41 and the Chairman of the Audit and Risk Committee of any major new risks or when the situation of the Bank undergoes substantial change in connection with the risk monitoring and control systems. The Chief Executive Officer or other members of the Committee responsible for the operational management, the Chairman of the Board, the chairmen of the Board’s committees, General Inspection, the statutory auditors and the auditing firm provide the Board (in certain cases and depending on the circumstances via the Board committee concerned), for information or for a decision, the relevant information needed for the performance of his duties. The Board of Directors may invite other employees or outside experts to its meetings when it deems their input necessary. For ordinary meetings, this information may include: • information on activities and strategy, such as: • a report on the general business activity, results, budget monitoring, the implementation of general policy, major decisions taken and significant events, • changes in policies and strategies, • major organisational changes • information relating to the financial statements, the financial position and measures taken by the statutory auditors, such as a presentation on the financial statements and the financial position of the Bank • information on risks, internal control and supervision, such as: • the framework underlying risk management, and risk management indicators • the situation with respect to the different risks to which the Bank is exposed (in particular, market risk, counterparty risk, operational risk cost and provisioning breakdown by country and by sector) • a compliance review, in particular any major issues, measures taken and regular assessments on implementation of the authorities’ expectations • legal risks, specifically with respect to litigation and ongoing relevant judicial procedures • internal audit assignments and recommendations implementation • the activities, minutes and annual report of the Internal Control Committee • the observations and expectations of the supervisory authorities, and initiatives undertaken to respond to them • risk-related policies • reports, observations and recommendations of the auditing firm and their follow-up • the annual reports on risk, internal control, compliance management and the activities of the General Inspection Division • information on governance, compensation and Human Resources, such as: • the staff and compensation policy, • the appointment and the removal from office of Committee Members, Executive Officers and the Head of General Inspection • information on important legal and regulatory developments. Addition information on the conduct, controls and management of risks is referred to in Note 4.3 to the annual financial statements. The matters referred to the Board of Directors are planned according to a schedule based on legal and regulatory requirements and the expectations of the Board. The bulk of the items included on the agenda for Board meetings are set out in writing and distributed in advance of these meetings. The Chief Executive Officer is always invited to the meetings of the Board of Directors and, of the Board’s committees. The others members of the operational management, and, if necessary, the in-house specialists, are invited to such meetings, to the extent they are concerned by specific items of the agenda. The Head of General Inspection attends all the meetings of the Audit and Risk Committee. The Head of the auditing firm shall attend those meetings of this Committee. The representative of the statutory auditors attends the same meetings treating the items on financial statements. Likewise, the Chief Financial Officer attends all these meetings treating items dealing with accounts, budget, equity, liquid assets, interest rate and Asset and Liabilities Management or other finance related matters. The members of the Board and its committees may ask any questions they deem appropriate. The Chairman of the Board and the Vice-Chairman serving in these functions within the Group must ensure that information circulates in an appropriate manner between the Operating Division and the Board of Directors, in particular the proper inclusion of necessary information in the agenda. The chairmen of the Board’s committees ensures that the same applies to the members of these committees. Upon appointment, new directors have access to a set of documents that specifically includes the main documents in terms of the governance of the Bank’s management bodies, the scope of internal control, the Bank’s most recent Annual Report, the most recent Auditor’s Report prepared by the auditing firm, General Inspection’s most recent report, the most recent report on risks and the most recent assessment of the bank by the Swiss Financial Market Supervisory Authority (FINMA). Directors receive, at any meeting, information on relevant development on regulatory and legal watch matters and are entitled to an annual training. In 2022, this training covered for all members, the most important developments on international sanctions, anti-money laundering and combating the financial terrorism, clients’ protection and ethical approach as well as cross borders. For the new member, it covered, in addition to the above, the impacts and the most relevant compliance related topic for the Bank and for the Group as well as the obligations linked to their functions as board member. The Board of Directors relies on the work of its specialised committees and the General Inspection to fulfil its monitoring and control obligations. It also
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