Corporate Governance Committee

The Committee consisted of one Independent Non-Executive Directors and three Non-Executive Directors as at 30 June 2021. In line with its approved Terms of Reference, the Committee should meet at least twice a year. The Committee was required to meet frequently throughout the financial year because of matters dealing with compensation and employee evaluation, Committee terms of reference, personnel issues and other out of ordinary course matters.

Composition:

The Committee shall consist of at least two members.

Membership as at 30 June 2021:

The membership of the Committee shall be appointed by the Board from amongst the Directors of the Bank and shall be composed of a majority of Non-Executive Directors. As at 30 June 2021, the Committee was in adherence with the membership rudiments.

Members Date of appointment Board status
Inderjit Singh Bedi
(Chairperson)		 October 2020 Independent Non-Executive Director
Jan Fredrik Louis Gaëtan
Boullé		 October 2020 Non-Executive Director
Brian Adam Davis October 2020 Non-Executive Director
Aslam Kanowah October 2020 Non-Executive Director

Note:

Thierry Vallet, Interim CEO, is in attendance and non-voting. Executives and outside advisors (Compliance, Human Resources and Legal) were in attendance for meetings as required for the deliberations of the Committee.

Fundamental functions comprise:
  • To determine, agree and develop the Bank’s general policy on corporate governance in accordance with the recommendations of the Code of Corporate Governance; 
  • To ensure that disclosures on corporate governance whether in the annual report or on an ongoing basis, are made in accordance with the principles of the Code of Corporate Governance;
  • Preparing the corporate governance report to be published in the annual report;
  • To determine, agree and develop the Bank’s general policy on executive and senior management remuneration;
  • Determining specific remuneration packages for Executive Directors of the Bank, including but not limited to basic salary, benefits in kind, any annual bonuses, performance-based incentives, share incentives pensions and other benefits;
  • Ensuring that compensation is consistent with the Bank’s culture, objectives and strategy determine the level of Non-Executive and independent Non-Executive Directors fees to be recommended to the shareholders at the meeting of shareholders;
  • Determining any criteria necessary to measure the performance of Executive Directors in discharging their functions and responsibilities;
  • Ensuring a review, at least annually, of the current Directors’ performance and attendance at Board and Committee meetings;
  • Review the Board structure, size and composition and make recommendations to the Board with regards to any adjustments that are deemed necessary;
  • Ensuring that the right balance of skills, expertise and independence is maintained; 
  • Identifying and nominate candidates for the approval of the Board to fill Board vacancies as and when they arise, as well as put in place plans for succession, in particular for the Chairperson and Chief Executive Officer;
  • Ascertaining whether potential new Directors are fit and proper and are not disqualified from being Directors (prior to their appointment);
  • Making recommendations to the Board for the continuation (or not) in services of any Director who has reached the age of 70;
  • The Committee will liaise with the Board in relation to the preparation of the Committee’s report to shareholders, as required;
  • Reviewing and advising on the remuneration policy generally of the Bank;
  • Reviewing the annual corporate social responsibility policies and related budgets; and Ensuring that the Board members receive thorough orientation on Board governance and key strategic issues facing the financial institution.
Download Report 2021
Sustainability Report