EXTRAORDINARY GENERAL MEETING 2011

There were two Extraordinary General Meetings (EGM) held during 2011 to deal with the matters noted below.

Date of EGM	Matters Tabled	Attendance (%)
March 30, 2011	Adoption of the Amended Articles of Association of the Bank	251
July 26, 2011	Approval for the Rights Issue of Shares made in September 2011 Approval for the Sub-division of Shares immediately after the Rights Issue Adoption of the Amendment to the Articles of Association of the Bank	234

PERFORMANCE GOVERNANCE

‘Performance governance is about creating the structure to whom responsibilities are allocated whilst working independently under the control of the Board’

Governance and Compliance Organisation, England

Our Performance Governance stemmed from the Strategic Direction drilled down to Corporate Objectives. By efficiently and methodically implanting the Performance Governance ethos, the Bank strives to develop a framework that delivers breakthrough corporate results while taking account of all stakeholders of the Bank.

The Chairman and the Managing Director together with their team review the strategic plan and budgets against the actual performance on a monthly basis and at more frequent intervals, as needed. Progress made by the four Key Strategic Business Units of the Bank in terms of the pre-set Key Performance Indicators (KPIs) are reviewed regularly to ensure the correct alignment with the overall strategy of the Bank, as depicted in the diagram below:

The table below exemplifies the KPIs of each Strategic Business Unit for 2011 with their extent of achievement.

Strategic Business Unit	KPI in 2011	Extent of Achievement
Personal Banking	Aggressively engage in lending whilst emphasising on quality. Reduce NPA portfolio in absolute terms. Expand delivery points and increase accessibility Invigorate Priority Banking	See the Section on ‘Performance by Division - Personal Banking’ of the Management Discussion and Analysis for detailed explanations.



Corporate Banking	Maximise profit while maintaining a substantial growth in the lending portfolio and also maintaining a quality loan book. To continue to maintain the most preferred Bank status for Trade Finance. To actively pursue investment opportunities in listed equities. To revisit and redefine the customer convenience and satisfaction in all operations.	See the Section on ‘Performance by Division - Corporate Banking’ of the ‘Management Discussion and Analysis' for detailed explanations.



Treasury	Maximise profitability and acquire new businesses. Marketing strategy to target retail business. Improve interest rate and exchange rate management of the Bank. To be the preferred treasury.	See the Section on ‘Performance by Division - Treasury Banking’ of the ‘Management Discussion and Analysis' for detailed explanations.



International Operations	To achieve the pre-eminent position of being the 3rd most profitable foreign bank amongst the foreign banks in Bangladesh. To establish the Bank as a preferred retail banker providing superior customer service at affordable rates. To provide the best service in fixed income and FX products in the market.	See the Section on ‘Performance by Division - International Operations’ of the ‘Management Discussion and Analysis' for detailed explanations.

Moreover, the strategy adopted by the Bank provides an integrated and dynamic approach to its strategic issues and ensures that the strategy is discussed at Board level on a regular basis. Alignment of the performance targets of the individuals to the Key Performance Indicators of the Bank has been highly successful over the years.

The Bank strongly believes that good corporate governance on its own cannot make the Bank successful. Therefore, it always strives to strike a balance in conformance with performance. Four mandatory Board Sub-Committees and two other voluntary Board Sub-Committees assist the Board in this regard.

Refer Board Sub-Committee Reports.

IT GOVERNANCE

Information Technology has become the backbone of the present business environment with utmost exclusive reliance on the use of Information and Communication Technologies in businesses. Increasing complexities and criticalities in IT decision making demands the Bank to design and implement an effective IT Governance System.

As such, the right alignment of IT objectives with those of the Bank defined in the business terms is ensured by the Information Technology Governance Mechanism in place at the Bank. IT Governance which forms an integral part of the Bank’s Corporate Governance, deals primarily with optimising the linkage between Strategic Direction and Information Systems Management of the Bank. In this regard, implementation of the organisational structure with well-defined roles for those responsible for information, business processes, applications, infrastructure, etc., generates value for our stakeholders while mitigating the risks associated with incorrect deployment and use of Information Technology.

In this avenue, formation of a Board Sub-Committee named ‘Board Technology Committee’ with a view to further strengthen the IT Governance Mechanism at Commercial Bank can be counted as an important initiative. This Board Sub-Committee is primarily responsible for ensuring implementation of the IT Governance Mechanism illustrated below: