This committee seeks to assist the Board of Directors in fulfilling its oversight responsibilities regarding the nomination and independence of board members, as well as the integrity of the bank’s compensation, benefits, incentives, and salary strategy. It also aims to create an attractive work environment through which human resources with the required expertise and skills can be recruited.

Definitions
The words and phrases used in this charter shall have the meanings specified later, unless the context or circumstances indicate otherwise. Reference shall be made to the Iraqi Central Bank Law for any other definitions not included in this document.

Asia Iraq Islamic Bank for Investment and Finance	The bank
Chairman of the Board of Directors	Chairman of the Council
Distribution of roles and responsibilities and describing the relationships between different parties, entities, and stakeholders (such as the Board of Directors and executive management), with the aim of maximizing the added value to the bank by following the optimal approach that ensures balancing risks and expected returns. This is achieved by adopting the necessary rules, principles, and mechanisms for decision-making, determining strategic directions and goals for the bank, and establishing mechanisms for monitoring and checking compliance with the extent of their achievement, ensuring the sustainability and development of the bank.	Governance of the Nomination and Remuneration Committee
A set of practices and activities derived from the bank’s policies, necessary to achieve the information and technology objectives associated with them.	Governance Processes of the Nomination and Remuneration Committee
A set of main and subsidiary objectives related to governance activities and the management of information and technology associated with them, necessary to achieve institutional goals	Objectives of the Nomination and Remuneration Committee
A set of objectives related to governance and institutional management, necessary to meet the needs of stakeholders and the goals of this charter.	Institutional Goals
It includes the Chief Executive Officer (CEO) of the bank, the Deputy CEO, the Credit Manager, the Financial Manager, the Operations Manager, the International Banking Operations Manager, the Local Banking Services Manager, the Internal Audit Manager, the Anti-Money Laundering and Counter-Terrorism Financing Manager, the Human Resources Manager (Personnel Affairs), the Administration Manager (Administrative Affairs), the Branch Manager, the Risk Management Manager, the Treasury Manager, the Compliance Manager, and any employee with executive authority equivalent to any of the above-mentioned positions, who is directly functionally linked to the CEO or the Regional Manager, as well as any other person at the managerial level as required by the Central Bank of Iraq to comply with the provisions of the Central Bank of Iraq Law No. (56) of 2004 and the Banking Law No. (94) of 2004.	Executive Management

 

 

	Committee Membership
The Board is responsible for appointing the committee members based on the available pool of experienced members.		Nomination
	The Chairman and members of the committee receive attendance allowances for meetings in accordance with the regulations approved by the Board of Directors.	Remuneration
	A. The Committee Secretary is the Human Resources Manager, who is tasked with the following responsibilities: Coordinating committee meetings, sending invitations, and preparing agendas. Preparing meeting agendas, which are to be provided to members at least seven days prior to the meeting. Recording and documenting meeting minutes, ensuring that committee members sign the decisions made during the meetings. Following up on the implementation of decisions taken during committee meetings. Maintaining the committee’s records and documents.	Committee Secretary

Committee Meetings
The meetings are held at the bank’s headquarters or any other location decided by the Chairman of the committee if it is not possible to hold them at the administration’s premises	Location of Committee Meetings
The committee holds its meetings upon the invitation of its Chairman, and these meetings are periodic, at least every two months	Frequency of Meetings
When necessary, the committee may invite any members of the executive management, bank staff, or others to attend the committee meetings to request any information or answer any questions related to the committee’s work	Invitations and Agenda
The committee meeting is legally valid with the presence of the majority of members, with the Chairman being one of them. Attendance must be in person; however, if personal attendance is not possible, a member may express their opinion via video or phone after the Chairman’s approval, but they will not have the right to vote or sign the meeting minutes, in accordance with applicable laws	Quorum
Decisions are made with the approval of the majority of the members present. In case of a tie, the Chairman’s vote is considered the deciding vote.	Decision Making
 After each meeting, the committee must submit a report (meeting minutes) to the Board of Directors outlining the agenda discussed, the results reached, and its recommendations for approval. The Committee Secretary must retain a copy of the report, and the original must be kept with the Board Secretary.  The committee must prepare a periodic (semi-annual) report summarizing its meetings during the period, key topics discussed, and decisions made, which is presented to the Board of Directors for their information and is kept by the Committee Secretary.	Meeting Minutes

 

Committee Responsibilities
Here is the translation of the provided text into English: Determining the qualified individuals for board membership, considering the abilities and qualifications of the nominated candidates. In the case of re-nominating a member multiple times, their attendance and active participation in board meetings should also be taken into account. Nominating qualified individuals for the executive management team, excluding the Internal Audit Manager. Supervising key appointments. Reviewing the salaries, wages, and bonuses granted to board members, executive management, and all human resources within the bank. Supervising training and development activities. Ensuring that board members attend introductory training courses, workshops, or seminars on banking topics, especially risk management, corporate governance, compliance, and the latest developments in banking operations. Following established and approved criteria in evaluating the performance of the board and the CEO, ensuring that the performance evaluation is objective. Providing information and summaries about key topics related to the bank to board members upon request and ensuring their continuous awareness of the latest developments related to banking. Recommending the adoption of general policies and human resources service systems, including the overall structure for salaries, wages, and individual and group incentives, to improve the work environment, increase productivity, enhance individual and institutional performance, ensure loyalty and commitment to the bank, achieve job stability, and attract qualified human resources. Ensuring the existence of a rewards policy for the bank’s administrators and periodically reviewing and applying it. Recommending the determination of the CEO’s salary and the compensation, bonuses, and other privileges for the senior executive management team. Ensuring the existence of a succession plan for the senior executive management team. Ensuring that nominations take into consideration the availability of a sufficient number of potential candidates capable of performing their duties as board members, along with their skills, knowledge, experience, and professional, technical, academic, and personal qualifications. Nominations should be based on the principle of “the right person in the right place.” Providing recommendations regarding the appropriate number to form the board, including: • Formation of board committees and defining their tasks. • Addressing all matters related to the effective performance of board members.	Committee Responsibilities
Reviewing the strategic human resources matters. Preparing the rewards policy and submitting it to the Board for approval, and overseeing its implementation, taking into account the following: • It should align with sound governance principles and practices, ensuring that the bank’s long-term interests prevail over short-term or immediate considerations. • The extent to which the bank achieves its long-term goals according to the approved strategic plan. • Ensuring that the rewards policy considers all types of risks faced by the bank, balancing the achieved profits with the level of risks associated with banking activities and operations. • The rewards and salary policy should cover all levels and categories of bank employees, conduct periodic reviews of the rewards, salaries, and incentives policy, or when recommended by the Board, and submit recommendations to the Board to amend or update the policy. A periodic evaluation of the adequacy and effectiveness of the rewards, salaries, and incentives policy should be conducted to ensure the achievement of its stated goals. • Developing a succession policy to secure executive management positions, to be reviewed annually, ensuring that the bank is prepared to manage any changes in executive management without impacting the bank’s performance and ongoing operations. Decisions related to executive management and department heads fall under the authority of this committee. Recommendations, nominations, allowances, and allocations for board members. Monitoring the implementation of the principles adopted by the General Assembly in the periodic performance evaluation of the Board and the CEO or Regional Manager, ensuring an objective evaluation of performance. Monitoring the implementation of the General Assembly’s decisions concerning the CEO’s salary and bonuses. Recommending the adoption of general policies and human resources service systems, including the overall structure for salaries, wages, and individual and group incentives, so that they improve the work environment, increase productivity, enhance individual and institutional performance, ensure loyalty and commitment to the bank, and achieve job satisfaction and attract qualified human resources. Ensuring the existence of a rewards policy for the bank’s administrators, periodically reviewing, and implementing this policy.	others