Standard Bank Group
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Corporate governance
Overview1

Corporate governance

We see corporate governance as an enabler that promotes strategic decision-making to create sustainable value. This approach creates a competitive advantage through enhanced accountability, effective risk management, clear performance management, greater transparency and effective leadership.

Our board committees
Group Directors’ Affairs Committee

Group Directors’ Affairs Committee                                                                                      ↓

Purpose

  • Determine the appropriate group corporate governance structures and practices
  • Establish and maintain the board continuity programme
  • Ensure compliance with all applicable laws, regulations and codes of conduct and practices
  • Assess and ensure the effectiveness of the board and its committees

 

Key activities

  1. Corporate governance
  2. Succession planning
  3. Board performance review
  4. Standard Bank Group subsidiary governance framework
 
Group audit committee

Purpose

  • Monitor and review the adequacy and effectiveness of accounting policies, financial and other internal control systems and financial reporting processes
  • Provide independent oversight of the group’s assurance functions, with focus on combined assurance arrangements, including external audit, internal audit, compliance, risk and internal financial control functions
  • Review the independence and effectiveness of the group’s external auditors, internal audit and compliance functions
  • Assess the group’s compliance with applicable legal, regulatory and accounting standards and policies in the preparation of fairly presented financial statements and external reports, thus providing independent oversight of the integrity thereof

 

Key activities

  1. Oversight of the impact of COVID-19 on the group’s internal control environment and financial results
  2. Internal audit
  3. Compliance
  4. Tax
  5. Financial accounting and external reporting
  6. Financial control
  7. Non-audit services
  8. Interim and annual financial statements
  9. External reporting
  10. External audit
Group risk and capital management committee

Purpose

  • Provide independent and objective oversight of risk and capital management across the group
  • Oversee the governance of risk and capital management by directing the way risk and capital management should be approached and addressed in the group
  • Review and assess the adequacy and effectiveness of risk and capital management governance frameworks
  • Ensure that risk and capital management standards and policies are well documented and support the group strategy by being appropriate and effective in operation
  • Evaluate and agree on the nature and extent of opportunities and associated risks to the organisation in pursuit of its strategic objectives
  • Support a culture of discipline and control

 

Key activities

  1. Oversight of the impact of COVID-19 on the group’s risk profile
  2. Financial and non-financial risk management
  3. Capital and liquidity risk management
  4. Internal capital adequacy assessment process (ICAAP)
  5. Regulatory matters
  6. Governance
Group engineering committee

Purpose

  • Oversee the strategic direction and transformation of the group’s engineering capability, with particular focus on information security, technology and operations, data and analytics, and engineering capability partnerships
  • Ensure that prudent and reasonable steps are taken to govern technology and information in line with King IV and the board briefing on IT governance, as published by the IT Governance Institute

 

Key activities

  1. Engineering strategy
  2. Technology strategy
  3. Technology cost and investment
  4. Cyber, technology and information security
  5. Data and analytics
  6. Governance, risk and assurance
Group social and ethics committee

Purpose

  • Ensure the development of appropriate policies and act as the group’s social conscience, recognising that stakeholder perceptions affect the group’s reputation
  • Oversee the group’s SEE strategic initiatives
  • Govern and oversee group activities relating to conduct, ethical standards and stakeholder engagement
  • Ensure material stakeholder issues receive attention from board and management

 

Key activities

  1. Stakeholder engagement
  2. Transformation
  3. Employee engagement
  4. Ethics
  5. Reporting
  6. Environmental sustainability
Group remuneration committee

Purpose

  • Assist the board in discharging its responsibilities to ensure fair and responsible remuneration by the group
  • Develop a remuneration philosophy and policy statement for disclosure to enable a reasonable assessment by stakeholders of reward practices and governance processes

 

Key activities

  1. Remuneration
  2. Incentive schemes, share-based payments and other benefits
  3. Subsidiary remuneration committees
  4. Governance
Group model approval committee

Purpose

  • Assist the board in discharging its obligations for model risk as it pertains to the advanced internal rating-based approach for the measurement of the group’s exposure to credit risk as envisaged in the regulations of the Banks Act
  • Perform functions set out in regulations, including inspecting risk evaluation models for approval by the committee when necessary
  • Review model risk governance processes and monitor the group’s model universe and model risk appetite

 

Key activities

  1. Model approvals
  2. Model risk oversight
  3. Model governance
Group large exposure credit committee

Purpose

  • Approve large exposures in accordance with regulatory requirements
  • Oversee compliance with relevant regulatory requirements in respect of large exposures to the extent and on the basis set out in its mandate
  • Review and approve any investments or loans, advances or other credit to any person where the aggregate amount exceeds 10% of the group’s capital and reserves, as prescribed

 

Key activities

  1. Review and approval of large exposures
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Our leadership

The skills and experience of our leadership at council and board level underpin our ability to deliver on our commitment to driving Africa’s sustainable growth.

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Our purpose and values

We are a client-led and digitally enabled financial solution provider aiming to deliver sustainable growth for individuals, businesses and communities throughout Africa.