Committees

Executive Committee

The Executive Committee (EXCO) assists the CEO in managing the Group and implementing strategy, policies and procedures, subject to the Board's limitations on delegation to the CEO.

The CEO's authority in managing the Group is unrestricted. EXCO assists the CEO in managing the Group and setting the overall direction of the business of the Group, and acts as a medium for communication and coordination between business units and Group companies, and the Board. EXCO meetings are conducted monthly.

EXCO also considers non-remuneration aspects of human resources management such as succession planning and skills development.

Director:

MemberM Francis Dzanya
MemberM Beki Moyo
MemberMC Douglas Munatsi

Risk and Audit Committee

The Risk and Audit Committee is chaired by Mr. N. Kudenga who is a non-executive director with non-executive directors Mr H Wasmus and Mr T Mothibatsela as members. The committee adopted the terms of references for both the Risk Committee and Audit Committee as detailed in King II. In particular, it assists the Board in the discharge of its duties relating to financial reporting to all stakeholders, compliance, risk management and the effectiveness of accounting and management information systems.

Meetings are held regularly throughout the year and are attended by external and internal auditors, as well as senior executive managers. The committee met four times in 2009. Issues addressed included reviewing accounting policies, implementing Basel II, disposing of certain Group assets, capital raising initiatives, the internal audit ratings policy, IT connectivity issues, business continuity planning, financial reporting, operational risks, capital adequacy and compliance, among others.

The committee considered whether the company and the Group are going concerns, recommending that the Board endorse a statement to this effect and that the financial statements prepared on this basis are approved.

Director:

MemberMC Ngoni Kudenga
MemberM Hans Wasmus

Loans Review Committee

The Loans Review Committee comprises three non-executive directors and is chaired by Mr. H. Wasmus with Mrs D Khama as a member. In accordance with its terms of reference, the committee's principal function is to review and report to the Board on the Group's loan portfolio at least quarterly. The committee places specific emphasis on ensuring conformity of the loan portfolio and lending function to a sound documented lending policy. It also periodically reviews the maximum loan authority limits for each Group lending authority as well as write-offs within the Group. The committee is further tasked with the quarterly review of the adequacy of provisions made with respect to loans and makes recommendations to the Board in this regard.

The committee met four times in 2009 and issues addressed included the review of Group and country credit policies and guidelines to ensure that these meet best international banking practice, as well as the delinquent loan recovery strategy and adequacy of Group provisions.

Director:

MemberM Hans Wasmus

Remuneration Committee

The Remuneration Committee is chaired by Mr. O. M. Chidawu, a non-executive director and Chairman of the Board and is assisted by Mr. H Buttery and Mr. N Kudenga. The CEO attends committee meetings by invitation, but does not participate in any discussions on his own remuneration. The committee is responsible for the senior executive remuneration policy. It fixes the remuneration packages of individual directors within agreed terms of reference, to avoid potential conflicts of interest.

The Remuneration Committee is also responsible for setting the remuneration policy of the Group. It aims to ensure that the financial rewards offered by the Group to employees are sufficient to attract people of the calibre required for effective running of the Group and to produce the required returns to its shareholders. The committee reviews the profit sharing scheme annually, which is based on achieving a specified return on equity for the period. The committee met four times during the year under review.

Director:

MemberM Howard Buttery
MemberM Ngoni Kudenga

Nominations Committee

The Nominations Committee comprises three non-executive directors and is responsible for making recommendations to the Board on all new board appointments. Members of the nominations committee are agreed as and when the necessity arises for the committee to meet. A formal process is in place in terms of which the skills needed are identified and those individuals who might best assist the Board in their endeavours are recruited.

MemberMember  ChairmanChairperson