Board Credit Commitee
Board Credit Committee Charter
Presented for Approval by the Board Credit Committee: March 01, 2022
Scheduled for Approval by the Board of Directors: March 05, 2022
The Board Credit Committee (the “Committee”) of the Board of Directors (the “Board”) of AVIS Bank Limited (the “Company) is appointed by the Board and is primarily responsible for
(1) loan approval;
(2) approval of Credit Policy;
(3) establishing the Company’s Credit Risk Appetite; and
(4) monitoring credit portfolio risk.
The Committee shall make regular reports to the Board and shall be responsible for any other matters delegated to it by the Board.
The Committee shall be composed of at least three Company directors.
The members of the Committee shall be appointed by the Board and shall serve until their successors are duly appointed and qualified. Unless a Chair is appointed by the Board, the members of the Committee shall designate a Chair by a majority vote of the Committee membership.
The Board shall appoint a new member or members in the event that there is a vacancy on the Committee that reduces the number of members below three, or in the event that the Board determines that the number of members on the Committee should be increased. Voting members of the Committee shall also include members of executive management as designated by the Board, including the Company’s President and Chief Executive Officer, and the Company’s Chief Credit Officer. Voting members of the Committee are appointed by the Board and serve until their successors are duly appointed. Additionally, non-voting members, generally senior executives with lending responsibility from the Company’s subsidiary banks, may be designated by an affirmative vote of the majority of the voting members.
The entire Committee or any individual Committee member may be removed with or without cause by the affirmative vote of a majority of the Board. Any Committee member may resign effective upon giving written notice to the Chairman of the Board, the Company’s General Counsel and Secretary, or the Board.
The Committee shall meet as often as the Committee deems necessary in person or by conference telephone or other communications equipment by means of which all persons participating in the 1meeting can hear each other.
The Committee may invite members of management or others, including a consultant or legal counsel, to attend meetings or to provide relevant information. A majority of the entire Committee membership shall constitute a quorum, and all actions taken by the Committee shall require the affirmative vote of a majority of the membership of the Committee. In lieu of a meeting, the Committee may act by unanimous written consent.
IV. Authority and Responsibilities
The specific authority and responsibilities of the Committee include, but are not limited to, the following:
i) Approval of credits (above the exposure threshold established by the Committee and as specified in the Company’s Credit Policy).
ii) Approval of the Company’s Credit Policy (inclusive of lending authorities and portfolio limits), and recommendation of its approval, at least annually, to the Board.
iii) Approval, or ratification, of individual lending authorities or methodology as recommended by the Chief Credit Officer.
iv) Review and approval the Company’s Governance of Credit Risk Appetite, credit risk management disciplines, and lending strategy.
v) Review management reporting and portfolio statistics including: credit quality metrics; concentration analyses; exceptions to Credit Policy; large borrower exposure; loans extended on non-recourse terms; and criticized and classified loans status.
The Committee at its discretion may retain and/or obtain the advice of consultants, legal counsel and/or other advisers. In this undertaking:
i) The Committee is authorized to have direct control over and responsibility for the appointment compensation and oversight of the work of any consultant, legal counsel or other adviser retained by the Committee.
ii) The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such consultant, legal counsel or other adviser.
In addition to the duties and responsibilities outlined herein, the Committee:
i) Shall review and assess the adequacy of this Charter on an annual basis and recommend to the Board any amendments or modifications to the Charter that the Committee deems appropriate.
ii) To the extent permitted by applicable law, may delegate to sub committees or to management, certain of its duties or responsibilities.
iii) Coordinates, as necessary and applicable, with other Committees of the Board, such as the Audit Committee, or Risk Committee.
iv) Shall report regularly on its activities to the Board. The summary of responsibilities and duties in this Charter is not intended to be either complete or exclusive. The Committee shall, in addition, have such powers as may be necessary or appropriate for the performance of its duties hereunder or that may be granted, from time to time, by the Board.