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The Nomination Committee reports to the Board of Directors, which approves its Terms of Reference. The Nomination Committee Terms of Reference define its purpose and responsibilities, how it is formed, how often it convenes and how it is assessed.

Role and responsibilities

The Nomination Committee assesses the Board of Directors. Specifically it:

  • Guides the appointment of the Board and Committee members.
  • Assesses the knowledge, skills and experience of the Board members.
  • Identifies, recommends and nominates new members.
  • Reviews the adequacy, efficiency and effectiveness of the BoD.

It also is responsible for appointing senior executives, General Manager level or higher, and the heads of the Risk General Divisions.

The Nomination Committee convenes at least 2 times a year.

Appointment and office term

The Nomination Committee consists of members appointed by the Board of Directors.

The Nomination Committee consists of:

  • 3 Independent Non-Executive Directors of the BoD. One of them serves as Committee Chairman.
  • 3 Non-Executive Directors of the BoD. One of them serves as HFSF Representative (HFSF). The HFSF appoints its observer on the Nomination Committee in compliance with the provisions of the Relationship Framework Agreement (RFA).

The office term of the Committee members coincides with the office term of the Board of Directors, with the option to renew their appointment. In any case, the office term in the Committee should not be more than 12 years in total.