2010 Annual report - Nedbank Group Limited

OPERATIONAL REVIEW SUPPORT AREASGOVERNANCE, COMPLIANCE & LEGAL(continued)Board CommitteesThe Board committee structure has been putin place to ensure that the Board is adequatelyassisted in carrying out its duties and obligations.The structure remained unchanged and comprisesthe following committees:• Audit Committee;• Directors Affairs and RemunerationsCommittee;• Risk, Compliance and Loan ReviewCommittee.All the Board committees have documentedterms of reference that are reviewed on an annualbasis.Chairman and ManagingDirectorThe role of the Chairman and Managing Directorare separate and distinct, as required by theFinancial Institutions Act, 2005 and King III, toprovide for the balance of authority and power.This promotes responsibility, accountability andtransparency as there is no one individual thatthat has unlimited decision making powers.However, the demarcation of the roles does notprohibit the interaction between the Board andexecutive management. This is to ensure thatthe two work sufficiently in collaboration for theattainment of the Bank’s strategic objectives.Company Secretary andDirector DevelopmentAll directors are required to attend the GordonInstitute of Business Science (GIBS) BoardLeadership Programme. Two directors have notyet attended the training, which is intended toequip all directors with the skills and expertiserequired to discharge the onerous responsibilityplaced on them. General awareness trainingwas conducted over the year on corporategovernance and fiduciary responsibilities. Earlyin the year the Board attended a presentation ofthe King III Report on Corporate Governance. Allnew directors are informed of their duties andresponsibilities through an induction programmerun by the Company Secretary. In the course of theinduction, the new directors interact with seniormanagement, whereby they are also informed ofthe Bank’s strategies.Directors have unlimited access to the adviceand services of the Company Secretary andGovernance and Compliance. Both the CompanySecretary and the Governance and Compliancefunction have a responsibility for ensuring thatBoard procedures and applicable rules andregulations are complied with.Board MeetingsThe Board held five meetings during the year, oneof which was a special meeting to consider anextraordinary item. The Board is satisfied that theNedbank (Swaziland) Limited Annual Report 201066