Page 81 - RFHL ANNUAL REPORT 2025 ONLINE_NEW

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The Committee comprises a majority of Independent Directors The Committee comprises a majority of Independent
and is chaired by an Independent Director:- Directors and is chaired by an Independent Director:-

Directors Attendance Directors Attendance

Robert B. Riley, Chairman 5 Ian L. Benjamin, Chairman 12
Nigel M. Baptiste 5 Dawn V. Callender 12
Jason K. Mootoo 3 Vincent A. Pereira 12
Michael A. Noel 5 Robert B. Riley 12
Colin A. Soo Ping Chow 5 Shameer R. Mohammed 12
Waltnel X. Sosa 4 Kristine G. Thompson 11
Robert R. Wickham 4

The Enterprise Risk Committee receives the Group’s risk The Directors of Republic Financial Holdings Limited, during
reports on Treasury and Liquidity management, and Anti- their tenure, are rotated for re-election with staggered terms
money Laundering/Combatting Financing of Terrorism to in accordance with the relevant constituent documents.
enable its comprehensive review and recommendations (if
any). Directors Waltnel Sosa and Shameer Mohammed stepped
down from the Board in October, and we thank them for
their service over the last 7 and 6 years respectively.
Governance and Nomination Committee
This Committee is responsible for establishing formal and At this Annual Meeting Kristine Thompson retires from the
transparent procedures for the selection of Executive and Board by rotation but will not offer herself for re-election.
Non-Executive Directors, reviewing the Group’s Management
Succession Plan, developing and implementing processes Incoming Directors Nalini Bansee, Dr. Timothy Affonso and
to assess and improve Board and Committee effectiveness, Yashmid Karamath also retire from the Board by rotation
and addressing issues which from time to time may emerge and being eligible, offer themselves for re-election for a term
that have implications for the governance within the Group. expiring at the close of the third Annual Meeting following
Specifically, the Governance and Nomination Committee has this appointment.
oversight of key nominations and appointments as well as
governance policy changes. The Governance and Nomination A shareholder proposal has been received nominating the
Committee meets as the need arises to ensure that all matters following persons to be proposed for election to the Board
within its remit are afforded prompt attention and priority. This pursuant to Sections 116(a) and 117(2) of the Companies Act,
Committee also oversees Board succession and maintains a Chap. 81:01.
pipeline of suitable candidates to facilitate Board refreshment 1 Dr. Patricia Mohammed
as the need arises. The management of the Director life cycle 2 Rhion Karim
and Board refreshment planning intersect to ensure the 3 Dr. Sandra Sookram
Group is continuously led by a highly skilled and experienced 4 Gregory Armorer
Board of Directors to steer the organisation successfully to
strategic goals. Additional information on the nominees are enclosed in the
proxy docket.
This Committee is also responsible for reviewing the
remuneration, performance, and incentive rewards of Senior The Board recommends that all the nominees be re-elected.
Executives to ensure that the remuneration framework is
relevant and balanced. Thirteen (13) meetings were held for
the fiscal year, and the attendance of Committee members is
detailed as follows.