confidence - Investing In Africa

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Corporate Governance ReportCorporate Governance Report (cont’d)Audit CommitteeThe Audit Committee consists of four non-executive directors. The chairman of theBoard is not a member. The chief executive, the internal auditor and the partnersof the statutory audit firm of the Bank are in attendance. The external auditors andthe internal auditor have full and unrestricted access to the Audit Committee andits chairman and/or chairman of the Board.The Committee meets at least quarterly. The Committee meets separately with theinternal and external auditors in the absence of management to discuss anymatters of concern.The Audit Committee provides assurance that financial disclosures made bymanagement reasonably portray the Group’s and Company’s financial condition,results of operations and plans and long term commitments amongst others.Risk Management CommitteeThe Risk Management Committee comprises six directors. The Committeemeets at least quarterly.The Committee ensures that a robust risk management framework is in place.It regularly reviews the policy of management of risk, particularly in the areasof Credit, Market, <strong>In</strong>terest, Liquidity, Operational and Technological risk.114Remuneration CommitteeThe Remuneration Committee comprises six non-executive directors. The ChiefExecutive is in attendance. The Committee meets at least three times annually.The Committee approves the remuneration of senior officers and above,recommends to the Board remuneration packages of the chief executive andapproves terms and conditions of service contracts of the other directors.Nomination CommitteeThe Nomination Committee comprises six non-executive directors. The ChiefExecutive is in attendance. The Committee meets at least twice annually.The Committee recommends nomination of directors to the Board based ona proper director selection process, ascertaining that potential directors are fitand proper persons and the Board has the right balance of skills, expertiseand independence, amongst others. The Committee also recruits/appointsofficers of the grade of group leaders and above.
Corporate Governance ReportCorporate Governance Report (cont’d)Corporate Governance CommitteeThe Corporate Governance Committee comprises six non-executive directors. TheCommittee meets at least once annually.The Committee determines and develops the policy of good corporategovernance and ensures that disclosures made in the Annual Report and otherreports are in accordance with the principles of the code of corporate governance,Central Bank guidelines and international best practices.Credit Sanction CommitteeThe Credit Sanction Committee comprises four non-executive directors withbanking experience/background and two executive directors. TheCommittee is chaired by a non-executive director. The Committee meets atleast once monthly.The Committee reviews the methodologies for assessing country risks and bankrisks and establishes exposure limits. The Committee also reviews and approvescredit exposures taking into account, amongst others, amounts, newfacilities/renewals and financial risk rating of the borrowers.Strategic Planning CommitteeThe Strategic Planning Committee is chaired by a non-executive director andcomprises three other non-executive directors and two executive directors. TheCommittee meets at quarterly intervals.The Committee reviews issues of fundamental strategic importance includingstrategic alliance partnerships, strategic plans, annual operating plans andlarge projects.115Conduct Review CommitteeThe Conduct Review Committee comprises five non-executive directors. TheChief Executive is in attendance. The Committee meets at least quarterly.The Committee reviews transactions with Related Parties to ensure they arecarried out on terms and conditions that are at least as favourable as marketterms and conditions.
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embracing change with confidencecon
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Corporate ProfileSBM Group offers a
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key financial indicatorsRestated*20
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Caution regardingforward-looking st
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confidence to move with the times
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Directors’ Report to the Sharehol
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Statement of Management’s Respons
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Report of the Auditors to the Share
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Financial StatementsBalance Sheets
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