A Board approved policy has been established to enable Directors to seek Independent Professional Advice in appropriate circumstances at the Bank's expense. This facility is coordinated through the Company Secretary with the approval of the Board Chairman to assist the relevant Director/s to discharge his/her/their duties to the Bank.

The Directors at all times take necessary steps to avoid conflicts of interest or the potential conflicts of interest, in their activities with and commitments to, other organisations, Related Parties and other stakeholders. The Directors are also conscious of their obligation to deal with situations where there is a conflict of interest in accordance with the Bank’s "Policy on Managing Conflicts of Interest" and the Directions 2007 and 2024. This Policy has been developed in line with applicable regulatory requirements and best practices and its effectiveness is periodically reviewed by the Board.

The "Policy on Managing Conflicts of Interest" ensures that the Board is not dominated or significantly influenced by a Director or a group of Directors in a manner that is detrimental or prejudicial to the interests of the depositors, creditors and the Bank as a whole. As per the Policy, where there is deemed to be a conflict of interest either in respect of the Director, his/her close relation or a concern in which he/she has substantial interest, is interested, the respective Directors refrain from participating in the discussions, voicing their opinion, approving the same and accessing the information pertaining thereto, physically and/or electronically. Such actions are appropriately minuted for future reference and the Director concerned is not counted in the quorum in such instances.

In addition, "Policy on Anti-Bribery and Corruption" and relevant internal guidelines are in place to ensure the Bank's commitment towards anti-corruption practices. Further, an effective and comprehensive internal control framework for identifying, recording and disclosing Related Party Transactions is also in place.

The Directors annually confirm that there are no relationships between the Directors among themselves and as well as between the Directors, MD and KMPs are at a level that does not result in excessive familiarity, undue influence or coercion.

The Bank regularly updates the Register of Directors' Interests to meet regulatory requirements.

The appointment of the Company Secretary is governed by the provisions of Section 43 of the Banking Act No. 30 of 1988. Accordingly, the Board has appointed a Company Secretary who is an Attorney-at-Law of the Supreme Court of Sri Lanka to oversee secretarial services for the Board Meetings and shareholder meetings and to carry out other functions as specified in the statues and other regulations. The Articles of Association of the Bank specifies the conditions for the appointment and removal of the Company Secretary.

The Company Secretary is a member of the Corporate Management Team and is considered to be a part of the KMPs of the Bank. The main role of the Company Secretary is to guide the Board on discharging its duties and responsibilities, by promoting Corporate Governance best practices and informing the Board of relevant legislative and regulatory changes applicable to the same. The Company Secretary is accountable to the Board for maintaining the minutes of the Board Meetings and circulating the same among all Board Members. It is the responsibility of the Company Secretary to allow Directors to access past Board papers and minutes through the secure electronic link via iPads. Additionally, the minutes of the Board meetings are available for inspection by the Regulator at any reasonable time with reasonable notice. Further, the Company Secretary is required to make sure Directors are briefed on developments in the regulatory environment at Board Meetings to ensure that their knowledge is updated regularly to discharge their responsibilities effectively.

The Company Secretary implements the recommendations of the BNGC relating to training, capacity building and professional development programmes for the Directors.

A Board approved policy is in place, ensuring that all members of the Board have the opportunity to obtain advice and services of the Company Secretary with regard to the compliance with relevant rules, regulations, directions and statutes.

The Board remains the ultimate authority in charge of ensuring the continuity of business operations to support the going concern principle. For this purpose, a Board approved Business Continuity Plan (BCP) is in place. The BCP is reviewed and updated annually or more often if needed in cognisance with contextual changes in the internal and external operating environment, with Board approval sought for any material updates to the BCP. Under the BCP testing protocols for 2024, the Disaster Recovery (DR) Drill was conducted for an extended period of time to ensure operational resilience and preserve critical operations and services. During the Drill, all operating systems including core-banking systems were functioned through DR Servers. Moreover, a series of system simulations were conducted to measure system resilience against the worst-case scenario. The Bank has developed delegated DR Sites for all critical functions of the Bank and the delegated DR Sites were also tested quarterly to ensure proper functioning of sites as well as familiarisation of team members. With the aim of ensuring safety of occupants of the building, training on “Fire Safety and Emergency Evacuation” and Fire Drill/Evacuation Drill were also conducted.

Given the stewardship role undertaken by the Board, it is vital that all Directors remain relevant and up-to-date in terms of the skills and knowledge needed to carry out their roles and responsibilities as well as to perform their fiduciary duties as Board of Directors. Accordingly, the Directors consistently demonstrate a strong commitment to enhance their knowledge and are provided with access to learning, development and training opportunities that align with the latest developments in applicable laws, regulations, macroeconomic policies, the latest technological developments, emerging financial sector and market developments and all other areas relevant to banking industry. The BNGC, in consultation with the Board of Directors, recommends appropriate training sessions/seminars/workshops for Directors. The annual self-assessment by Directors also serves as an important source for identifying the training needs of Directors. Meanwhile, the formal induction for new Directors also covers a range of essential training modules.

Additionally, the Board encourages knowledge sharing amongst the Directors. The Board being the highest governance body also acknowledges the importance of developing and enhancing its collective knowledge on economic, environmental and social topics. During the year 2024, the Directors attended the following training programmes focusing on both general aspects of directorship and matters specific to the industry.

• FATF Mutual Evaluation (ME) - India's Best Practice
• Awareness Session on Recent Amendments to the Listing Rules and a Reminder of Certain Laws which are being actively applied in Recent Times which Directors of Banks should be cognisant about
• Presentation on Sustainability and Value Creation (SLFRS S1 and S2)
• The Role of Governance in ESG and The Current Status of Sampath Bank
• ESG Summit 2024
• Directors' Duties in Information Security: Navigating Cybersecurity Risks in the Banking Sector
• Annual High-Level Awareness Conference for Licensed Banks, Licensed Finance Companies, Money or Value Transfer Service Providers and Primary Dealers in Sri Lanka (Topics -Strengthening Governance: Enhancing Board's Accountability in Financial Institutions for Effective Compliance against Money Laundering, Terrorist Financing and Proliferation Financing in Sri Lanka and Importance of Advanced Transaction Monitoring Systems for a Bank to Identify Suspicious Transactions)
• An Introduction to Embedding Sustainability/ ESG.

The Board recognises its duty to perform essential functions decisive to the Bank’s success. It plays a key role in guiding the Company with entrepreneurial leadership, establishing a solid framework of prudent and effective controls and managing risks, which are core to the governance structure. Furthermore, the Board's responsibilities have expanded across various spheres, requiring careful and vigilant monitoring to address emerging challenges and conquer opportunities, considering the scale, nature and complexity of the business.

The Board is responsible for ensuring that the Bank fulfils all its Financial Reporting obligations. Accordingly, it provides oversight to ensure that all regulatory reports are filed with relevant authorities in a timely manner, including but not limited to the Central Bank of Sri Lanka, the Department of Inland Revenue, the Registrar of Companies and the Colombo Stock Exchange. Interim Financial Statements reflecting quarterly results, as well as the Annual Report, are published within the timelines stipulated by relevant regulatory authorities, enabling shareholders to understand the state of affairs of the Bank.

The Annual Report of the Board of Directors on the Affairs of the Company provided on pages 255 to 263 includes the declarations required by the Code 2023 concerning of financial and business reporting.

The Board monitors capital adequacy and other prudential measures as necessary to ensure that the Bank is capitalised at levels required by the CBSL from time to time. Additionally, the Bank has established a defined risk appetite and considers industry benchmarks when evaluating capital adequacy requirements. During the year under review, the Bank complied with the minimum capital adequacy requirements. To mitigate risks arising from macroeconomic challenges, the Bank has maintained an internal capital buffer above the minimum requirements set by the regulator.

The Bank in compliance with the Listing Rules and the Code 2023 established following policies and made available the same in the Bank's Corporate Web www.sampath.lk with effect from 1st October 2024. The policies are available for the shareholders, upon submission of a written request to the Company Secretary.

• Policy on Matters Relating to the Board of Directors
• Policy on Board Committees
• Policy on Corporate Governance
• Policy on Nominations and Re-election of Directors
• Policy on Remuneration
• Policy on Internal Code of Business Conduct and Ethics for Directors
• Policy on Internal Code of Business Conduct and Ethics for Employees
• Policy on Risk Management and Internal Controls
• Policy on Relations with Shareholders and Investors
• Policy on Environmental, Social and Governance Sustainability
• Policy on Control and Management of Bank Assets and Shareholder Investments
• Policy on Corporate Disclosures
• Policy on Whistleblowing
• Policy on Anti-Bribery and Corruption

Consequent to the publication effective from 1st October 2024, no amendments have been made to the aforementioned list of policies, except for the amendment made to the "Policy on Whistleblowing", "Policy on Matters Relating to the Board of Directors" and "Policy on Internal Code of Business Conduct and Ethics for Directors" as mentioned below:

Following the regulatory requirements specified in the Direction 2024 the Board undertook necessary steps to amend the said Policies as mentioned below.

• "Policy on Whistleblowing” on 31st December 2024 by incorporating regulatory requirements under heading “3. Reporting mechanism”.
• "Policy on Matters Relating to the Board of Directors" on 14th February 2025 by incorporating regulatory requirements under headings "1. Board Composition, 2. Board Responsibilities, 3. Obligations, 4. Board Meetings, 5. Chairperson, 6. Managing Director (MD), 7. Appraisal of the Board and MD and 8. Training".
• "Policy on Internal Code of Business Conduct and Ethics for Directors" on 14th February 2025 by incorporating regulatory requirements under headings "1. Standard of Conduct, 2. Key Responsibilities, 3. Fitness and propriety, 4. Conflicts of Interest, 5. Confidentiality, 6. Dealing with Financial and Non-Financial Benefits and Gifts, 7. Accommodation Granted to Directors and Connected Parties, 10. Fair Treatment to Customers, 11. Integrity in Reporting, 12. Corporate Opportunities, 13. Protection and Proper Use of Bank Assets Including Information Assets and 15. Training".

The Board collectively and Directors individually set the tone from the top for promulgating the culture of ethics and integrity across the Bank. In this regard, the "Policy on Internal Code of Business Conduct and Ethics for Directors", the Code of Conduct for Corporate Management and the Code of Conduct for other Employees are in place to ensure good governance and to inculcate a sound corporate culture that reinforces norms for professional, ethical and prudent behaviour throughout the Bank. These guidelines are reviewed periodically and updated in keeping with the latest developments. Moreover, it addresses the issues on confidentiality of data, conflicts of interest, procedures for dealing with financial and non-financial benefits and gifts, integrity in reporting and the fair treatment to customers. Bank-wide internal guidelines and the "Policy on Anti-Bribery and Corruption" have also been implemented to intensify the Bank's commitment towards anti-corruption practices.

The Bank has conducted internal training related to the code of business conduct and ethics as part of induction programmes for new employees and has obtained confirmation of compliance from all employees.

A process is in place to monitor the share transactions carried out by the Directors, KMPs and identified employees involved in financial reporting in a timely manner.

The Chairman's affirmation with regard to introduction of a Bank-wide Code of Conduct and Ethics, the status of compliance with same and his awareness of any violations thereof are given on page 148 of this Annual Report.

The Board and Board Sub-Committees, with a view to identifying and managing the social, economic, and environmental topics and their impacts, may from time to time call for comprehensive analysis reports from both external and internal resource personnel to be in line with the adequate due diligence. Further, the Board reviews the ESG factors where necessary to enhance the ESG-related areas. Moreover, information pertaining to CSR initiatives and sustainability framework of the Bank is given on the following reports.

• Our Approach to Sustainability is given on pages 33 to 38.
• Natural Capital Report is given on pages 110 to 128.
• Social and Relationship Capital Report is given on pages 94 to 109.
• Material Topics is given on pages 46 to 48.

As of 31st December 2024 Thirteen (13) Board Sub-Committees have been established by the Board of which seven (07) Committees are mandatory in terms of the applicable regulatory requirements while the other six (06) are discretionary committees established to strengthen the Board decision making process in line with international good governance practices. The quorum of each of these Sub-Committees consists of half of its members. All Sub-Committees act on behalf of the Board and function under the oversight of their respective Chair as per the Board approved TORs. Each Committee reports directly to the Board and the composition of Board Sub-Committees adheres to regulatory requirements, where applicable. Furthermore, the Chairman of the Board does not function as the Chairman of the Board Audit Committee, Board Human Resources and Remuneration Committee, Board Nominations and Governance Committee and Board Related Party Transactions Review Committee as stipulated in the regulatory requirements.

The Company Secretary or his nominee serves as the Secretary to all Sub-Committees and maintains minutes and records in sufficient detail under the supervision of the Chairperson of the Committees. The minutes of all committee meetings are submitted to the Board, thereby ensuring that the Directors are fully informed of all discussions and decisions taken by the committees. The Reports of the following Board Sub-Committees are included in this Annual Report highlighting its Memberships, Key Activities and Responsibilities and Performance during the year under review:

• Board Nominations and Governance Committee on pages 196 to 198;
• Board Audit Committee on pages 199 to 201;
• Board Human Resources and Remuneration Committee on pages 202 and 203;
• Board Integrated Risk Management Committee on pages 204 to 206;
• Board Related Party Transactions Review Committee on pages 207 and 208;
• Board Cost Monitoring Committee on page 209;
• Board Sustainability Committee on pages 210 and 211;
• Board Credit Committee on pages 212 and 213;
• Board Strategic Planning Committee on pages 214 and 215;
• Board Shareholder Relations Committee on page 216;
• Board Treasury Committee on pages 217 and 218;
• Board Marketing Committee on pages 219 to 221;
• Board IT Committee on page 222.

The Board Audit Committee has been established in keeping with practices of good governance. The BAC has a written TOR, approved by the Board which clearly defines its scope, authority, duties and meetings. The principal responsibilities of the BAC include oversight over Financial Reporting, Internal Controls, External Audit and Internal Audit. The duties of the BAC include providing assurances to the Board on the efficacy of the Bank's financial processes and integrity of the financial reports as well as monitoring the effectiveness, objectivity, integrity and independence of the External Auditor and reviewing the work of the Internal Audit function. The Bank has a separate BIRMC to perform the risk functions and maintains a separate BAC. The BAC Report, given on pages 199 to 201 in this Annual Report highlights the details of the activities, number of meetings conducted and attendance of each individual Director at such meetings.

The BAC has:

• explicit authority to investigate into matters within its TOR and any other audit related concerns;
• the resources which it needs to do so;
• full access to information;
• authority to obtain external professional advice and to invite outsiders with relevant experience to attend, if necessary.

The Chairman of the BAC, Mr Dilip de S Wijeyeratne is an Independent Non-Executive Director who is an Associate Member of the Institute of Chartered Accountants of Sri Lanka and a Fellow Member of the Chartered Institute of Management Accountants, UK. (The Profile of Mr Dilip de S Wijeyeratne is given on page 187).

As at 31st December 2024, the Committee consisted of three (03) Independent, NEDs. The members of the Committee possess a diverse set of skills and expert knowledge in finance, accounting and auditing, which align well with the Bank's size, scale, diversity and complexity of operation. In addition, the consultant to the BAC provided expert assistance and support to the committee while ensuring adherence to high standards of compliance and governance. Membership of the BAC is given on page 199 of this Annual Report. Further, the majority of the members of the BAC are not constituted by the members of the BIRMC and vice-versa.

The BAC has regular meetings in compliance with its TOR and schedules additional meetings when required. The quorum for a meeting is at least half of the committee members and requires the majority of those in attendance to be INDs. Other Board members, MD, Chief Internal Auditor (CIA), Chief Financial Officer (CFO), representative of the External Auditor and other KMPs may also attend the meetings upon the invitation of the Committee for the relevant agenda item. Consultant to the BAC also attends meetings upon the invitation of the Committee. Accordingly, the BAC met fifteen (15) times during the year under review. This includes the meetings of the BAC with the External Auditor and the Internal Auditor without the EDs being present. The details of the External Auditor, including the number of meetings between the BAC and the External Auditors without the presence of the EDs, are given under External Auditor (7.1.1). Members of the BAC are served with due notice of issues to be discussed. The conclusions of the BAC deliberations are recorded in the minutes of the meetings. The Company Secretary acts as the Secretary to the Committee and in the absence of the Company Secretary, his nominee or the CIA acts as the Secretary to the Committee and maintains minutes of the BAC meetings.

The Board reviews the adequacy and the integrity of the Bank's Internal Control Systems and Management Information Systems based on the reports provided by the BAC. Accordingly, the BAC reviews Internal Audit Reports submitted by the Internal Audit Department and monitors the follow up actions. Considering the reports provided by the BAC in 2024, the Board concluded that the Bank,s Internal Control over Financial Reporting System is effective. The Directors' Statement on Internal Control over Financial Reporting is given on pages 264 and 265. The BAC and the Board respectively review and approve the Bank's accounting policies annually or sooner if required, to ensure that they are in line with the business model of the Bank, reflecting current local and international accounting standards and industry's best practices.

During the year under review, matters reported by the BAC were duly heard and satisfactorily resolved by the Board.

Messrs Ernst & Young - Chartered Accountants functioned as the External Auditor to the Bank for the year under review. The BAC carries out necessary due diligence regarding the hiring and oversight of the External Auditor and makes recommendations to the Board. The appointment of the External Auditor is made at the Bank's AGM by the shareholders. The BAC, as the key representative body, oversees the Bank’s relations with the External Auditor and reports to the Board in this regard if a necessity arises. The BAC reviews and monitors the External Auditor’s independence, integrity, objectivity and effectiveness of their audit processes in accordance with the applicable standards and best practices. During the year under review, no removal/ resignation of External Auditor of the Bank occurred.

The BAC has made the following recommendations on matters in connection with the:

• appointment, re-appointment and removal of the External Auditor for audit services to be provided in compliance with the relevant statutes;
• implementation of the Central Bank guidelines issued to External Auditors from time to time;
• application of the relevant accounting standards;
• determination of the service period, audit fee and any resignation or dismissal of the Auditor. During the year under review the BAC ensured that the service period of the engagement of the External Audit Partner did not exceed five (05) years and that the particular Audit Partner is not re-engaged for the audit before the expiry of three years from the date of the completion of the previous term in order to preserve the integrity, independence, objectivity and effectiveness of the audit process in compliance with standards, regulations and best practice.

In accordance with Sections 22(6), 7B and 7C of the Banking (Amendment) Act No. 24 of 2024, the Bank is required to replace its External Auditor, Messrs Ernst & Young, within two years of the Act's effective date, which is prior to 15th June 2026. Accordingly, the Bank will initiate the required steps to comply and will transition to a new auditor within the stipulated deadline.

The Committee following the Direction 2024, will take the required actions to recommend and secure the approval of the shareholders to ensure the engagement of the External Auditor will not exceed six years. Additionally, the BAC will take necessary steps to request from the External Auditor to change the particular engagement partner once in every three (03) years to be in line with Section 6.2(d)(iv) of the said Direction, to be read together with Section 22(6) of the Banking Amendment Act No. 24 of 2024.

A Board approved "Policy on Engagement of External Auditors for Non-Audit Services" is in place in line with the guidelines issued by the CBSL. When assigning non-audit services to External Auditor, BAC ensures the availability of required skills and experience and ensures that independence and/or objectivity will not be impaired. Further, such services intended to be obtained from External Auditor, required approval is sought from the BAC in accordance with the regulations.

The BAC discusses issues, problems and reservations (if any) arising from the interim and final audits and any other matters the External Auditor may wish to discuss, including those matters that need to be addressed in the absence of the MD and KMPs, if necessary. The BAC met the External Auditor without the presence of the EDs of the Bank on two (02) occasions during the year 2024. Further, the BAC, before the audit commences, discusses and finalises with the External Auditor, the nature and scope of the audit to ensure that it includes:

• an assessment of the Bank's compliance with the relevant directions in relation to Corporate Governance and Internal Controls Over Financial Reporting;
• the preparation of financial statements for external purposes in accordance with relevant accounting principles and reporting obligations.

Since Messrs Ernst & Young - Chartered Accountants was engaged as the External Auditor for the year under review, a situation has not arisen that required coordination with another audit firm prior to commencing the audit.

The BAC has reviewed the External Auditor's Management Letter and the management's responses thereto. The Board has obtained independent assurance from the External Auditor to confirm that effectiveness of the Bank's Internal Controls Over Financial Reporting System as per the "Sri Lanka Standard on Assurance Engagements 3050" and this Independent Assurance Report is given on page 266. The findings presented in the Factual Findings Report of the External Auditor, addressed to the Board are consistent with the matters disclosed in this report and did not identify any inconsistencies to those reported by the Board. The recommendations made by the Auditors where relevant will be taken into consideration.

The Bank has established an Internal Audit function headed by the CIA, who functionally reports to the BAC. The CIA possesses the necessary knowledge, skills and relevant qualifications in the field of accounting/auditing, including fellow membership in the Institute of Chartered Accountants of Sri Lanka, the Chartered Institute of Management Accountants Sri Lanka and the Association of Chartered Certified Accountants UK. Additionally, the CIA, who is a member of the Corporate Management Team, has been recognised as a KMP of the Bank.

The Internal Audit Function provides an independent assurance to the Board, MD and KMPs on the quality and effectiveness of the Bank's internal controls, risk management and governance systems. The Committee ensures that the Internal Audit Function is properly positioned and independent from the first and second lines of defence and is sufficiently staffed and resourced with the required knowledge and skills to carry out its responsibilities independently, objectively and effectively. Further, the Internal Audit Function is governed through a properly documented Internal Audit Activity Charter and is accountable to the Board and the BAC. The BAC met the CIA of the Bank four (04) times during the year under review.

The BAC has an oversight of the Internal Audit function and has the following responsibilities with regard to the same which is clearly defined in the TOR of the BAC.

• Reviewing and discussing with the CIA the Annual Audit Plan, the adequacy of the scope and functions and the resources of Internal Audit Department (IAD) and ensure that the IAD has necessary authority to carry out its work.
• Reviewing and discussing the progress of the approved Audit Plan at the BAC meetings. The BAC reviewed the audit programmes, internal audit processes, internal audit reports along with the recommendations given by the IAD and ensured that appropriate actions are taken by the management to rectify the concerns raised by the IAD.
• Reviewing the performance of the CIA and the senior staff members of the IAD.
• Recommending to the Board, the appointment or termination of the head, senior staff members within the internal audit function.
• Ensuring that the BAC is apprised of resignations of senior staff members of the IAD including the CIA and providing an opportunity to the resigning senior staff members to submit reasons for resigning.
• Ensuring that the Internal Audit function is independent of the other activities it audits and performs with impartiality, proficiency and due professional care.

The BAC has reviewed the major findings of internal investigations during the year under review and the management’s responses thereto. It has also ensured that the recommendations for such investigations have been implemented.

The Bank has a Board approved "Policy on Whistleblowing" published on its official website, where a whistleblower may, in confidence, raise concerns about possible improprieties in Financial Reporting, Internal Control or other matters. The said policy enables the whistleblowers to report matters within the ambit of the policy to the regulators. The BAC ensures the effective implementation of the whistleblowing mechanism for the fair and independent investigation of such matters and for appropriate follow-up actions and to act as the key representative body for overseeing the Bank’s relation with the external auditor. The Company Secretary and the CIA takes appropriate actions for all communications including non-compliance with Bank’s code of business conduct and ethics received in his/her office in this regard, including anonymous communications, to the Chairman of the BAC who addresses the issue in an appropriate manner in line with the above procedure. The policy creates an environment of utmost confidentiality, trust and protection to all stakeholders who report irregularities in good faith and ensure that they will not be penalised or suffer any adverse treatment for doing so. Further, all employees are encouraged to blow the whistle to report on any form of suspected breaches relating to or including anti-corruption and/or bribery under the "Policy on Anti-Bribery and Corruption".

The Board is responsible for formulating and implementing appropriate and adequate Internal Control Systems and to review the adequacy and the integrity of the Bank's internal control system and management information system. The BAC is responsible to the Board for ensuring the availability of a process that designs, implements and monitors internal controls that provides reasonable assurance of achieving the Bank's objectives regarding the reliability of financial reporting, the effectiveness and efficiency of operations and compliance with applicable laws and regulations. The Annual Report includes the Directors' Statement on Internal Control Over Financial Reporting which is given on pages 264 and 265 where the Board confirms that the financial reporting system has been designed to provide reasonable assurance regarding the reliability of financial reporting and that the preparation of Financial Statements for external purposes has been done in accordance with relevant accounting principles and regulatory requirements.

Moreover, the BAC reviews the Internal Controls in place to prevent the leakage of material information to unauthorised persons and also oversee the processes to ensure that the Bank's Internal Controls and Risk Management are adequate to meet the requirements of the Sri Lanka Auditing Standards.

The Annual Report is the main channel used to present financial disclosures to stakeholders. The Annual Report aims to present a balanced and understandable assessment of the Bank's financial position, performance, business model, governance structure, risk management, internal controls as well as the challenges, opportunities and future prospects. The Bank's position and prospects have been discussed in detail in the following sections of this Annual Report.

• Chairman's Message on pages 22 to 24.
• Managing Director's Review on pages 25 to 28.
• Management Discussion and Analysis on pages 56 to 146.

Annual Audited Financial Statements and Quarterly Financial Statements are prepared and published in accordance with the formats prescribed by the supervisory and regulatory authorities in accordance with the relevant accounting standards, laws and regulations and provide a true and fair assessment of the financial position of the Bank. These Financial Statements are given on pages 274 to 421 in this Annual Report. A statement to the effect that Annual Audited Financial Statements have been prepared in line with applicable accounting standards and regulatory requirements, is included in the Annual Report of the Board of Directors on the Affairs of the Company given on pages 255 to 263.

The BAC reviews the accounting policies/systems and the internal control framework with a view to ensuring greater transparency and integrity of the Bank's financial reporting process and the adequacy of accounting and other internal controls. The Committee reviews the financial information, in order to monitor the integrity of its Financial Statements, Annual Report, Accounts and Quarterly Reports prepared for disclosure and the significant financial reporting judgments contained therein. When reviewing the Bank's Annual Report and Accounts and Quarterly Reports before submission to the Board, the Committee focuses on the following:

• judgements made by management;
• any changes in accounting policies and practices;
• significant adjustments arising from the audit;
• the going concern assumption;
• the compliance with relevant accounting standards and other legal requirements.
• any related party transaction and conflict of interest situation which have arisen within the Bank;
• removal/resignation of External Auditor (if any);
• re-appointment of external auditor.

The relevant statements by the Directors, MD, CFO, respective KMPs and Auditors regarding their reporting responsibilities on operation and finance and that of the adequacy and effectiveness of Bank's Risk Management and Internal Controls are given in the following reports of this Annual Report.

• The Managing Director's and the Chief Financial Officer's Responsibility Statement on page 267.
• The Statement of Directors' Responsibility for Financial Reporting on pages 268 and 269.
• Report of the Auditors on pages 270 to 272.
• Board Audit Committee Report on pages 199 to 201.

The Board has established a Board Human Resources and Remuneration Committee to develop policies and recommend remuneration for the Directors, the MD and KMPs respectively for approval by the Board. The BHRRC reviews the Bank’s remuneration levels vis-à-vis industry standards and other corporate benchmarks where necessary. The BHRRC has a written TOR clearly defining its scope, authority, duties and the quorum of meetings. The Chairperson of the BHRRC is an Independent, NED who is not the chair of the Board and the membership of the Committee comprised six (06) Independent, NEDs as of 31st December 2024. Further information regarding the BHRRC including the details of the members of the Committee are given in the BHRRC Report on pages 202 and 203. The MD attends BHRRC meetings by invitation. However, MD was not present at meetings when matters relating to her were discussed. The BHRRC met six (06) times during the year under review.