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Directors’ Report Cont’d

Board Of Directors Meetings And Attendance

Meetings of the Board are held every other month. Eight (8) meetings were held for the year 2022.Two (2) of these meetings were deemed as special meetings.

Attendance Record as at December 31, 2022

BOARD OF DIRECTORS ASSESSMENTS & DUE DILIGENCE

The Board completed its annual self-assessment for the year ended December 31 2021, in March 2022. Directors also completed their individual self -assessments for the period under review. As part of the due diligence policy requirements, Directors are required to complete the following due diligence forms: Directors Declaration, Code of Conduct, Fit and Proper Declaration, Social-Media and Networking Acknowledgement, Secrecy of Information, and if applicable, Potential Conflict of Interest Disclosure.

Further in 2022, Directors completed a Skills Set Matrix which provided data in relation to the skills gap of the Board. Prior to the 2022 AGM, for the benefit of the director nomination process, the following skill- gap areas were identified: Marketing & Communication, Legal and Information Technology.

COMMITTEES’ COMPOSITION & MEETINGS

The Credit Committee – As at December 31, 2022 the members of the Credit Committee were: Directors Timothy ProvidenceChairman, Judith Veira, Rolf Phillips, Saibrina Brewster-Dickson and Lennox Bowman. On June 02, 2022, Directors Judith Veira and Rolf Phillips were appointed to the Committee increasing the Committee membership to five (5). Retired Director, Errol Allen was a member of the Committee at the commencement of the 2022 financial year.

This Committee is required to meet at least four (4) times for the year to fulfill its quota of meetings. The Committee having met six (6) times for 2022, surpassed its Charter requirements.

The Audit Committee – The members of the Committee as at December 2022 were: Directors Saibrina Brewster-DicksonChairperson, Lennox Timm, Maurice Edwards and Rolf Phillips. On June 02, 2022, Directors Rolf Phillips and Maurice Edwards were appointed to the Committee replacing Directors Judith Veira - outgoing Chairperson of the Committee and retired Director Omar Davis.

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