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. Khaldoon Khalifa Al Mubarak

Members

H.E. Mohammed Saif Al Suwaidi

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

H.E. Jassim Mohammed Alseddiqi

Mr. Abdulhamid Saeed – 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 Remuneration and Nomination Committee

Chairman

H.H.Sheikh Tahnoon Bin Zayed Al Nahyan

Members

H.E. Nasser Ahmed Alsowaidi

H.E. Khaldoon Khalifa Al Mubarak

Mr. Abdulhamid Saeed – Group Chief Executive Officer

Permanent attendees – Mr. Peter Baker - Group Chief Human Resources Officer

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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Board Risk and Compliance Committee

Chairman

H.E. Khalifa Sultan Al Suwaidi

Members

H.E. Mohammed Thani Al Rumaithi

H.E. Mohammed Saif Al Suwaidi

Mr. Abdulhamid Saeed – Group Chief Executive Officer

Permanent attendees – Mr.Arif Shaikh – Group Chief Risk Officer

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 Al Rumaithi

H.E. Sheikh Ahmed Sultan Al Dhaheri

Mr. Abdulhamid Saeed – Group Chief Executive Officer

Permanent attendees– Mr.Nurendra Pereira - Group Chief Audit Officer

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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