The Risk Committee ('RC') has been delegated authority by the Board and consists of 3 nonexecutive members of the Board, who possess appropriate knowledge, skills and expertise to understand and monitor the strategy regarding the risk appetite of the Group. The main purpose of the RC is to review, on behalf of the Board, the aggregate Risk Profile of the Group, including performance against Risk Appetite for all risk types and ensure both Risk Profile and Risk Appetite remain appropriate. The RC is responsible for the following: - Identify, assess, control and monitor financial/economic risks and non-financial risks (including operational, technological, tax, legal, reputational, and compliance, and ESG including C&E risks) which the Group faces in cooperation with the responsible Board Committees. - Ensure that the Group's overall Risk Profile and Risk Appetite remain appropriate given the evolving external environment, the key issues and themes impacting the Group and the internal control environment. - Ensure effective and on-going monitoring and review of the Group's management or mitigation of risk, including the Group's control processes, training and culture, information and communication systems and processes for monitoring and reviewing their continuing effectiveness. - Report to the Board any current or emerging topics relating to ESG risks and matters, including C&E risks and matters, that are expected to materially affect the business, operations, performance, or public image of the Group or are otherwise pertinent to it and its stakeholders and if appropriate, detail actions taken in relation to the same. - Determine the principles that should govern the management of risks (including ESG and C&E risks), through the establishment of appropriate Risk Policies. - Review and discuss with management the overall ESG strategy including the strategy to manage C&E risks, and whether the Company should initiate any additional actions or engage with any stakeholders regarding potential key ESG matters, including C&E matters. - Review and monitor key enterprise wide ESG including C&E metrics, targets, KPIs, KRIs and related goals and monitor the progress towards achieving targets and benchmarks. [...] The Nominations and Corporate Governance Committee ('NCGC') has been delegated authority by the Board and consists of 4 non-executive members of the Board, who possess appropriate knowledge, skills and expertise to provide oversight to the Group's sustainability strategy aimed at achieving present and future economic prosperity, environmental integrity, climate stability and social equity for the Group and its stakeholders. The NCGC is responsible for the following: - Develop a strategy for ESG, including C&E matters, focusing on Environmental, Climate, Ethical, Social, and Economic pillars and ensure it is embedded throughout the operations of the Group. - Advise, support and guide the Chief Executive Officer ('CEO') and Executive Management Team in formulating and implementing a business strategy geared to the sustainable development of the Group taking into account ESG, including C&E impacts. - Oversee the Sustainability Committee's ('SC') implementation and progress of the ESG working plan. - Review the institution's response and plan of action to the objectives set out under international agreements. - Review and approve the ESG targets and KPIs, including C&E targets and KPIs, and monitor their performance. - Review and approve the non-financial disclosures presented by the SC. - Review and approve the ESG and Environmental Policy and Sustainable Finance Framework which enables BOCH and/or BOC PCL to issue Green/Social or Sustainable bonds. [...] The Sustainability Committee ('SC') is an executive level committee chaired by the CEO and has as a primary role the oversight of the ESG agenda of the Group aiming to lead the Group towards a cleaner, fairer, healthier, and safer world. This will be achieved by helping its customers manage risks in a long-term sustainable and equitable way and aims for the Group to be an employer of choice in Cyprus. The SC is responsible for the following: - Monitor and review the development of the Group's ESG strategy for managing ESG risks, including C&E risks. - Oversee the implementation of the Group's ESG & Climate strategy. - Review the institution's response and plan of action to the objectives set out under international agreements. - Review ESG targets and KPIs, including C&E targets and KPIs. - Review the incorporation of ESG including C&E targets, KPIs and KRIs in the business strategy. - Monitor progress against the Group's ESG working plan including the implementation of the ECB Guide on C&E risks. - Oversee the degree of the Group's alignment with regulatory ESG including C&E related guidance, rules (such as EU Taxonomy, SFDR, NFRD and TCFD) and ECB expectations. - Oversee the establishment of environmentally friendly products and Sustainable Finance Framework. - Review policies relating to ESG matters and risks, including C&E matters and risks, to ensure that they are in line with the needs of the Group and the Group's ESG strategy and that they comply with applicable legal and regulatory requirements. - Review non-financial disclosures including but not limited to the TCFD, relevant ESG disclosures in Pillar III and the annual Sustainability Report. - Monitor the external ESG and C&E trends affecting the formulation of ESG policies, strategies and objectives. [...] The Group has compiled in 2022 an ESG working plan which is monitored by Investor Relations & ESG Department ('IR&ESG'), Risk Management Division ('RMD'), the SC and ultimately by NCGC and RC. The ESG working plan is structured in workstreams which are designed to articulate delivery of Group's ESG strategic objectives and are aligned with ECB expectations, LSE Disclosure requirements and other regulatory disclosure requirements. Each workstream is associated with specific activities designed to meet relevant reporting and regulatory requirements and achieve the Group's targets and objectives. For the successful delivery of the Group's ESG strategic objectives the Group has formed an ESG working group comprising of experts from various departments assigned with specific activities under the ESG working plan. Each activity completed by the ESG working group, is reviewed by the IR&ESG and RMD. The progress, status and output of activities is communicated to SC, as it has the responsibility for the oversight of all ESG activities and SC recommends output for activities relating to ESG policy, strategy and disclosures to EXCO for approval (except those activities relating to ESG and C&E risks). Following EXCO approval those activities are recommended to NCGC for approval (except for those activities relating to ESG and C&E risks). Specifically, the process through which the Board Committees are informed on environmental and climate-related issues is presented below: - SC reviews policies relating to ESG matters, including C&E matters, to ensure that they are in line with the needs of the Group and the Group's ESG strategy and that they comply with applicable legal and regulatory requirements. The SC recommends approval of policies to EXCO (excluding ESG and C&E risks related policies). Following EXCO approval, the policies relating to ESG including C&E matters (excluding ESG and C&E risks related policies) are recommended to NCGC for approval. - SC discusses and advises the RMD regarding ESG and C&E risks related matters and policies, such as ESG and C&E risks identification, quantification, materiality assessment and establishment of ESG and C&E criteria in the loan origination process. The RMD then submits to the RC for approval the ESG and C&E risks related matters and policies, also notifying the EXCO. - SC reviews the institution's response and plan of action towards the objectives set out under international agreements and makes recommendation of the plan of actions for approval to the EXCO. Following EXCO approval and recommendation, the plan of actions is submitted to NCGC for approval. - SC monitors and reviews the development of the Group's ESG strategy for managing ESG, including C&E risks, and recommends to EXCO for approval. Following EXCO approval and recommendation, it is submitted to NCGC for approval. - SC reviews BOCH's annual non-financial disclosures including, but not limited to the TCFD, relevant ESG disclosures in Pillar III and the annual Sustainability Report and recommends to NCGC for approval, also notifying the EXCO. - SC reports to the EXCO. The NCGC and RC are updated of the progress of ESG working plan on a regular basis.