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3.4.4 ensure that a comprehensive system of policies and procedures is in place and that appropriate governance structures exist to
ensure the smooth, efficient and prudent stewardship of the group;
3.4.5 ensure compliance by the group with all relevant laws and regulations, audit and accounting principles, the group’s code of
conduct, and such other principles as may be established by the board from time to time;
3.4.6 regularly review and evaluate the risks to the business of the group and ensure the existence of comprehensive, appropriate
internal controls to mitigate against such risks;
3.4.7 exercise objective judgement on the business affairs of the group, independent from management but with sufficient
management information to enable a proper and informed assessment to be made; and
3.4.8 identify and monitor non-financial aspects relevant to the business of the group, and ensure that the group acts responsibly
towards all relevant stakeholders having a legitimate interest in its affairs.
3.5 The board shall have the power to delegate to any person or committee any of its powers and discretions and to grant to such
person or committee general or specific powers of sub-delegation.
3.6 The day-to-day management of the group will vest in the hands of the chief executive officer (“CEO”) and the management team
appointed by him.
4. COMPOSITION OF THE BOARD
4.1 The constitution of the board is dictated by ABIL’s articles of association which permits a maximum number of 20 directors, of
whom a majority shall be non-executive. The group presently has a unitary board consisting of seven executive directors, and
11 non-executive directors of whom nine are classified as independent non-executive directors within the definition of King II.
4.2 In determining the optimum composition of the board, the board shall seek to ensure that it collectively contains the skills,
experience and mix of personalities appropriate to the strategic direction of the group and necessary to secure its sound
performance.
4.3 The Directors’ Affairs Committee of the board shall, in line with its terms of reference, from time to time review the general
composition of the board and make appropriate recommendations on the appointment of new executive or non-executive
directors.
4.4 Irrespective of a director’s special expertise or knowledge and regardless of whether a director is an executive or non-executive
director, all members of the board recognise that they are collectively responsible to shareholders for the performance of the
group.
4.5 The termination of an employment contract of an executive director will result ipso facto in the termination of his membership of
the board, unless the board determines otherwise.
5. DIRECTORS
5.1 In discharging their role, directors of the group must satisfy the following primary requirements. A director must always act:
5.1.1 in good faith, and in a professional manner, having due regard to his fiduciary duties and responsibilities to the group;
5.1.2 independently, in what he personally believes to be the best interests of the group as a whole;
5.1.3 with the degree of care, diligence and skill that may reasonably be expected from a person of his knowledge and experience;
5.1.4 intra vires, ie within the scope of his authority as prescribed by the memorandum and articles of association of the group; and
5.1.5 as a member of the board.
The duties of directors are set out in detail in the appendix to this board charter.
5.2 On appointment, new directors will undergo an induction programme (detailed in the appendix) aimed at facilitating their
understanding of the group, their responsibilities as directors and the business environment and markets in which the group
operates.
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African Bank Investments Limited