Board Committees

The Board has established four committees in order to focus on key initiatives or controls of FAB and to assist in the efficiency and effectiveness of the Board.

Each committee charter is approved by the Board and outlines authority, responsibilities, meeting frequency and practices, reporting and self-evaluation. The committees are required to meet as frequently as deemed necessary to fulfill their objectives and to allow sufficient time for discussions, presentations, deliberations, and decisions for recommendations to be clearly formulated.

Board Management Committee

Chairman

H.E. Sheikh Mohamed Bin Saif Bin Mohamed Al Nahyan

Members

H.E. Mohammed Saif Al Suwaidi

H.E. Jassim Mohammed Al Seddiqi

H.E. Waleed Al Mokarrab Al Muhairi

Group Chief Executive Officer

Overview and Scope

The Board Management Committee approves and oversees execution of the FAB Group’s business plan per the strategy approved by the Board and oversees and reviews material aspects of the business of the FAB Group. The Committee meets quarterly or more frequently as deemed necessary.

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Board Risk and Compliance Committee

Chairman

H.E. Khalifa Sultan Al Suwaidi

Members

H.E. Jassim Mohammed Buatabh Al Zaabi

H.E. Dr. Sultan Ahmed Al Jaber

Group Chief Executive Officer (Non-Voting Member)

Group Chief Risk Officer (Permanent Attendee)

Overview and Scope

The Board Risk and Compliance Committee provides oversight and advice to the Group Board in relation to current and potential future risk and compliance exposures of the FAB Group. It also considers and helps direct future risk strategy, including determination of risk appetite and tolerance as well as promote a risk and compliance awareness culture among the Group. The Committee meets quarterly or more frequently as deemed necessary.

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Board Audit Committee

Chairman

H.E. Jassim Mohammed Alseddiqi

Members

H.E. Mohammed Thani Murshid Al Rumaithi

H.E. Sheikh Ahmed Mohd Sultan Al Dhahiri

H.E. Mohammed Saif Al Suwaidi

Group Chief Executive Officer (Non-Voting Member)

Group Chief Audit Officer (Permanent Attendee)

Overview and Scope

The Board Audit Committee ensures oversight of the effectiveness of the internal control systems and the quality and integrity of financial statements and financial reporting. In addition, it reviews, approves and oversees the internal and external audit programs and ensures coordination between internal and external auditors. The Group Chief Audit Officer (“GCAO”) provides reports to the Committee on internal controls. The Committee meets quarterly or more frequently as deemed necessary.

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Board Remuneration and Nomination Committee

Chairman

H.H. Shk Tahnoon Bin Zayed Al Nahyan

Members

H.E. Mohammed Bin Saif Bin Mohamed Al Nahyan

H.E. Khalifa Sultan Al Suwaidi

Group Chief Executive Officer

Group Chief Human Resources Officer (Permanent Attendee)

Overview and Scope

The Board Remuneration and Nomination Committee recommends and oversees the appointment and termination of Group Board Directors and succession planning for the Group Executive Committee members. This includes an assessment of the skills, knowledge and expertise needed to ensure they are positioned to discharge their responsibilities in the interests of the shareholders and FAB Group. The Committee also reviews and recommends to the Board FAB’s reward policy framework, approves and oversees reward design and ensures it is appropriate and consistent with the FAB Group’s culture, values, business performance and risk strategy. The Committee meets at least twice a year or more frequently as deemed necessary.

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