CORPORATE GOVERNANCE
REPORT
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OUR MAXIM
The Board of Directors (“Board”) deems that endorsing quality norms and beliefs of good governing practices at the Bank provide a solid bedrock for sustainability, a long-haul value creation for all of its stakeholders and a culture of transparency. The Board entrusts its powers through its leadership in the hierarchy eulogising elevated standards of corporate governance to direct and supervise the conduct of the business and the affairs of the Bank ethically and effectively.
GENERAL
This year under review was marked by the recomposition of AfrAsia Bank Limited’s (the “Bank” or “AfrAsia Bank” or “ABL” or “AfrAsia”) Board.of Directors as enjoined by the Bank of Mauritius (“BOM”). Though ABL and its Board have taken the required steps to ensure compliance with the principles set out in the National Code of Corporate Governance, it remained non-compliant vis-à-vis a few of those principles and same is disclosed in the “Statement of Compliance” along with underlying rationale behind the non-compliance. Disclosures pertaining to the eight principles of the Code have been made in different sections of the Annual Report, as outlined below:
5
Risk Governance and Internal Control
Corporate Governance Report and Risk Management Report
6
Reporting with Integrity
Corporate Governance Report, Sustainability Report and Section B
8
Relations with Shareholders and Other Key Stakeholders
Corporate Governance Report
STATEMENT OF COMPLIANCE
(SECTION 75(3) OF THE FINANCIAL REPORTING ACT 2004)
AfrAsia Bank Limited and its Subsidiaries
Year ended 30 June 2021
We, the Directors of AfrAsia Bank Limited, confirm that to the best of our knowledge AfrAsia Bank Limited and its Group Entities have complied with all of its obligations and requirements under the National Code of Corporate Governance 2016 in all material aspects except for the following:
Areas of non-compliance
As at 30 June 2021, the Bank did not have an Executive Director serving on the Board which goes against the requisites of the Code stipulating that the Board should consider having a strong executive management presence with at least two executives as members.
Reason for AfrAsia non-compliance: The recruitment of a new CEO is still an on-going process and the Bank remains committed in finding a suitable candidate to address this composition deficiency.
As at 30 June 2021, the Bank did not have a CEO serving on the Risk Committee which goes against the requisites of BOM’s “Guidelines on Corporate Governance 2001” (revised October 2017) stipulating the need for the CEO to be an active member in this Committee.
Reason for AfrAsia non-compliance: The recruitment of a new CEO is still an on-going process and the Bank remains committed in finding a suitable candidate to address this composition deficiency.
As at 30 June 2021, the Board of Directors did not have a formal suitable plan for the orderly succession of appointments of its members and senior management personnel in order to maintain an appropriate balance of knowledge, skills and experience and to ensure it is progressively refreshing.
Reason for AfrAsia non-compliance: The term of reference of the Corporate Governance Committee states that Committee is responsible to identify and nominate candidates for the approval of the Board to fill Board vacancies as and when they arise. Given that a new Board was set up during the year, this will be done as a priority.
As at 30 June 2021, the Board did not undertake a formal, regular and rigorous evaluation of its own performance and that of its Committees and individual Directors and produce a development plan on an annual basis.
Reason for AfrAsia non-compliance: Considering the change in directorship in financial year ended 30 June 2021, no Board appraisal exercise has been performed during the year under review given that sufficient time is required for the Directors to be familiar with the Bank. The new Board will consider the latter exercise together with a development plan.
INDERJIT SINGH BEDI
Chairperson
Date: 17 September 2021
JOAN JILL WAN BOK NALE
Director
Date: 17 September 2021