MUFG Bank (Europe) N.V. (the "Bank") has a code of conduct, Corporate Governance Framework and governance-related policies such as a Whistle Blowing Policy and insider trading regulations which apply to all employees and others working with the Bank.

All employees joining the Bank in the Netherlands, including the MB members and SB members, have taken the 'Banker's Oath'. Both the Code of Conduct and the Banker's Oath emphasise the role of banks in society and their commitment to meeting societal expectations and contributing to public trust in banks. Meetings and training on our core values and behaviours are regularly organised for all staff, to ensure the highest level of integrity of all staff.

Corporate Governance Framework

The Bank has a two-tiered board governance structure with two management bodies, the MB with its executive functions and the SB with non-executive supervisory functions. The MB and its standing committees are responsible for providing effective governance over the Bank affairs for the benefit of its clients, employees, shareholder(s) and other stakeholders. As part of their responsibilities the MB developed the Corporate Governance Framework to establish a common set of clear expectations and responsibilities for how the Bank, the MB and its Committees should perform their roles and duties and interact with its affiliates, the Shareholder and the SB.

The MB is ultimately responsible for effective control environment and management of risks in the Bank, supported by several risk committees. Below is an overview of the committee structures of the Bank:

The SB approves the risk profile and control framework of the Bank. The SB supervises, advises and challenges the MB in the exercise of its duties, and is responsible for the general course of business of the Bank and its related companies pursuant to the Bank's Articles of Association, MUFG principles of Ethics and Conduct and prevailing legal and regulatory requirements, including the Dutch Banking Code.

The SB plays a vital role within the Corporate Governance Framework of the Bank. The SB is closely involved in advising on the composition of the MB and the appointment process, the Bank's Strategy and the overall compliance with relevant laws and regulations.

The SB established an Audit, Compliance and Risk Management Committee (hereafter: 'ACRMC'). The ACRMC is responsible for supervising matters related to financial reporting, controlling, risk, and compliance. The task of the ACRMC is to prepare the SB for making final decisions by holding prior and separate meetings with Internal Audit, the Chief Risk Officer and the Chief Financial Officer, as well as the external auditors of the Bank.

Underpinning the importance of good corporate governance, the Bank has separate Compliance Division, Risk Management Division and Internal Audit Division. The Compliance Division is headed by the Chief Compliance Officer who reports to the Chief Risk Officer and has an independent line to the SB.