Service Level Agreement between Shared Service Centre (SSC) - Nairobi and CBA Tanzania.

2013 Service Level Agreement

SLA version Version 2013_1

Reviewed by

Date

1. Distribution list Group Chief Operations Officer CBA T Head of Operations and Service Delivery Geoffrey Githinji Nurdin Semnagwa

2. Introduction The agreement will describe the process events, roles and responsibilities of all sections/persons in SSC-Nairobi and the respective delivery timelines. Preamble on GSSC Nairobi: SSC Nairobi is a centralised operation unit set up in Kenya to undertake back office processing task for Kenya, Uganda and Tanzania SSC Nairobi is part and parcel of CBA Group, Managed and guided by policies procedures and management decisions of CBA Group.

2.1 Purpose of Service Level Agreement (SLA) The purpose of this Service Level Agreement (SLA) is to define the performance criteria against which the agreed service provision will be both measured and monitored. The defined performance criteria will be periodically reviewed throughout the term of the Service Level Agreement to allow for the incorporation of any revised performance levels.

1.2 Definition of Terms Definition BIA BCP DOI DRP KRI Service Provider Service recipient Working Day Meaning Business Impact Analysis Business Continuity Plan Department Operating Instructions(Procedures) Disaster Recovery Plan Key Risk Indicators Shared Service centre Nairobi will be undertaking the centralised operations tasks on behalf of CBA Tanzania and CBA Uganda Limited. All branches and department of CBAT, CBAU that will be served by SSC Nairobi. A day on which Banks are ordinarily open for Business in [Monday to Friday excluding any advised public holiday). Shared Service Centre

SSC

Parties to Service Level Agreement This Service Level Agreement is concluded between the Service Provider Shared Service Centre - Nairobi (SSC) and the following Service Recipients

CBA Tanzania Limited CBA Uganda Limited

3. Terms and Conditions of Service Level Agreement The performance criteria established within this document are predicated upon the transaction volumes, market conditions and environment, and product coverage prevailing at the time of signing. Any material change in transaction volumes or commencement of trading in a product not currently defined in this document may necessitate a re-negotiation of the service provision under the terms of the Agreement. At any time during the term of the Service Level Agreement, either the service provider or the service recipient may request an amendment to any given performance criteria. Such a request must be raised in writing and negotiated between the signatories to the Service Level Agreement. During the term of the Service Level Agreement, either the service provider or the service recipient may request a temporary amendment to any given performance Criteria in order to accommodate cases of specific or urgent business need. The duration and

acceptability of such temporary amendments will be negotiated between the signatories to the Service Level Agreement. If approved should be communicated in form of memo to be incorporated in the SLA on annual review.

All times indicated are East Africa Time (EAT) unless otherwise indicated for a particular item/activity.

4. Period of Service Level Agreement This Service Level Agreement (SLA) is dated December 2013 The term of the Service Level Agreement will remain in effect until end of Dec 2013 when a new SLA is scheduled for sign off. During the review period, it is assumed that the terms Under the existing SLA shall continue to be in use until sign-off of the new SLA. Either party may request that the agreement be renegotiated at any time. 5. Confidentiality The service provider will protect the confidentiality and integrity of the service recipients data as outline d in the CBA Staff code of conduct signed by all members of staff.

6. Country Regulatory compliance & Internal/ Legal and Compliance Approvals The country shall ensure that they have obtained the Regulatory / Internal/ Legal and Compliance approvals to migrate the below indicated processes to SSC Nairobi accordingly. 6.1 Compliance with CBA Group policies, procedure: The SSC shall in all instances be guided by CBA group policies, procedures and management directives in collaboration with all procedures agreed with country for all transactions processed. This includes CBA Group policy and directive on Anti-money laundering and terrorist financing. The said procedures and process flow shall be reviewed at the request of either party or during the annual SLA review. Activities covered in SLA have been verified and validated and considered as updated in line with country operating instructions/approval.

7. Penalties & liabilities The SSC Nairobi will take appropriate disciplinary action as per the Human Resource Policy under advice to the service recipient on any of their staff who has caused direct or indirect loss to the service recipient. SSC Nairobi is a non profit making entity and all costs are recharged to the respective countries in line with agreed recharge methodology.

8. Performance Monitoring: Monthly SLA review meeting will be held with all designated CBA Spoke country representative via teleconference channels. Where Key pre- agreed metrics/measures of SSC and service recipient performance will be discussed and documented. Performance and accuracy tracking both at SSC level and spoke country level will be done through MIS dashboard presented and discussed in monthly SLA review meetings. The content of the dashboard will be as per agreed guidelines from Group Chief Operations Officer for SLA review discussions. 8.1 Error rate Measurement: The agreed error rate target for SSC is not exceeding 0.5% of the monthly volumes processed i.e. accuracy level of 99.5%. Similarly work from spoke has to be of high quality with Minimum errors <1%. These are being measured as part of the rejects. The performance of both Branch/Country and SSC on each given month will be discussed during the SLA review meeting.

8.2 TAT on Branch/CB Enquiries; All enquiries to SSC Nairobi should be logged through contact@cbagroup.com. All logged queries will be tracked and responded to within 48 hours. 8.3 Volume: The document contains surge volumes for each product/process support. In instances where volumes received from service recipient exceed this surge volumes discussion between SSC management and County management will be undertaken to agree on how to normalise the compliment requirement at the SSC. The country will be responsible for any increase in cost/charges or fees due to this increase in volumes. Volumes trend will so form part of Monthly SLA review agenda.

8.4 Surge Volume: The SSC will endeavour to operate at the highest level of efficiency. In instances where the Capacity utilisation ratio (CUR) raises to above 120% due to Increase in volumes received from country/branch the SLA review forum shall be used to negotiate revised TAT delivery timelines or increased resourcing on need basis.

9. Archiving and maintenance of customer documentation: The records and audit trails will be maintained as per SSC record retention guidelines. 10. Contingency planning: The systems employed by SSC have been designed and implemented with a high degree of resilience. Nevertheless, arrangements exist for the provision of contingency processing when required. The need to invoke business continuity recovery plans will be done by the relevant SSC department manager in consultation with the Business Continuity Manager. 11. Standard Operating Hours: The SSC Nairobi will be in operations on the days and time indicated below Monday- Friday 8.15am to 5.00pm. In the event that Kenya will have a public holiday falling between Monday-Friday, SSC will ensure that the service for the spoke countries is not impacted by providing resources to ensure the work for CBAT, CBAU is processed as per the agreed SLA. All applications received on Saturdays will be processed by SSC on the following working day. 12. Service Fees/Charges: The SSC shall recharge all costs incurred in undertaking the centralised operations tasks to the countries supported. The current SSC fee structure has not been defined and the group advised the previous charges for the products to apply. 13. Operational Losses

In the event of an operational loss occasioned by SSC, the loss shall be booked by the respective country. SSC will institute appropriate disciplinary measures on the staff concerned and share the same with CBAT/CBAU. The resource identified to be the root cause of the issue to disciplined accordingly.

14. Audit Reviews/Risk Management SSC Nairobi will be subject to reviews by both Group Internal Audit and external auditors. The purpose of this is to provide assurance to the compliance of procedures and controls within SSC. RCSA will also be conducted to assess the level of risks that are inherent in the unit and institute mitigation measures.

15. Escalation Process: This Escalation process will be followed in the event that the agreed service standards are not met: 1st Reminder Service Manager- SSC, Unit Manager- cc: Head of Department 2nd Reminder - Head of Central Operations cc: Service Manager SSC 3rd Reminder -Head of Operations Control cc: GCOO

Distribution and Approval List: The signatories below have given their agreement to this SLA so far as it impacts upon their area of responsibility.

1.

2.

1. Recon Account Services Service Recipient Branch/OCC Spoke Responsibility Service Provider SSC Responsibilities of Shared Service Centre

Service

1. Account Opening Capture (DMS)

CBAT

Scan properly completed & verified instructions to SSC via DMS (Maker & Checker). Branch to send request by 1600hrs Requests sent after 1600hrs EAT will be treated as receipts for the next working day Do a quick account opening for both personal and corporate accounts. Ensure account opening forms is completed and validated as per attached checklist- CBAT to provide

DPU-account maintenance team

Pick request from DMS queue for all dropped before 1600hrs Check for the completeness of documents.(Ensuring that all mandatory requirements are met ie AML part. Check KYC Do a long account opening- Capture the image/signature, capture the static data, account maintenance

Return incomplete/defective document to the Branch to fix the exceptions. TAT- Same day

2. Account Amendments >Amend customer details >Amend account signatories and mandates >Amend customer contacts >Amend statement cycles >Maintenance and amendment of Agent data >Amendment of posting restrictions >Maintenance of DOI >Maintenance of POA >Maintenance of DAO movements

CBAT

Acknowledge receipt of Instructions by stamping on the instructions Indicate on the instructions the person who has delivered the instructions e.g Drawer, Agent Verify the customer signature and annotate on the document Carry out call-back confirmations. This should be done using the numbers in our system and from a recorded line. The number used for call back should be indicated on the form. Scan and forward the documents to the processing team for processing through DMS (Maker/checker) process

DPU-Account maintenance team

Pick request from DMS queue for all dropped before 1600hrs

Verify the completeness of the instructions received. Confirm that the Branch has done all the activities/tasks that they are supposed to do. Return incomplete/defective document to the Branch to fix the exceptions. If everything is in order, process the amendments

TAT- Same day

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3. Account Closure

CBAT

Receive Customer Instructions from the customer Carry out due diligence on the customer instructions Interview the customer on reasons for closure Interview the customer and establish on how he/she wishes to be paid the balance in the account Pay the customer the difference and retain the account closure charges Retrieve the customer file and mark the account as CLOSED

DPU-Account maintenance team

Deletion of account signatures and photos on T24

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Payment Services 1. Standing OrdersSet up/amendments CBAT Receive instructions from customer. Verify account signature/ mandate call back customer to Confirm the standing order with the drawer Scan document through the DMS before 1600hrs Payments team Pick request from DMS queue for all dropped before 1600hrs

Verify the completeness of the instructions received. Confirm that the Branch has done all the activities/tasks that they are supposed to do. Return incomplete/defective document to the Branch to fix the exceptions. If everything is in order, process the Standing order For manual STO prepare payment card

TAT- Same day for instructions delivered before 1600hrs

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2. CAUDisbursements

CBAT

Prepare FM memo signed by CAU managers. (This should be as per the limits. CBAT to provide specimen signatures and the limits as well) Scan the disbursement instructions in DMS before 1600hrs

Payments team

Pick request from DMS queue for all instructions dropped before 1600hrs Verify the completeness of the instructions received. Confirm that they have been signed as per mandate and authority levels

Return incomplete/defective document to the CAU to fix the exceptions. Process in T24 as EFT, TT,or RTGS 3. Account Sweeps CBAT Receive instructions from customer. Verify acct signature, mandate call back customer to Confirm the Sweep with the drawer Scan document through the DMS before 1600hrs Payments team Route in swift for RTGS and TT Extract the clearing file to ben bank for EFT Pick request from DMS queue for all instructions dropped before 1600hrs Verify the completeness of the instructions received.

Return incomplete/defective document to the CAU to fix the exceptions. Set up, amend, close in T24 as per customer request Archive through DMS

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4. Foreign TTs

CBAT

Receive instructions from customer. Verify account signature/ mandate call back customer to Confirm the standing order with the drawer Scan document through the DMS before 1600hrs

Payments team

Pick request from DMS queue for all dropped before 1600hrs

Verify the completeness of the instructions received. Confirm that the Branch has done all the activities/tasks that they are supposed to do. Return incomplete/defective document to the Branch to fix the exceptions. If everything is in order, process the Standing order

TAT- Same day for instructions delivered before 1600hrs

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5. RTGS

CBAT

Receive customer instructions Verify signature call back customer to Confirm the payment with the drawer Scan document in DMS

Payments team

Pick request from DMS queue for all instructions dropped before 1600hrs

Verify the completeness of the instructions received. Confirm that the Branch has done all the activities/tasks that they are supposed to do. Return incomplete/defective document to the Branch to fix the exceptions. Process in T24 as EFT, TT,or RTGS Route payment through SWIFT for RTGS and TT Extract the clearing file to ben bank for EFT

TAT same day for instructions delivered before 1600hrs

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6. Incoming SWIFT messages

CBAT

Advise customers of large payments Negotiate rates as advised by SSC through Email Request for KYC documents TAT- Countries should respond within the same day

Payments team

Process tracers Process Payments Return payments where no sufficient documentation has been provided

TAT- Failure to provide the required information as requested by SSC within 7 (seven) working days, the payments received will be returned to the country of origin/sender.

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