Download - African Bank

Board charter
1. PREAMBLE
1.1 The board of directors (“the board”) of African Bank Investments Limited (“the group”) is the core of the group’s system of
corporate governance and is ultimately accountable and responsible for the performance and affairs of the group.
1.2 Good corporate governance is regarded as critical to the success of the business of the group and the board is unreservedly
committed to applying the fundamental principles of good governance – transparency, integrity, accountability and responsibility
– in all dealings by, in respect of and on behalf of, the group.
1.3 The board accordingly embraces the principles of good governance as set out in the 2002 King Report on Corporate Governance
for South Africa (“King II”), the Banks Act, 1990 as amended, the JSE Securities Exchange South Africa (“JSE”) Listings
Requirements and the Companies Act, 1963 as amended.
2. FORM, AIM AND OBJECTIVES
2.1 This board charter defines the governance parameters within which the board exists, sets out specific responsibilities to be
discharged by the board and directors collectively, as well as certain roles and responsibilities incumbent upon directors as
individuals.
2.2 To allow the group to comply as economically as possible with the King II recommendation to publish its board charter in
the group’s annual report, this board charter is made up of a principal charter, which sets out the broad governance principles
and parameters within which the board will operate (which is published in the annual report), and an appendix which provides
detailed guidelines of the board’s procedures and responsibilities (collectively referred to as the “board charter”). The complete
board charter is available on the group’s website (http://www.africanbank.co.za) or from the Group Secretariat of the Bank
on request.
2.3 Whilst this board charter of necessity includes references to minimum acceptable standards of conduct, in pursuit of the ideals
underlying this board charter it is critical that substance prevails over form, and in applying the governance principles contained
herein the board will be guided by the recommendations and ethos of King II as well as established standards of governance
best practice, locally and internationally.
2.4 This board charter shall constitute an integral part of each director’s letter of appointment.
3. THE ROLE OF THE BOARD
3.1 This clause sets out the general principles applicable to the board’s governance of the group. Matters which are specifically
reserved for decision by the board are set out in the appendix to this charter.
3.2 The board should exercise leadership, enterprise, integrity and judgement in directing the group so as to achieve continuing
prosperity for the group and its shareholders, and shall at all times act in the best interests of the group in a manner based on
transparency, integrity, accountability and responsibility.
3.3 The board’s primary responsibilities include determining the group’s purpose and values and giving strategic direction to the
group, identifying key risk areas and key performance indicators of the group’s business, monitoring the performance of the
group against agreed objectives, advising on significant financial matters and reviewing the performance of executive
management against defined objectives and applicable industry standards.
3.4 The board must specifically:
3.4.1 retain full and effective control over the group, and monitor management’s implementation of the strategic plans and financial
objectives as defined by the board;
3.4.2 define levels of materiality, reserving specific powers to itself and delegating other matters, with the necessary written authority,
to management;
3.4.3 continually monitor the exercise of delegated power by management;
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