BOARD NOMINATION AND REMUNERATION COMMITTEE REPORT MATTERS DISCUSSED BY THE BNRC IN THE FYE 2022 In 2022, the BNRC, in the performance of its duties in accordance with the scope of responsibilities specified in the BNRC Charter as approved by the Board of Directors, convened its 2 meetings to consider the significant matters and report the results to the Board of Directors that can be summarized as follows: a) Consideration and selection of candidates as new directors by taking into account their knowledge, ability, experience, transparency, morality, responsibility, maturity, and professionalism. It also took into account the Board Diversity and set a Board Skills Matrix to determine the qualifications of the directors to be nominated based on the necessary skills, appropriate qualifications, and are consistent with the composition and Board’s structure according to the company’s business strategy. b) Consideration and determination of remuneration for the CEO by taking into account the appropriateness of duties and responsibilities of the directors, together with the company’s operational results, compared with that of companies in the same industry and on a similar scale. c) Consideration and review of the Nomination and Remuneration Committee’s Charter to ensure that the format and topic are in the same direction and in line with the MCCG 2021. d) Review of the Limit of Authority relating to HR Matters. In this regard, the BNRC has performed its duties independently in accordance with good corporate governance principles to make the recruitment and remuneration processes transparent and build the confidence of shareholders and all stakeholders. EVALUATION OF THE FUNCTIONING AND PERFORMANCE OF THE BOARD OF DIRECTORS AND ITS COMMITTEES It is a standard practice for the Board to distribute an annual questionnaire at the end of each financial year through the Secretariat of the Board which, amongst other sections, includes a self-assessment, with a series of questions that also enable compliance with the various annual reports of the Committee and the Board. The Board performed the annual questionnaire and the self-assessment for this financial year 2022, in order to analyse the Board’s effectiveness and composition and to identify opportunities for improvement to ensure proper compliance with the existing obligations or recommendations in this area. The questionnaire used a Self-assessment approach on subjective and objective information related to the functioning of the Board and its Committees, among other aspects, among others; a) Functioning of the Board, with questions related to the Board’s effectiveness and internal functioning. b) Structure and composition of the Board, comprising questions to obtain the Directors’ opinion on the Board’s structure and composition, and the capacities, professional profile of its members, and areas of competencies in order to perform their duties on the Board. c) Board of Directors Committees, where the Directors are asked to evaluate the performance of the functions of the BARC, the BIC, and the BNRC. d) Board of Director’s agenda, where Directors are asked about the Board’s performance in areas or matters within its scope, such as the current corporate governance model, environmental, social, and corporate policy (ESG), involvement in the design and approval of strategy in financial and investment policies, monitoring of the risk map (in all its areas), dividend policy and capital structure and their participation in decision-making in significant transactions, among other matters. 115 1. Corporate Overview 3. Strategic Performance 5. Governance Structure 2. The Driving Forces 4. Sustainability Statement 6. Financial Reports
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