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Corporate governance continued
regularly attend meetings of the
board and any board committees
on which he/she serves;
endeavour to keep abreast
of changes and trends in the
business environment and markets,
including changes and trends in
the economic, political, social
and legal climate generally, which
may impact the business of the
group; and
seek to avoid conflicts of interests
and ensure that he/she shall in
no way derive any profit as a result
of his/her directoral relationship
with the group. Executive directors
in particular shall take special care
to ensure that there is no conflict
between their executive
management roles and their fiduciary
duties as directors of the group.
Please refer to page 132 for the
abbreviated board charter. A copy of the
full board charter is available on ABIL’s
website at www.africanbank.co.za
Information requirements of
directors
The board has reviewed the information
requirements of directors to enable them
to effectively fulfil their duties and
responsibilities. Directors are timeously
informed of matters that will be
discussed at board meetings and
provided with information relating
thereto. A procedure further allows for
directors to suggest additional items for
discussion at meetings and to call for
additional information or a briefing on
any topic prior to the meeting.
Levels of materiality
The board has quantitatively and
qualitatively defined levels of materiality
for the group. This is reviewed on an
annual basis or more frequently if
necessary.
Delegation of authorities
The board has approved and
disseminated the delegation, both
internally and externally, of certain
authorities to the board sub-committees
where applicable and to management.
Board meetings
At a minimum, board meetings are held
every quarter and the board is of the
opinion that this is sufficient. Special
board meetings to discuss specific issues
such as strategy and risk management,
were also held during the year. The
board is constantly reviewing the amount
of time spent on corporate performance,
strategic issues and the content and
quality of non-financial information.
The annual general meeting was well
attended by directors and in particular the
chairmen of all board committees were in
attendance to answer any questions.
Interaction with management
The members of the ABIL board
contribute a wide range of experience
relevant to the particular business of
ABIL and the group as a whole. The
ABIL board has a high level of regular
interaction with the executive
management thereby enabling the
directors to infuse their considerable
experience, professional knowledge and
knowledge of the target market into its
strategic direction.
There is a policy of open communication
between the board and management
and this ensures that the board is fully
informed of major matters concerning
ABIL and its business.
Dealing in ABIL securities
The organisation has a policy to grant
share options rather than shares as an
incentive to executive directors. The
company adheres to a policy of
prohibiting dealings in securities within
closed periods. The policies around
dealing in ABIL securities, improper use
of insider information and holding of
shares by directors have been formally
established by the board and are
implemented by the company secretary.
Securities as per the definition of the new
JSE Listings Requirements includes stocks,
shares, debentures, warrants and options.
The definition of closed periods as
approved by the ABIL board of
directors is as follows:
From:
Year-end, ie 30 September to three
calendar days after publication of
prelims, abridged or provisional
statements;
Interim results from 31 March and
ending three calendar days after
publication of interim results;
Quarterly periods from 31 December
and 30 June and ending three
calendar days after publication of
quarterly updates;
During any cautionary period relating
to ABIL or any listed subsidiary of
ABIL and ABIL listed securities; and
Any other period as advised by
company secretariat.
Company secretariat
All directors have access to the services
of the company secretary, Sarita Martin,
who is responsible for ensuring that
board procedures are followed and plays
an active role in the facilitation of the
induction of new directors and the
improvement and monitoring of
corporate governance processes. All
directors are entitled to seek
independent professional legal advice
with respect to any affairs of ABIL at the
group’s expense.
The appointment, removal and appraisal
of the performance of the company
secretary is the responsibility of the
board of directors.
Group governance
structure
Only non-executives directors are
members of the various committees
(operating within ABIL) with certain
executives and other members of
management attending the meetings.
The group governance structure as
approved by the board is depicted on
page 51.
This committee structure permits the
board to address key areas in more
depth than may be possible in a full
board meeting. Decisions about
committee membership are made by the
full board, based on recommendations
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African Bank Investments Limited