Corporate Governance (Investor Relations)

Lidion Bank plc Memorandum and Articles of Association

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‍Board of Directors

Name &  Surname                 Designation

Mr Trond Dale                                Non-Executive  Independent Director& Chairman

Mr Jonathan Bellizzi                  CEO & Executive  Director

Dr Desiree Cassar                       Non-Executive Independent Director

Mr Stephen Muscat                   Non-Executive  Independent Director

Mr Frank J Sekula                         Non-Executive  Director

Mr Mehmet Zafer Karatas      Non-Executive  Director

The company secretary of the Bank is Dr Francesca Briffa Polidano.

 Board Committees and Corporate Governance

In order to provide effective oversight and leadership, the Board has established a number of Board Committees and Management Committees each with its own particular responsibilities.

 Board Committees

Audit Committee

The Audit Committee assists the Board in fulfilling its supervisory and monitoring responsibilities, in relation to the Bank according to detailed terms of reference that reflect the requirements of the Capital Markets Rules as well as current good corporate governance best practices. The terms of reference of the Audit Committee established by the Board establish its composition, role, and function, the parameters of its remit, as well as the basis for the processes that it is required to comply with.

The Audit Committee is composed of the following members: Dr. Desiree Cassar (Chairperson)(subject to regulatory approval by the MFSA’s Banking Unit); Mr Stephen Muscat; and Mr Trond Dale. Mr Stephen Muscat is the member of the Audit Committee that is designated as competent in accounting and/or auditing.

The primary purpose of the Audit Committee is to assist the Directors in conducting their role effectively so that the Bank’s oversight responsibilities, decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times. All current members of the Audit Committee are considered by the Board to be independent.

Risk Committee

The Risk Committee has overall responsibility for the establishment and oversight of the risk management framework and assists the Board in identifying, measuring monitoring and controlling the Bank's key risks as week as reviewing current practices employed by the overall risk management structure within the Bank. The Risk Committee is composed as follows: Mr Stephen Muscat (Chairperson)(subject to regulatory approval by the MFSA’s Banking Unit); Mr Trond Dale; and Dr Desiree Cassar (subject to regulatory approval by the MFSA’s Banking Unit).

Management Committees

Credit Committee

This Committee has the overall responsibility for the development, implementation, and enforcement of the Bank's credit risk principles and is currently composed of the following members: Mr Luke Calleja (Chairman); Mr Jonathan Bellizzi; and Mr Stephen Said Sarreo.

Financial Crime Compliance Committee

The Financial Crime Compliance Committee is responsible to carry out comprehensive evaluation, oversight, reduction, and prevention of all forms of risks associated with Anti-Money Laundering, Counter Financing of Terrorism, Anti-Bribery and Corruption, and Sanctions; and has the overall responsibility for the onboarding of high-risk customers. It is currently composed of: Dr. Francesca Briffa Polidano (Chairperson); Mr Stephen Said Sarreo and Mr Jonathan Bellizzi.

Asset-Liability Committee (“ALCO”)

The ALCO is responsible for overseeing the effective management of the Bank’s balance sheet, with a focus on optimizing returns while adhering to risk constraints and regulatory requirements and the Committee supports strategic decision-making by providing guidance on asset allocation, funding sources, and liability management, thereby contributing to the Bank’s overall financial stability and performance. The Committee is composed as follows: Mr Jonathan Bellizzi (Chairman); Mr Luke Calleja; Mr. Nazim Durlu; and Mr. Stephen Said Sarreo.

External Auditors:
Deloitte Audit Limited
Deloitte Place, Triq L-Intornjatur, Zone 3,
Central Business District,
Birkirkara CBD 3050,
Malta

Internal Auditors:
BDO Malta Ltd
Triq it-Torri
Msida, MSD 1824,
Malta

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