ABOUT BANKARD

Board of Directors

Board Committees

As provided for in the By-laws of the corporation, the Executive Committee consisting of five regular members and two alternates has the power to pass and act upon such matters as the Board may entrust to it for action in between meetings of the Board of Directors. This committee is also empowered to delegate any power that it has or might have and to create such committee or committees as may be deemed necessary for the best interest of the corporation. We currently have four board committees which are aimed to assist our board of directors. Each of these committees has a board-approved written charter that provides for the purpose of its creation, committee membership and conduct of meetings and its duties and responsibilities.

The existing board committees are the audit, corporate governance/nomination, compensation and risk management committees. The current committee composition and description of its functions are shown below:

Our audit committee is composed of four members, three of whom are independent directors. As provided for in its charter, the purposes of the audit committee are to assist the board of directors in fulfilling its oversight responsibilities by reviewing the financial reporting process, the system of internal control, risk management, governance processes, the audit process and the company’s process for monitoring compliance with laws and regulations and its own code of business conduct.

The committee is primarily responsible for reviewing and endorsing for approval to the Board all matters pertaining to compensation including but not limited to performance bonuses, merit increases, Collective Bargaining Agreement compensation package and per diem of directors and profit sharing if any.

The Corporate Governance/Nomination committee is composed of three members, two of whom are independent directors. This committee is responsible for assisting the Board of Directors in fulfilling its corporate governance responsibilities by ensuring the Board’s effectiveness and due observance of corporate governance guidelines; recommending objective performance indicators based on how the board has enhanced long-term shareholders’ value to serve as basis for evaluating the Board’s performance; evaluating qualifications of all persons nominated to the Board or to other positions requiring Board appointment; evaluating whether individual directors are able to carry out his/her duties; and making recommendations to the Board on continuing education of directors, assignment to board committees, succession plan and remuneration for board members and senior officers.

The Risk Management Committee is responsible for the development and oversight of the company’s risk management program. The committee is responsible for identifying the company’s risk exposures, assessing the likelihood of its occurrence, its impact and cost to the company; developing written strategies in managing and controlling risks and reducing the probability of its occurrence or minimizing the effects in case it occurs and communicating the plan and loss control procedures to affected parties. The committee shall report regularly to the Board of Directors on the entity’s overall risk exposure, actions taken to reduce risks and recommend further action or plans as necessary. Bankard’s Risk Management program is currently integrated with that of its parent company RCBC.