01

Board of Directors
Board is the highest authority within the structure of the Bank and the Board of Directors has ultimate responsibility for the bank’s business strategy and financial soundness, organizational structure, governance framework and practices, risk management and compliance obligations. The Board is chaired by Founder and Chairman of the Bank and comprising nine members including three Independent Non-Executive Directors with diverse backgrounds and expertise. The Board ensures compliance with the regulatory and legal framework, and the existence of an effective and productive relationship with key stakeholders. For dedication and best governance, the Board has appointed numbers of committees for designated areas.

Board of directors play a critical role in the Bank’s success. In order to make sure every director is on board with the Bank’s goal, and the entire Board is in sync with the Bank’s mission, various training programs including orientation programs are provided. New director orientation program will bring them up to speed on the Bank, its competitive environment, strategies, and board processes.

02

Executive Committee
The Executive Committee is led by an Executive Chairman of the Bank and serves as steering committee for the rest of the Board. It has the power to facilitate decision-making between board meetings or in urgent and crisis circumstances. Executive Committee reports to the Board and is responsible to ensure that Board’s policies and guidance are implemented in daily operations, and good corporate practices are maintained. In addition to this, the role of the executive committee includes monitoring the ethics policies, human resources, security guidelines, quality management, sound financial management and Bank’s compliance in regulations.

03

Audit Committee
Board Audit Committee is chaired by an Independent Non-Executive Director and comprised of members from various areas such as risk and compliance, legal, finance and audit. The Board Audit Committee has been providing continuous advice to the Board with regards to the effectiveness and independence of the Bank’s internal audit function, the overall risk governance framework and internal control system. Audit Committee is responsible to ensure that Senior Management is taking necessary corrective actions in a timely manner to address control weaknesses, non-compliance with policies, laws and regulations, and other problems identified by auditors and other control functions.

04

Board Risk and Compliance Committee
The Board Risk and Compliance Committee (BRCC) is headed by Vice Chairman of the AYA Bank. BRCC assists the Board to achieve effective corporate governance and oversight responsibilities in relation to risk and compliance management strategy, framework and risk and compliance management function of the Bank. BRCC oversees the policy of risk and compliance, determine Bank’s risk appetite, and risk tolerance, and ensure that risk assessments are performed regularly and monitor the whole risk and compliance process.

05

Remuneration and Nomination Committee
The Remuneration and Nomination Committee is chaired by an Independent Non-Executive Director and the main role of the committee is to set succession and compensation policies in the Bank , identify directors and Senior Management in accordance with the criteria laid down and recommend their appointment to the Board. The committee is responsible for the overall oversight of the compensation system for the entire bank. In addition, the committee shall regularly monitor and reviews outcomes to ensure that the bank-wide remuneration system is operating as intended.

06

Human Resources Committee
Human Resources committee is chaired by Vice Chairman of the Bank and responsible to assist the Board in fulfilling its oversight responsibilities for human resources related policies and strategies. The committee is responsible for employees’ compensation, benefits, and performance management, and to ensure that the Bank is following government laws, international and local’s best practices. The committee’s objective is to retain the qualified and productive employees, to ensure human resources risks are appropriately identified and mitigated, and to create attractive environment for existing and prospective employees of AYA Bank.

07

Assets and Liabilities Committee
Assets and Liabilities Committee (ALCO), chaired by Executive Chairman, is responsible for overseeing the management of the bank’s assets and liabilities. ALCO provides an important oversight for effectively evaluating on-and off-balance-sheet risk for the bank. One of the objectives is to ensure adequate liquidity while managing the spread between the interest income and interest expense. Members also consider investments and operational risk.
ALCO members’ responsibilities typically includes managing market risk tolerances, establishing appropriate management information systems, and reviewing and approving the bank’s liquidity and funds management policies. This includes developing and maintaining a contingency funding plan, reviewing immediate funding needs and sources, and determining liquidity risk exposures to adverse scenarios with varying probability and severity.

08

Credit Committee
The Credit Committee is chaired by Chief Executive Officer of the Bank and is decision-making body for approval of credit facilities in the Bank. The purpose of the committee is to oversee the credit and lending strategies, objectives of the bank, the credit risk management of the Bank, reviewing the credit policies and the quality of and performance of the entire Bank’s credit portfolio, and regular assessment of the quality of risk assets in the Bank.

09

Product and Business Development Committee
Product and Business Development Committee is led by Chief Executive Officer of the Bank and is comprised of Head of Business Units and Product Development Department. The committee is responsible to oversee and manage the process and procedures for product design and development in compliance with Bank’s strategy and regulatory guidelines. That includes reviewing product performance, competitiveness in the current market for its continued relevance and justification.

11

IT & Digitalization and Steering Committee
IT & Digitalization and Steering Committee is led by Chief Executive Officer of the Bank. The primary objective is to manage IT resources and implement IT Governance to align with the strategic direction of the Board. This includes building, acquiring, and implementing the required infrastructure, applications, and services for the Bank. The secondary objective is to support IT projects as defined by the committee. The committee is responsible for evaluating and assessing the performance and compliance of all the IT related process, practices, and activities.

12

Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee is chaired by Independent Non-Executive Director and obliged to define the strategy of the Bank’s corporate social responsibilities to implement effectively and oversee the approach to be in line with the Bank’s CSR pillars. The committee determine from time to time and recommend various aspects of corporate social responsibilities including the Bank’s culture, employment issues, health & safety, human rights, workforce diversity & inclusion, the environment, community & social investment, compliance with ethical trading and business practices and other CSR-related matters.

13

Health and Safety Committee
The health and safety committee (HSC) is managed by Chief Executive Officer of the Bank. The committee is formed to address concerns related to occupational health and safety issues that affect employees. This includes addressing hazards in the workplace, responding the health issues in pandemic efficiently, implementing new safety and procedures, reviewing safety training requirements. The purpose is to create the communication with employees and management personnel to improve safety and reduce hazards. The committee hold meetings quarterly and discuss health and safety issues, develop plans and procedures to resolve the identified issues, recommend corrective actions and evaluate the reports submitted to the committee.