35 CONSOLIDATED FINANCIAL STATEMENTS 2024 Updates to 2023 Key Matters of Significance The below table provides an update to the Key Matters of Significance raised by the Supervisory Committee at the last Annual General Meeting. Page Section Supervisory Committee Report Extract Response 4 3 1 Financial Services Commission Corporate Governance Guideline Compliant 5 3 2 1 Implementation of Members’ resolutions and motions passed at the December 2022 and January 2023 AGM Compliant 6 3 2 2 Domestic Non-Bank Systemically Important Financial Institution (DNBSIFI) designation • The SC recommends that the BPWCCUL implements software to manage the review of policies using a risk based approach to determine the frequency with which policies are reviewed and updated Software has been implemented (Resolver) 7 3 2 3 Leadership of the BPWCCUL Board of Directors • During the 2022-2023 fiscal, changes to leadership occurred because of the Board deciding to change its leadership mid-term and officers becoming ineligible due to the passing of a resolution to introduce term limits The SC notes that a legal opinion on the process for changing the officers mid-term, suggested the methodology was transparent The SC however recommends that the Board clearly defines the process for any mid-term changes to its leadership positions that may occur in the future Process is in place 9 3 2 3 Leadership of the BPWCCUL Board of Directors • The SC notes that at March 31st, 2023 there were two (2) officers who sat on more than three (3) Boards The BPWCCUL Group’s Corporate Governance Handbook allows for an officer to sit on no more than three (3) Boards at one time The reassignment of officers is necessary for compliance with internal policies • To improve corporate governance within the organisation and in acknowledgement of the FSC’s Corporate Governance Guideline January 2023, a Lead Independent Director must be appointed when the President is not considered independent, and Elected Officer relationships should be posted on the BPWCCUL website Compliant Refer to previous item 3 1 11 3 5 1 Virtual AGM solution • The IAD concluded that the election process was executed with some technical challenges which led to dissatisfaction amongst members but did not have a material impact on the election results Although the majority of issues were rectified by the January 14th, 2023 AGM, there is need for further streamlining of the process to address the deficiencies/anomalies identified • The SC recommends early engagement and testing of the application is necessary for ensuring that there is no recurrence of the issues experienced by members with the online AGM The SC is also opined that virtual/hybrid AGMs will facilitate increased member participation, including members in the diaspora Compliant
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