Corporate Governance Guidelines

Bancoii operates in a complex, dynamic and regulated environment.

Bancoii has adopted specific Corporate Governance procedures and policies to help guide the company in the fulfillment of its responsibilities to shareholders, customers, employees and communities. The following is a set of corporate governance principles as a framework for its corporate governance structure.

Governance Structure

Contemporary corporate governance is based on several critical principles. They include: an independent, active and engaged board of directors which has the skill to properly oversee and direct management; a set of ethical principles to guide directors, managers and employees in their daily administration of the Bank's work; the imposition of effective controls and monitoring systems; and the dissemination of timely, accurate information to the regulators and the public.

The Board of Directors

The Bank's Board of Directors ("Board") is accountable to the Bank's shareholders and other stakeholders to ensure that the Bank is managed in a safe and sound manner and with an appropriate balance between financial performance and fulfillment of its public purpose. To fulfill their fiduciary duties, the Directors must be familiar with the Bank's business and general financial and accounting principles and should be actively engaged in directing and overseeing management. The Board's primary responsibilities are to:

The Senior Management Team
The Bank's Senior Management team is accountable to the Board to manage the Bank in accordance with the policies and principles established by the Board and applicable legal requirements. Senior Management's primary responsibilities are to:

(a) Manage the Bank safely and soundly, and in accordance with the highest standards of ethics and integrity;
(b) Implement the strategic direction established by the Board;
(c) Establish and maintain a strong system of internal controls;
(d) Implement the policies established by the Board; and
(e) Ensure the Bank's compliance with applicable legal and regulatory requirements.

The Bank's Basic Operating Principles

The Bank has designed and implemented an effective corporate governance structure based on these principles to ensure that the Bank is well managed and satisfies all legal and regulatory requirements. In order to carry out these objectives, the Bank and the Board are committed to operating in accordance with the following standards:

(a) Directors should be accountable to the Bank's shareholder members;
(b) Directors' oversight should be active and engaged;
(c) Directors should be knowledgeable about the business and operations of the Bank;
(d) Directors and employees should act with absolute integrity and honesty;
(e) The Bank should maintain a strong control environment; and
(f) The governance and operations of the Bank should be transparent to its constituencies.

Interested parties may write any of our Directors individually or as a group at the Bank premises. To help Bancoii in verifying the sender's status as a stockholder, all letters must include:

Stockholder name
Address
Phone number

All letters are screened for appropriateness by an internal Bancoii response team. If the letter is not appropriate, the team will notify the sender at once. If the letter is appropriate, the team will conduct research and provide it to the Director(s) or relevant Board Committee, with the letter. Directors are advised of all letters received, including those not appropriate. Directors will respond to all appropriate letters within six months, although in some circumstances more time is required.