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74    •  Republic Financial Holdings Limited 2025 Annual Report  • SUSTAINABILITY



            Corporate Governance Practices







            and the societies in which we serve.  The following guides the   The Board of Directors complies with the Model Code for
            Board’s approach to stakeholder engagement:          Securities Transaction by Insiders of Listed Companies issued
            1   Inclusivity  – We have regard for all of our stakeholders.   by  the  Trinidad  &  Tobago  Stock  Exchange  Limited.  Strict
               This inclusivity considers the interdependencies between   guidelines are provided by the Group for the occasions when
               these groups and all the factors that affect our ability to   it may be perceived that Directors and Officers have special
               create value over time. Our organisation is recognised as an   knowledge, and dealing in the entity’s shares during these
               integral corporate citizen in the societies we serve.  occasions is prohibited.  The purchase or sale of shares by an
            2  Transparency – We are committed to sharing information   insider are notified to the Corporate Secretary, reported to
               with all our stakeholders as permitted by law and our   the  Securities  Regulator,  and  tabled  for  the  information  of
               regulators.                                       the Board of Directors. All Directors are routinely reminded of
            3  Principles for Responsible Banking – We are committed   their obligations under the Code for Dealing in The Republic
               to the Principles for Responsible Banking as initiated by   Financial Holdings Limited Group securities.
               the United Nations (UN) Environment Programme Finance
               Initiative. This serves to promote responsible banking   The Board also abides by a Disclosure policy designed to
               by encouraging banks to align their operations at the   provide for accurate, timely and balanced disclosure of all
               strategic, portfolio and transactional levels with prevailing   material matters concerning the Group.
               social  and environmental commitments as  expressed
               in the Paris Climate Agreement and UN Sustainable
               Development Goals (SDGs). The inaugural Sustainability   Diversity Equity Inclusion
               Report for Republic Financial Holdings Limited was   As an equal opportunity employer, committed to Diversity,
               published this fiscal and can be accessed via the following   Equity and Inclusion, we are focused on ensuring that our
               link rfhl.com/sr2025/                             systems, policies and procedures represent and promote every
            4  Engagement – We are committed to increased        group of individuals within the communities we serve. We
               engagement with our stakeholders on varying scales.   continue to transition our model to reflect this commitment
               Currently we engage with  our employees via  direct and   throughout the Group, educating and raising awareness in
               frequent open communication, our shareholders and   our subsidiaries, with the goal of nurturing and sustaining an
               investors via annual meetings and the annual report and   environment of inclusivity and acceptance. At the Board level,
               our regulators through open discussions and forums.    there  remains  a  commitment  to  onboard  and  maintain  at
                                                                 least thirty percent of female directors.
            Provision is made for shareholders to have an opportunity to
            engage with the Group and participate effectively in Annual
            and Special Meetings through the provision of proxies.     Composition
            External Auditors and members of Senior Management and   The Board comprises a maximum of 15 Directors. The
            the Board are available at meetings with shareholders to   Chairman is an Independent Non-Executive Director.  There
            respond to questions.                                is a Senior Non-Executive Director to be known as the Senior
                                                                 Independent Director. The roles of the RFHL’s Chairman and
            The Group’s strategies, policies, agreed management   its Group President and Chief Executive Officer are separate
            performance criteria and business plans are defined and   and clearly defined.
            measurable in a manner which is precise and tangible both
            to the Board and Management.  In turn these performance   The Board considers certain core characteristics important in
            expectations and business plans are shared with each   any nominee for Director. They must:
            subsidiary. The Group’s affairs are subject to comprehensive   i   be individuals of the highest character and integrity,
            assessment against accurate and relevant information, both   ii  demonstrate a breadth and depth of management and
            financial and non-financial as appropriate, obtainable not only   leadership experience, preferably in a senior leadership
            from the Group’s internal reporting systems but externally as   role in a large or recognised organisation;
            well, enabling an informed assessment of all matters facing   iii  possess financial literacy or other professional or business
            the Board.                                             experience relevant to an understanding of the Group and
                                                                   its business; and
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