit and Senior Manager Risk and Compliance. The Senior Managers were engaged from August 01, 2022.

Succession Planning Framework

In an effort to plan for the future and to satisfy the Regulator’s requirements, BOSVG is required to develop a succession plan. During the 2022 financial year, the Board through the Human Resources Committee reviewed a draft succession planning framework. This framework is expected to be completed and approved for the 2023 financial year.

The governance structure of BOSVG continues to be enhanced by virtue of the Regulator ’s examinations and independent assessments conducted in 2022.

The ECCB conducted a Remote Anti-Money Laundering and Combating the Financing of Terrorism and Proliferation (AML/CFT/CPF) Examination of BOSVG from March 21, to April 1, 2022. A Risk- Based Supervision On-site Examination was also conducted by the ECCB from October 31, 2022 to November 11, 2022. These examinations were in accordance with Section 36(c) of the St. Vincent and the Grenadines Anti-Money Laundering and Terrorist Financing Regulations 2014 and the Banking Act 2015 of St. Vincent and the Grenadines (No 4 of 2015) respectively.

Further, the Board appointed Grant Thornton as independent compliance auditors for the year 2022 to conduct an Independent AML/CFT/CPF Audit for the period April 01, 2021 to March 31, 2022. The Independent Audit was performed from August 8, 2022 to September 16, 2022.

The Board and Management have acknowledged and expressed commitment to improve the BOSVG operations by implementing the recommendations provided by the Regulator and Independent Compliance Auditor within agreed timelines.