1. Senior Management is responsible and accountable to the Board for the sound and prudent day-to-day management of the Bank. The organization, procedures and decision-making of Senior Management must be transparent and provide clarity on the role, authority and responsibility of the various positions within Senior Management.

2. Consistent with the direction given by the Board, Senior Management must implement business strategies, risk management systems, risk culture, processes and controls for managing the risks to which the Bank is exposed. This includes comprehensive and independent risk management, compliance and audit functions as well as an effective overall system of internal controls. Senior Management must recognize and respect the independent duties of the risk management, compliance and internal audit functions, and in the case of a Bank offering Islamic financial services, Shari`ah compliance and audit functions, and must not interfere with the exercise of such duties.

3. Senior Management must provide oversight of those they manage, and ensure that the Bank’s activities are consistent with the business strategy, Risk Appetite and the policies approved by the Board. Senior Management is responsible for delegating duties to Bank staff and must establish a management structure that promotes accountability and transparency throughout the Bank.

4. Senior Management must provide the Board with comprehensive and timely reporting to enable it to effectively discharge its responsibilities, including the oversight of Senior Management. Information Senior Management must regularly provide to the Board includes, but is not limited to:

1. a. Performance relative to the Bank’s strategy and Risk Appetite;
2. b. Performance against budget and other financial targets, and the financial condition of the Bank;
3. c. Breaches of Risk Limits or compliance rules categorized by frequency, scope and impact;
4. d. Internal control failures;
5. e. Legal or regulatory concerns;
6. f. Current and developing market conduct issues, including a semi-annual analysis on client complaints and inquiries;
7. g. Issues raised as a result of the Bank’s whistleblowing mechanism; and
8. h. Breaches of Shari`ah rules and principles in the case of Banks offering Islamic financial services.

5. An ex-ante review and approval process must be completed before a member of Senior Management accepts nomination to serve on a board as permitted by this Regulation so as to ensure that the activity will not create a conflict of interest. In addition, each member of Senior Management must confirm annually that he/she has sufficient time available to manage the time commitments required for their role in the Bank.