Corporate governance

Purpose

• Monitors and reviews the adequacy and effectiveness of accounting policies, financial and other internal control systems and financial reporting processes
• Provides 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
• Reviews the independence and effectiveness of the group’s external auditors, internal audit and compliance functions
• Assesses 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. Subsidiary assurance oversight
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

Purpose

• Provides independent and objective oversight of risk and capital management across the group
• Oversees the governance of risk and capital management by directing the way risk and capital management should be approached and addressed in the group
• Reviews and assesses the adequacy and effectiveness of risk and capital management governance frameworks
• Ensures that risk and capital management standards and policies are well documented and support the group strategy by being appropriate and effective in operation
• Evaluates and agrees on the nature and extent of opportunities and associated risks to the organisation in pursuit of its strategic objectives; and
• Supports a climate of discipline and control

Key activities

1. Financial and non-financial risk management
2. Capital and liquidity risk management
3. Internal capital adequacy assessment process (ICAAP)
4. Regulatory matters
5. Governance

Purpose

• Oversees the strategic direction and transformation of the group’s information security, technology, data and analytics capabilities
• Ensures that prudent and reasonable steps are taken to govern technology and information in line with King IV

Key activities

1. Technology strategy
2. Technology cost and investment
3. Technology risk
4. Information security and cybersecurity
5. Governance and assurance

Purpose

• Oversees the development of appropriate policies and frameworks to govern the group’s social and ethical focus areas
• Acts as the group’s social conscience, recognising that stakeholder perceptions affect the group’s reputation
• Guides and monitors the group’s social, ethical, economic, environmental, transformation and consumer relationship initiatives in line with relevant legislation, codes and regulation
• Governs and oversees group activities relating to fair treatment of customers, conduct, ethical standards and stakeholder engagement
• Ensures material stakeholder issues receive attention from board and management

Key activities

1. Stakeholder engagement
2. Transformation
3. Employee engagement
4. Ethics and conduct
5. Environmental, social and governance (ESG)

Purpose

• Assists the board in discharging its responsibilities to ensure fair and responsible remuneration by the group
• Develops 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

Purpose

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

Key activities

1. Model risk oversight
2. Model approvals
3. Model governance

Purpose

The group large exposure credit committee was established for the approval of large exposures in accordance with regulatory requirements. In this regard, the committee:

• Oversees compliance with relevant regulatory requirements in respect of large exposures to the extent and on the basis set out in its mandate
• Reviews and approves any investments with 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