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Board charter (continued)
5.3 The board will determine the level of remuneration paid to executive and non-executive directors on the recommendation of the
Group Remuneration and Transformation Committees. In deciding on appropriate levels of remuneration, the board shall be
guided by the principle that whilst levels of remuneration should be sufficient to attract and retain the calibre of directors needed
to run the group successfully, it should avoid paying more than is necessary for this purpose.
5.4 Executive directors will receive no additional fees, but will be paid as employees of the group in accordance with their contracts
of employment.
6. LEADERSHIP
6.1 The group’s philosophy of leadership is based on the principle that the control of the board and the executive responsibility for
the running of the business are two separate and distinct tasks. There is accordingly a clear division of responsibilities between
the role of the chairman of the board and the CEO so as to ensure that an appropriate balance of power is maintained within
the group.
6.2 The board shall be led by an independent non-executive chairman who shall, inter alia, preside over meetings of the board and
be responsible for ensuring the integrity and effectiveness of the board governance process. The role of the chairman is regarded
as critical to good governance and is defined in the appendix to this board charter.
6.3 The board shall appoint the CEO and set the terms and conditions of his employment contract. Without limiting the obligations
of the CEO as determined in his contract of employment, the principal functions of the CEO are set out in the appendix to this
board charter.
7. BOARD GOVERNANCE
7.1 Board meetings
7.1.1 The board will meet at least four times in each financial year, and may convene additional meetings as and when necessary. In
addition to the rules of procedure set out in the appendix to this board charter, meetings and proceedings of the board will be
governed by the articles of association of ABIL.
7.2 Board committees
7.2.1 The board may form such committees as may be necessary to facilitate efficient decision-making and to assist the board in the
execution of its duties. The board presently has four standing committees, namely, the group audit committee, the group risk
committee, the Directors’ Affairs Committee and the Group Remuneration and Transformation Committee.
7.2.2 Each committee of the board shall be constituted with formal terms of reference which shall determine inter alia the membership,
purpose, powers and authority of the committee, the scope of its mandate and its relationship to the board. The general
principles dealing with the constitution, membership and authority of board committees are set out in the appendix to this board
charter.
7.3 Independent professional advice
7.3.1 The board shall approve a procedure in terms of which any director may take independent professional advice, at the expense
of the group, where there is doubt as to whether a proposed course of action is consistent with his fiduciary duties and
responsibilities.
7.4 Conflicts of interests and dealing in ABIL securities
7.4.1 The board shall consider whether the business of the group requires that it develops a formal conflicts of interests policy in terms
of which conflicts are defined and appropriate conduct for dealing with conflicts is prescribed. In the absence of a policy, directors
must inform the board of any actual, suspected or potential conflict of interests they may have in relation to particular items of
business, as soon as they become aware of such conflict or potential conflict.
7.4.2 Directors should recuse themselves from discussion or decisions on matters in which they have a conflict of interest.
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