Corportate Governance

The Board reviews and approves its composition and charter in order to set the risk management framework of the Group at least annually. To assist the Board in executing its functions, it reviews and approves the composition and charters of the following Board sub-committees:

Board Committees

Audit, Risk and Compliance Committee

The Audit, Risk and Compliance Committee assists the Board in monitoring a) the financial reports and other financial information provided by the Group to any governmental body or the public; b) the Group’s systems of internal controls and risk management systems regarding finance, accounting, legal, compliance and ethics that management and the Board have established; and c) the Group’s auditing, accounting and financial reporting processes generally. Consistent with the function, the Committee should encourage continuous improvement of, and should foster adherence to, the Group’s policies, standards, procedures and practices at all levels. The terms of reference include reviewing capital adequacy, liquidity, credit risk, market risk, operational risk and approvals under the Board’s delegated authority.

Board Executive Committee

The Board Executive Committee assists the Board in dealing with the day-to-day activities of the Group’s business. It develops and implements business plans, policies, procedures and budgets that have been recommended and approved by the Board and monitors the operating and financial performance of the Group. The BEC prioritizes and allocates investment and resources and manages the risk profile of the Group. The Board Executive Committee supports the Board in discharging its responsibilities relative to investment strategy and guidelines, evaluation and decisions, and monitoring investment performance. It makes make available to the Board such information, reports and other documents to enable the Board to carry out its duties.

Nomination, Remuneration and Governance Committee

The Nomination, Remuneration and Governance Committee reviews the composition of the Board, taking into account the skills, knowledge and experience of Directors and considers and makes recommendations to the Board on potential candidates for appointment as Directors. The committee also makes recommendations to the Board concerning the re-appointment of any Non-Executive Director by the Board at the conclusion of his or her specified term; the re-election of any Director by the shareholders under the retirement provisions of the Articles of Association; any matters relating to the continuation in office of a Director; and the appointment of any Director to executive or other office.

The Nomination and Remuneration Committee evaluates the performance of the Board and its committees and makes appropriate recommendations to the Board. This is conducted through a self-assessment process that requires each Director to assess and rate the performance of the Board and its committees. The results of the exercise are considered by the Board and appropriate steps agreed and implemented to remedy any areas of deficiency or concern.

The Nomination and Remuneration Committee reviews the remuneration policy for senior management, to ensure that members of the executive are provided with appropriate incentives to encourage them to enhance the performance of the Group and that they are rewarded for their individual contribution to the success of the organisation. It is also made aware of, and advises on, major changes to employee benefits schemes.

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