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Corporate governance
ABIL is committed to business integrity, transparency
and professionalism in all its activities to ensure that all
the entities within the group are managed ethically and
responsibly to enhance the value of its business for the
benefit of all stakeholders.
Approach to corporate
governance
The board of directors of ABIL recognises
that, as the core of the corporate
governance system, it is ultimately
accountable and responsible for the
performance and affairs of the company.
The board accepts that the CEO and the
executive directors are responsible for
the management of the day-to-day affairs
of the company and that delegating
authority to management and/or any
committee of directors does not in any
way mitigate or dissipate the discharge
by the board and individual directors of
their responsibilities.
The board embraces the principles of
good corporate governance as
espoused in the guidelines of the King
Report on Corporate Governance for
South Africa 2002 (“King II”), the
provisions of the Banks Act, 1990, the
JSE Listings Requirements and the
Companies Act, 1973.
The board believes that good corporate
governance is far more than a “checkthe-box”
list of minimum board and
management policies and duties – a
good corporate governance structure is
a working system for principled goal
setting, effective decision-making and
appropriate monitoring of compliance
and performance. Through such a vibrant
and responsive system the CEO, the
management team and the board of
directors can interact effectively and
respond quickly to changing
African Bank Investments Limited 44
circumstances within a framework of
solid corporate values, to provide
enduring value to the shareholders
who invest in ABIL whilst maintaining a
balance between shareholder needs
and the needs of other stakeholders.
The board continuously strives to find
the correct balance for its business
between acting entrepreneurially and
providing strategic leadership and
maintaining good governance.
The ABIL board, inter alia, determines
the direction of ABIL by setting the longterm
strategic objectives, shaping the
values by which the organisation is
managed, determining risk parameters,
approving budgets and monitoring the
executives on its implementation
thereof. The monitoring of management
performance is effected via regular
formal and informal communication by
the CEO, executives, and internal and
external audit reports.
ABIL is constantly striving to develop
and improve corporate governance
structures and practices to ensure
compliance with King II.
The board is satisfied that its decisionmaking
capability and the accuracy of
its reporting and financial results are
maintained at a high level at all times.
The board relies on the external group
auditors and the Group Audit
Committee to raise any issues of
financial concern.
Progress regarding the
implementation of good
corporate governance
practices
1. A comprehensive corporate
governance review was conducted during
2002 by external consultants to advise the
board on the achievement of the
principles and recommendations of King II
taking into account the requirements of
the Banks Act, 1990 as well. The review
was designed to inter alia:
(a) Determine the level of compliance
with King II.
(b) Review the composition of the board
and committees.
(c) Conduct formal appraisals of the
chairman, the CEO and the executive
and non-executive directors.
This has led to, inter alia, the
appointment of additional non-executive
directors to enhance the skills base of
the board to ensure that all risks achieve
the required expert opinion at a board
level especially taking into account
specific risks relating to a bank.
Whilst the review indicated that ABIL
displayed an acceptance for and
adoption of the principles and practices
of good corporate governance, some of
the most important issues of a strategic
and compliance nature requiring
attention and rectified during the course
of 2003 were: