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Initiative. This serves to promote responsible banking by Diversity Equity Inclusion
encouraging banks to align their operations at the strategic, As an equal opportunity employer, committed to Diversity,
portfolio and transactional levels with prevailing social and Equity and Inclusion, we are focused on ensuring that our
environmental commitments as expressed in the Paris systems, policies and procedures represent and promote every
Climate Agreement and UN Sustainable Development group of individuals within the communities we serve. We
Goals (SDGs). continue to transition our model to reflect this commitment
4. Engagement – We are committed to increased throughout the Group, educating and raising awareness in
engagement with our stakeholders on varying scales. our subsidiaries, with the goal of nurturing and sustaining an
Currently we engage with our employees via direct and environment of inclusivity and acceptance.
frequent open communication, our shareholders and
investors via Annual Meetings and the annual report and
our regulators through open discussions and forums. Composition

The Board comprises a maximum of 15 Directors. The
Provision is made for shareholders to have the opportunity to Chairman is an Independent Non-Executive Director. There
engage with the Group and participate effectively in Annual is a Senior Non-Executive Director to be known as the Senior
and Special Meetings through the provision of proxies. Independent Director. The roles of the RFHL’s Chairman and
external auditors and members of Senior Management and its Group President and CEO are separate and clearly defined.
the Board are available at meetings with shareholders to
respond to shareholder questions. The Board considers certain core characteristics important in
any nominee for Director. They must:
The Group’s strategies, policies, agreed management i. be individuals of the highest character and integrity,
performance criteria and business plans are defined and ii. demonstrate a breadth and depth of management and
measurable in a manner which is precise and tangible both leadership experience, preferably in a senior leadership role
to the Board and management. In turn these performance in a large or recognised organisation;
expectations and business plans are shared with each iii. possess financial literacy or other professional or business
subsidiary. The Group’s affairs are subject to comprehensive experience relevant to an understanding of the Group and
assessment against accurate and relevant information, both its business; and
financial and non-financial as appropriate, obtainable not only iv. have a demonstrated ability to think and act strategically
from the Group’s internal reporting systems but from external and independently as well as be able to work constructively
sources as well, so that informed assessment can be made of in a collegial environment.
issues facing the Board.
In identifying nominees for the position of Director, the
The Board complies with the Model Code for Securities Governance and Nomination Committee assesses whether an
Transaction by Insiders of Listed Companies issued by the individual meets the characteristics above, any gaps identified
Trinidad and Tobago Stock Exchange Limited. Strict guidelines in a skills matrix and also considers the current composition of
are provided by the Group for the occasions when it may be the Board in light of the diverse communities and geographies
perceived that Directors and Officers have special knowledge, served by the Group. It is also critical that the Directors must
and dealing in the entity’s shares during these occasions is have sufficient time available to devote to the performance of
prohibited. The purchase or sale of shares by an insider requires their Board duties.
the prior consent of the Corporate Secretary, and transactions
are tabled for the information of the Board of Directors. All In composing the Board, the aim is to include highly qualified
Directors are routinely reminded of their obligations under the and experienced individuals from diverse backgrounds,
Code for Dealing in the Republic Financial Holdings Limited including but not limited to elements of diverse geographic
Group securities. backgrounds, race, ethnicity, gender, sexual orientation, socio-

economic status, age, physical abilities, and religious beliefs.
The Board also has a disclosure policy designed to provide
for accurate, timely and balanced disclosure of all material The Board of Directors meets at least quarterly, while special
matters concerning the Group. Board meetings are called as the need arises.