Responsibility of the Board
The Board of Directors’ have a collective responsibility for setting the strategic objectives and ensure that management maintains systems of risk management and internal controls that provide assurance of effective and efficient operations and compliance with all the applicable laws and regulations.
Board Committees
The Board has established Committees to increase efficiency and allow deeper focus in specific areas. All the Committees function in accordance with their respective charters and provide periodic updates to the Board on matters arising.
There are presently four Committees, namely:
- Board Executive Committee
- Audit Committee
- Risk & Compliance Committee
- Remuneration, Nomination & Governance Committee
Board Executive Committee
The Board of Directors delegates to the Board Executive Committee the following main responsibilities:
- Oversee the strategy implementation and exploring with management growth opportunities for the Bank and its businesses;
- Follow up on the implementation of material IT and transformation projects and overseeing the overall IT and digital strategies;
- Monitor operating and financial performance against set targets;
- Approve Retail and Wholesale Credit Policy for the bank
- Approve larger credit facilities and investments above management limits;
- Approve product programmes for those credit products approved on a programmatic basis;
- Monitor material recovery cases and approving related restructurings or financial settlements;
- Oversee the Bank’s approach to the most material sectorial and individual credit exposures in its portfolio;
- Review the quality of the Bank’s investment portfolio and the trends affecting that portfolio;
- Oversee the effectiveness of the Bank’s investment strategy and policies
Audit Committee
The primary purpose of the Audit Committee is to provide oversight of the financial reporting process, the audit process, the company's system of internal controls and compliance with laws and regulations, through Monitoring the quality and integrity of financial statements and any formal announcements relating to financial performance, reviewing the audit and internal control systems currently in place to ensure they remain sound and fit for purpose, receiving and considering reports and recommendations from Internal Audit, External Audit and Management, Compliance with laws and regulations, whistleblowing and fraud; making recommendations to the Board in respect of financial reporting and in relation to the appointment, re-appointment and removal of the external auditor and approval of the remuneration and terms of employment of the Chief Internal Audit Officer and monitoring, reviewing the effectiveness of the internal audit function and reviewing the internal and external auditor’s independence and objectivity
Risk and Compliance Committee
The Board of Directors delegates to the Risk and Compliance Committee the principal responsibility for the oversight and monitoring of the Bank’s Enterprise Risk Management framework, its application and effectiveness.
The Risk and Compliance Committee provides advice to the Board specifically in relation to current and projected performance against risk appetite. The Risk and Compliance Committee also has responsibility to provide the Board with assurances that the Bank’s risk assessment processes, policies, staffing and infrastructure are fit for purpose.
Management will ensure that all information relevant to the discharge by the Risk and Compliance Committee of its responsibilities is provided to the Risk and Compliance Committee and that all matters of material concern relevant to the Risk and Compliance Committee’s responsibilities are promptly brought to committee’s attention.
Remuneration, Nomination & Governance Committee
The Board of Directors delegates to the Remuneration, Nomination & Governance Committee the following main responsibilities:
- Approving the Bank’s People Strategy and monitoring its delivery
- Approving the Bank’s Reward Policy as applied to all employees of the Bank and its associated and / or subsidiary companies
- Approving all other HR policies[1] associated with remuneration and / or the Reward Policy
- Approving Code of Conduct and Conflict of Interest Policy
- Approving all remuneration packages of senior executives[2] in line with the Corporate Governance Regulations
- Providing advice in relation to remuneration for Board Members
- Approving long term incentive plans for all employees
- Ensuring that the compensation of employee in control functions of Risk Management, Compliance and Internal Audit are determined independently of the performance of the Bank. The Variable compensation must be based on performance targets related to their functions and independent of the lines of business they monitor and control
- Ensuring that performance based compensation of senior executives and Material Risk Takers is reduced or reversed based on realized risks and violations of laws, Regulations, Code of Conduct or other policies before compensation vests
- Reviewing business related incentive schemes
- Approving employee benefit plans for all employees
- Establishing a Fit and Proper Process for the selection of the board members and senior executives
- Reviewing succession plans of senior executives and Board Members
- Recommending individuals for nomination as members of the Board and its Committees
- Overseeing the performance management system including performance goals for the CEO and all senior executives
- Monitoring the size and composition of the Board
- Overseeing the organizational structure of its committees and senior executives
- Reviewing corporate governance arrangements including but not limited to the board selection, suitability and diversity, board continuing professional development, overseeing the annual performance evaluation of the Board, its committees and individual Board Members and committees’ structures and adequacy.
