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Corporate Governance

AfrAsia Bank Limited (‘AfrAsia’) is a public company incorporated on the 12th January 2007 and is regulated by the Bank of Mauritius.



Board of Directors (the ‘Board’)

 

The Board of Directors of AfrAsia Bank Limited is responsible for the overall stewardship of the Bank and thus plays a key role in ensuring that the appropriate level of corporate governance is maintained. 

Some of the key functions of our Board of Directors include:

  • the determination of the Bank’s purpose, strategy and values;
  • providing guidance, maintaining effective control over the Bank and monitoring management in carrying out board plans and strategies;
  • monitoring and evaluating the implementation of the Bank’s strategies, policies and management performance criteria and business plans;
  • approving the Bank’s risk management policies including the setting of limits by assessing its risk appetite, skills available for managing risk and its risk bearing capacity;
  • monitoring the Bank’s financial health and performance against budgets set, including ensuring that the balance between “conformance” and “performance” is healthy. Conformance is linked to the Bank’s compliance with various laws, regulations and codes governing it while performance relates to the development of a commensurate enterprise culture that will ensure maximisation of shareholders’ returns is not detrimental to other stakeholders’ interests; and
  • reviewing and approving senior management’s compensation package. 

 

Board Committees

 

AfrAsia Bank Limited’s Board Committees are used to enable the Board to discharge its powers and duties necessary for managing, directing and supervising the management of the business and affairs of the Bank. The Bank has four Board committees for more in-depth analysis and review of various issues as may be appropriate. A report is then prepared by each Board committee and presented to the Board after each meeting.

 

Credit Committee

Risk Management/ Conduct Review Committee

Audit Committee

Corporate Governance Committee

Catherine McIlraith (Chairman)

Henri Calvet (Chairman)

Arvind Sethi (Chairman)

Lim Sit Chen Lam Pak Ng (Chairman)

Henri Calvet

Yves Jacquot

Catherine McIlraith

Yves Jacquot

Lim Sit Chen Lam Pak Ng

Lim Sit Chen Lam Pak Ng

Henri Calvet

Nicolas Weiss

Yves Jacquot

 

Sanjiv Bhasin

 

Sanjiv Bhasin 

 

Audit Committee

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

  • effectiveness of the Bank’s internal control framework for identifying, monitoring, and managing risks at large;
  • bank’s procedures for ensuring compliance with laws and regulatory requirements;
  • effectiveness of the Internal Audit Function;
  • independence of the external auditors and the assessment of their performance; and
  • 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.
  • 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. 

 

Corporate Governance Committee

 

This committee:

  • deals with all Corporate Governance issues and makes recommendations to the Board accordingly;
  • determines, agrees and develops the Bank’s general policy on corporate governance in accordance with the recommendations of the Code of Corporate Governance Guidelines issued by the Bank of Mauritius and ensures compliance with same;
  • ensures that disclosures are made in the annual financial statements in compliance with the disclosure provisions in accordance with the best international practice;
  • ensures effective communication between stakeholders;
  • acts as the Nomination and Remuneration Committees and approves the nomination and remuneration of the Directors and Senior Management of the Bank;
  • reviews and advises on the general remuneration policy of the Bank;
  • oversees compensation, human resources and corporate social responsibility issues and related budgets.
  • determines any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities;
  • ensures a review, at least annually, of the current Directors’ performance and attendance at board and committee meetings; and
  • requests an annual headcount and budget plan but leaves management to execute and report thereon at regular intervals. 

 

Credit Committee

 

The Board Credit Committee performs several fundamental functions for the Bank which include:

  • approving all credit proposals and counterparty limits which is above the Management Credit Committee delegation;
  • approving the delegation of credit limits to management and approving any transactions exceeding those delegated authorities; and
  • reviewing and recommending for Board approval the Bank’s credit risk strategy at least annually. 

 

Risk Management/Conduct Review Committee 

 

This committee:

  • reviews the Bank’s transactions with related parties in line with the Risk Management/Conduct Review Policy, ensuring that the latter is in compliance with all reporting and/or approval procedures of the Bank of Mauritius;
  • ensures that transactions which could materially affect the financial stability of the Bank are identified at source; and
  • reviews and approves all related party transactions with any shareholder when said dealings are above 2% of Tier 1 Capital.