confidence - Investing In Africa

Corporate Governance ReportOther broad responsibilities of the Board include:-• Exercising leadership, enterprise, integrity and judgment in directing theCompany• Appointing and measuring the Chief Executive’s effectiveness in achievingcorporate objectives• Ensuring financial statements are true and fair and contain adequatedisclosure• Enforcing robust risk management, internal controls and legal/regulatorycompliance• Ensuring transparent and prompt communication with shareholders andstakeholders on matters that are material to the business of the Group• Ensuring that an adequate and effective process of corporate governance isestablished and maintainedThe Board fulfills its proper governance responsibilities through various boardCommittees. The Committees review technical and key, specific issues in detailand make decisions and/or advise/make recommendations to the Boardenabling the latter to take considered and informed decisions. TheCommittees report to the Board after each meeting. The Bank hires theservices of independent consultants/specialists to advise the Board andmanagement on certain critical areas such as technology, strategic planningand risk management.The Board delegates the day-to-day running of the Bank to the Chief Executive,Executive Management and to various forums to implement Board plans andstrategies. The Board delegates operational issues to management and isultimately accountable to the shareholders for the performance of the Bank.The Bank’s Board of Directors comprises eleven members, of which nine arenon-executive directors, including the Chairman. These non-executive directorscome mainly from the business community and the professional banking field.All directors are elected by separate resolution. The roles of the Chairman andChief Executive are segregated and well defined.113The Board has set up eight board Committees: Audit, Risk, Conduct Review,Remuneration, Nomination, Corporate Governance, Credit Sanction andStrategic Planning. The terms of references for these Committees are in linewith the model of the code of Corporate Governance for Mauritius andinternational best practices and are described briefly below. The full terms ofreferences may be viewed on our website.