Corporate Governance

The Bank has eight Board committees:

• Corporate Governance Committee
• Credit Committee
• Risk Committee
• Audit Committee
• Technology, Digitalisation & Platforms Committee
• Remuneration Committee
• Strategy Committee
• Conduct Review Committee

Corporate Governance Committee

The core objectives of the Corporate Governance Committee are as follows:

• To deal with all corporate governance issues and make recommendations to the Board accordingly
• To determine, agree and develop the Bank’s general policy on corporate governance in accordance with the recommendations Guideline on Corporate Governance issued by the Bank of Mauritius and ensures compliance with same
• To ensure that disclosures are made in the annual financial statements in compliance with the disclosure provisions in accordance with the best international practice
• To ensure effective communication between stakeholders
• To act as the Nomination and Remuneration Committees by selecting potential candidates for recommendation to the Board and approving the nomination and remuneration of the Directors and Senior Management
• To review and advise on the general remuneration policy of the Bank
• To oversee compensation, human resources and corporate social responsibility issues and related budgets
• To oversee information governance and makes recommendations to the Board
• To determine any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities
• To ensure, at the very least, an annual review of the current Directors’ performance and attendance at Board and Committee meetings
• To request an annual headcount and budget plan, but leave management to execute and report thereon at regular intervals

Members

Mr Aslam KANOWAH (Chairperson)
Mr Jan Fredrik Louis Gaëtan BOULLÉ
Mrs Marie Doriane Jessica DENISE-RAMA
Mr Christian ST-ARNAUD
Mr Olivier Emmanuel JAUFFRET

Credit Committee

The Credit Committee performs several fundamental functions which include:

• Review Credit Risk Policy and Lending guidelines at least once a year and submit same to Board for approval.

• Oversee the credit risk management of the Bank, including reviewing the loan portfolio and monitoring of large credit exposures.

• Approve credit applications in accordance with the Bank’s Credit Risk Policy when exceeding limits delegated to Management Credit Committee.

• Review and approve any deviations from the Bank’s Credit Risk Policy.

• Ensure that management establishes adequate credit assessment processes and effective controls to identify any deterioration in the loan portfolio.

• Approve any delegation of credit approval authority to Head of Credit Risk and Management Credit Committee.

• Approve any delegation of country limit to Head of Risk and Management Credit Committee

• As and when required, Board Credit Committee may provide its views and comments to Board Risk Committee on specific credit matters.

Members

Mr Aslam KANOWAH (Chairperson)
Mr Francois Laurent DE LA HOGUE
Mr Christian ST-ARNAUD

Risk Committee
The Risk Committee performs several fundamental functions which include:

• Reviewing principal risks, and have a global view on all risks which the Bank may face. These include (and are not limited to) credit, market, liquidity, operational, legal, compliance and reputational risks. The Committee also acts to mitigate these risks
• Ensuring that the Bank maintains a satisfactory liquidity and solvency ratio at all times
• Formulating and making recommendations to the Board in respect of risk management issues, including limits setting and risk appetite
• Having the mandate to require that the management establish policies and procedures which comply with the requirements of the Guidelines on Related Party Transactions
• Reviewing the policies and procedures periodically to ensure their continuing adequacy and enforcement
• Reviewing and approving credit exposures to related parties
• Ensuring market terms and conditions are applied to all related party transactions
• Reviewing the practices of the financial institution to ensure that any transactions with related parties that may have a material effect on the stability and solvency of the Bank are identified and dealt with in a timely manner
• Reporting periodically and in any case not less frequently than on a quarterly basis to the Board of Directors on matters reviewed by it, including exception on policies, processes and limits
  
  

Members

Mr Alastair James BRYCE (Chairperson)
Mr Fiorangelo SALVATORELLI
Mr Christian ST-ARNAUD
Mr Thierry Paul Robert Rene VALLET

Audit Committee

The main responsibilities of this Committee include, inter alia, regular reviews and monitoring of the following:

• Ensure that there is an open avenue of communication between the Head of Internal Audit, the External Auditors and the Board of Directors
• Review annually and, if necessary propose for formal Board adoption, amendments to the Committee's Terms of Reference
• Review and approve the audit plans (external and internal) to ensure that these are risk-based and address all activities over a measurable cycle, and ensure that the work of external and internal auditors is coordinated
• Report to the Directors on the conduct of its responsibilities, with particular reference to the appointment, powers and duties of auditors, as per section 39 of the Banking Act 2004. In addition, the Committee should also approve the engagement letter setting out the scope and terms of external audit
• Review the quarterly unaudited results and the audited financial statements of the Bank before they are approved by the Board of Directors
• Require senior management of the Bank to implement and maintain appropriate accounting, internal control and financial disclosure procedures and review, evaluate and approve such procedures
• Review such transactions as could adversely affect the sound financial condition of the Bank as the auditors or any officers of the Bank may bring to the attention of the Committee or as may otherwise come to its attention
• Perform such additional duties as may be assigned to it by the Board of Directors
• Ensure that the Bank complies with legal and regulatory requirements
• Ensure that there is appropriate structure in place for identifying, monitoring, and managing compliance risk as well as a reporting system to advise the Committee and the Board of instances of non-compliance on a timely basis
• Ensure that management is taking appropriate corrective action in response to deficiencies identified by the auditors (internal and external), including internal control weaknesses and instances of non-compliance with laws

Furthermore, the Committee reviews the annual audited financial statements before these are approved by the Board.

In carrying out its responsibilities, the Committee meets regularly with senior management of the Bank and regular reports are received from both internal and external auditors. The Committee has satisfied its responsibilities for the year in compliance with its approved Terms of Reference.

Members

Mrs Joan Jill WAN BOK NALE (Chairperson)
Mr Fiorangelo SALVATORELLI
Mrs Marie Doriane Jessica DENISE-RAMA

Technology, Digitalisation and Platforms Committee

The main responsibilities of this Committee will be to review and recommend on the following, subject to Board’s ratification:

• Any strategies and framework related to Information Technology, Digitalisation & Platforms, including e-banking products and services;
• Any technology strategy, policies, implementation of IT and digitalisation initiatives/projects undertaken that are aligned with the business strategy
• Any proposals, policies, standards, procedures and framework related to IT Security blue print in line with the security strategies of the Bank.

Members

Mr Fiorangelo SALVATORELLI (Chairperson)
Mrs Marie Jennifer JEAN-LOUIS
Mr Thierry Paul Robert Rene VALLET

Remuneration Committee

The main duties of the Remuneration Committees include:

• Recommend the remuneration policy for all executive directors, directors  and the Chairperson of the Board, including pension rights and any compensation payments to be approved by the Board as per laws and regulations.
• Recommend and monitor the level and structure of remuneration for senior management
• Review the on-going appropriateness and relevance of the remuneration policy
• Within the terms of the agreed policy and in consultation with the CEO, as appropriate, recommend to the Board of Directors the total individual compensation package of each executive director, the Board Chairperson and other designated senior executives including bonuses, incentive payments and share options or other share awards
• Oversee any major changes in employee benefits structures throughout the Bank

Members

Mrs Marie Doriane Jessica DENISE-RAMA (Chairperson)
Mr Aslam KANOWAH
Mr Boris FAUCHER
Mr Jan Fredrik Louis Gaëtan BOULLÉ

Strategy Committee

The Committee shall, inter alia, have the following functions:

• Review, consider, investigate, analyse, evaluate, monitor and exercise general oversight of activities of the Bank periodically and make recommendations to the Board regarding:

1. 1. the Bank’s strategic plan and overall strategy, and
   2. any strategic initiatives identified by the Board or management from time to time, including the launching of new products, entry into new lines of business and exit from existing products and/or lines of business

• Assist the Board in assessing major financial and investment plans and other material issues that affect the strategic plan and/or development of the Bank
• Assist management in the development of the Bank’s strategy, including reviewing and discussing with management the strategic direction and initiatives of the Bank and the risks associated with the Bank’s strategy
• Assist management in the process for development, or modification of the Bank’s strategic plan
• Give advice on negotiation strategy and help in the documentation of any requisite agreements and other documentation relating to a Strategic Transaction
• Assist management with identifying key issues, options and external developments impacting the Bank’s strategy
• Review the annual business plan, budget and capital structure of the Bank before onward submission to the Board for approval

Members

Mr Alastair James BRYCE (Chairperson)
Mr Francois Laurent DE LA HOGUE
Mr Boris FAUCHER
Mr Olivier Emmanuel JAUFFRET
Mrs Marie Jennifer JEAN-LOUIS
Mr Thierry Paul Robert Rene VALLET

Conduct Review Committee

The main duties of the Conduct Review Committees include:

• Ensure approval authorities are in place for related party transactions;
• Review and approve each credit exposure to related parties;
• Ensure that market terms and conditions are applied to all related party transactions;
• Review the practices of the Bank to ensure that any transaction with related parties that may have a material effect on the stability and solvency of the Bank is identified and dealt with in a timely manner;
• To escalate the following to Board:
  - Credit facilities to staff which are not in line with the terms and conditions as approved by the Board;
  - All exposures approved by the Conduct Review Committee must be duly noted by the Board on a quarterly basis;
  - To submit quarterly reports on the performance of credit exposures and any other transactions approved by the Conduct Review Committee.

• Report periodically and in any case not less frequently than on a quarterly basis to the Board of directors on matters reviewed by it, including exceptions to policies, processes and limits.

Members

Mr Boris FAUCHER (Chairperson)
Mr Olivier Emmanuel JAUFFRET
Mrs Marie Jennifer JEAN-LOUIS