confidence - Investing In Africa

Corporate Governance ReportCorporate Governance Report (cont’d)proposals. The Performance ReviewForum meets at least monthly toreview and monitor the performanceand achievement against agreedbudgets/target of the various lines ofbusiness. The Portfolio ManagementForum meets at least monthly toreview portfolio risk profiles andamends the portfolio managementplan accordingly. The Assets &Liabilities Management Forum (ALM)meets at least monthly to oversee theBank’s liquidity risk, interest rate riskand foreign exchange riskmanagement. The role of ALM is to setand oversee broad policy for managingthe Bank’s Balance Sheet based on adetailed analysis of risk return trade-off;develop guidelines and limits foroperating units and treasury; monitorthat those limits are adhered to andthat the strategy of the Bank is in linewith the Bank’s budget and the Bank’srisk management objectives; managepotential risk to earnings and capitalfrom changes in market risks. TheOperational Risk Forum meets at leastmonthly to review the internal controlsof the business units and makessuitable recommendations to improvethe system of internal controls andbusiness conduct/practices. It alsoincludes the review of the IT securitypolicy. The operational risk teamreports to the chief executive and theOperational Risk Forum. The IT Forummeets regularly to discuss IT operationalissues and monitor progress of all ITrelated projects and issues. TheFacilities Management Forum meetsat least monthly to review facilitiesissues and monitors the progress of allpremises and SBM Park.Legal & Regulatory DisclosuresTable 15 - Substantial Shareholders at June 30, 2005VOTINGNAME OF SHAREHOLDERS NO RIGHTSOF SHARES (%)NEDBANK AFRICA INVESTMENTS LIMITED 65,335,510 20.1STATE BANK OF MAURITIUS LTD -TREASURY SHARES 57,362,170 -NATIONAL PENSIONS FUND 48,518,750 14.93STATE INSURANCE COMPANY OF MAURITIUS LTD 44,669,050 14.05Directors’ Share InterestDirectors follow the principles of the model code for securities transactions bydirectors as detailed in Appendix 6 of the Mauritius Stock Exchange listing rules.The interests of the directors of the Company as at June 30, 2005 were as follows:-Table 16 - Directors’ Share InterestORDINARY SHARESDIRECT INDIRECTMr Chaitlall Gunness, (Chief Executive) 600 600Mr. Antoine Louis Harel (Jr) 11,159 49,868Prof. Mohamedbhai, Goolamhussen T G., GOSK 6,000 -Mr Soopaya Parianen 36,500 -Mr. Muni Krishna T Reddy, GOSK 80,000 -The other directors have no equity share in the company whether directly orindirectly. None of the directors have a direct or indirect share in the equity ordebt securities of the subsidiaries of the Bank.During the period under review, none of the directors bought or soldSBM’s shares.Significant ContractsNo contract of significance other than loans and credit facilities granted in theordinary course of business subsisted during the period under review betweenthe Company or any of its subsidiaries and any director of the Company, eitherdirectly or indirectly.Service ContractsMr Chaitlall Gunness has a contract of employment with the Bank commencingOctober 28, 2003 and expiring on October 27, 2006.117