The Board is committed to the developing, implementing and
monitoring initiatives that aim to meet the requirements
and recommendations of King Report on Corporate Governance for South Africa – 2002.
The Board is cognisant of the fact that it is the focal
point of the corporate governance system and that it is
ultimately accountable and responsible for the performance and affairs of the Group. The Board is responsible for setting the governance
policy and practices for the Group and meets once a
quarter in order to assess the performance of the Group.
The Board is supported by a
Company Secretary who is responsible for the flow of information to the Board and its committees and for ensuring compliance
with Board procedures. The Company Secretary is further
responsible for guiding the Board collectively, the directors individually and the board committees as to their duties
and responsibilities and to make them aware of all
legislation and regulations relevant to the Group.
Board Committees
The Board has delegated certain of
its functions to board committees but recognises that it retains ultimate responsibility for the effective
performance of the functions so delegated.
The aim of the board committees is to assist the Board in
the execution of its duties by making recommendations on
a variety of issues within a framework of defined terms of reference that have been agreed with the Board.
Executive Committee
Meets weekly, chaired by the Joint
Managing Directors on an alternate basis and comprises the executive directors,
Head: Group Compliance, Head: Africa Operations and the Company Secretary.
Non-executive directors have a permanent invitation to attend any of the EXCO
meetings. This committee is responsible for the day-to-day management of the
operations of the Group and ensures that the decisions of the Board are properly
implemented. Executive Committee Members
Bruce
Schenk
Joint
Chairman
Neil
Grobbelaar
Joint
Chairman
Brian
Weiss
Mtheza
Buya
Roy
Kurz
Mike
Jones
The Executive Committee is supported by two
sub-committees namely a Credit Committee and an Asset
and Liability Committee (ALCO).
Credit Committee
This sub-committee meets on a monthly basis, chaired by one
of the Joint Managing Directors and comprises executive
directors and members of senior management. The main responsibilities of this sub-committee are:
Approval of all credit risk assessment methodologies, including credit scoring
models
and credit vetting criteria and processes;
Comparing the actual performance of credit granted versus the expected
performance;
Establishing and implementing pricing structures for new products;
Reviewing and monitoring established pricing guidelines;
Regularly reviewing portfolio stress testing;
Establishing and monitoring the adequacy of credit policies including the
provisioning policy.
Credit Committee Members
Bruce
Schenk
Chairman
Neil
Grobbelaar
Brian
Weiss
Dylan
Rustenburg
Greg
Barbour
Pieter
Maritz
Karen
Maritz
ALCO
This sub-committee meets monthly, chaired by the Financial Director and
comprises executive directors and members of senior management. The main
responsibilities of this sub-committee are:
To set and review the Group’s funding and liquidity policy;
Review the funding strategies for operations in all regions, taking the local
market conditions into account;
Preparing and maintaining a liquidity maturity analysis for assets and
liabilities of the Group;
Maintain liquidity contingency plans;
Manage the interest rate risk of the Group;
Manage the Group’s funding covenants.
ALCO Committee Members
Bruce
Schenk
Neil
Grobbelaar
Audit Committee
This committee meets not less than semi-annually, is chaired by a non-executive
director and comprises of three executive directors and two non-executive
directors. The committee’s responsibilities include:
Reviewing and making recommendations to the Board for approval of the annual
financial statements of the Group;
Reviewing of the performance and remuneration of the external auditors;
Reviewing internal audit plans, reports, capacity and capability;
Ensuring that adequate internal controls are in place and adhered to by
management (through consultation with internal and external auditors);
Monitoring the ethical conduct of the Group, its senior management and its
employees.
Audit Committee Members
Arthur
Arnold
Chairman
Ron den
Besten
Bruce
Schenk
Neil
Grobbelaar
Risk Management Committee
This committee meets semi-annually, chaired by one of the Joint Managing
Directors of the Group and comprises executive directors, the Head: Group
Compliance and the Head of Internal Audit. The committee is responsible for
reviewing the adequacy and overall effectiveness of the Group’s risk management
function and its implementation by management.
Risk Committee
Members
Bruce
Schenk
Chairman
Ron den
Besten
Neil
Grobbelaar
Ernie
Smith
Roy
Kurz
Remuneration Committee
This committee meets semi-annually, chaired by a non-executive
director of the Group and comprises of two executive directors
and a non-executive director. The committee determines and develops the Group’s
general policy on executive and senior management remuneration and determines
any criteria necessary to measure the performance of executive directors in
discharging their functions and responsibilities.
Remuneration
Committee Members
Ron den
Besten
Chairman
Bruce
Schenk
Neil
Grobbelaar
Nomination Committee
This committee meets as and when required, is chaired by a non-executive
director of the Group and comprises executive directors and a non-executive
director. The main function of this committee is to make recommendations to the
Board on all new Board appointments.
