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Corporate Governance

Board Committees

AfrAsia’s Board Committees enable the Board to discharge its powers and duties so as to manage, direct and supervise the business and affairs of the Bank.

'The Bank has four Board Committees for extensive, in-depth analysis and review of various issues. A report is prepared by each Board Committee and presented to the Board after every meeting.

The Bank has four Board committees:

  • A Corporate Governance Committee
  • A Credit Committee
  • A Risk Management / Conduct Review Committee
  • An Audit 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 of the Code of Corporate Governance Guidelines 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
Lim Sit Chen (Maurice) Lam Pak Ng (Chairman; appointed 19 June 2013)
Sanjiv Bhasin
Yves Jacquot
Nicolas Weiss


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

  • Reviewing recommendations from Management Credit Committee (MCC), in order to grant credit facilities when exceeding delegated limits to the MCC
  • Monitoring of large credits, impaired credits and the overall level of provisioning
  • Reviewing restructured facilities, which are to be approved by the sanctioning authority (one level higher) than the initial power

Members:
Lim Sit Chen (Maurice) Lam Pak Ng (Chairman; appointed 7 June 2017)
Henri Calvet
Yves Jacquot


Risk Management / Conduct Review Committee


The Risk Management / Conduct Review 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
Henri Calvet (Chairman, appointed 23 March 2015)
Sanjiv Bhasin
Yves Jacquot
Lim Sit Chen (Maurice) Lam Pak Ng
Arvind Sethi



Audit Committee


The Committee consisted of three independent Directors for a major part of the financial year, until Catherine McIIraith resigned after the Board meeting of February 2017 given she had reached 6 years’ term of office.

During the year under review, the Committee met at least once every quarter in line with its approved Terms of Reference and consistent with good governance practices.

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:
Arvind Sethi (Chairperson, appointed 27 July 2016)
Henri Calvet


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