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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

