Corporate Governance

Our robust corporate governance framework is designed to ensure the efficient use of resources, the achievement of corporate targets and effective supervision and oversight of Management’s operations within the IBL Group.

Introduction

The IBL Group is dedicated to the highest standards of sound and effective corporate governance, business integrity, accurate and transparent reporting and ethical conduct for the benefit of our stakeholders and customers. This is achieved through a robust corporate governance framework designed to ensure the efficient use of resources, the achievement of corporate targets and effective supervision and oversight of Management’s operations within the IBL Group. Key to the achievement of these objectives is the Board of Directors and the Board sub committees who, along with executive Management, are collectively charged with the development and implementation of the strategic direction of the IBL Group.

Board of Directors

The Board of Directors is comprised of skilled, competent, experienced and committed professionals who provide creative leadership and oversight. The Board’s mandate is to exercise its collective business judgment in the best interests of the IBL Group with a view to ultimately achieving the strategic business goals and objectives and increasing shareholder value. The primary objectives of the Board are to review and approve the corporate strategies of the Group; monitor Management’s progress toward meeting the agreed business plans and budgetary objectives and reviewing the internal policies and procedures to ensure statutory and regulatory compliance and adherence to accepted best practices.

Some of the Board’s responsibilities include:

Establishing strategic objectives and a set of core corporate values for the Group and ensuring that the Group is pursuing a sound strategic direction in accordance with these approved objectives.
Approving on an annual basis the corporate goals and objectives of the Group and evaluating on an ongoing basis the implementation of these strategies, business plans, policies and performance measurements.
Ensuring that processes are in place intended to address and comply with applicable legal, regulatory and procedural compliance.
Identifying and assessing the key risk areas of the business and ensuring that a reliable framework of risk control and mitigation together with appropriate systems are in place to manage these risks.
Overseeing the integrity and effectiveness of internal controls and systems.
Approving important capital investments of the Group, including new products and services.

The Board treats with the execution of its duties with due diligence, business integrity and competence with a view to maintaining the financial sustainability and encouraging continued growth and development of the IBL Group. To assist in the execution of its duties and in order to meet the legal and regulatory requirements of the Group, the Board has effectively delegated specific duties to specialized Board oversight committees which provide guidance to operations within the IBL Group.

Audit Committee

One of the key Board Committees is the Audit Committee which assists the Board in fulfilling its stewardship responsibility with oversight of the accounting and financial reporting processes. This Committee oversees the preparation of and reviews the Group’s annual financial statements, ensuring that they are of the highest quality and integrity.

Other duties are outlined hereunder:

Review critical accounting policies and practices, any material changes, material accounting treatments and the impact thereof.
Review and discuss with management and the internal and external auditors, the financial statements including disclosures and determine whether they are complete, consistent and accurate, and assess whether the financial statements reflect appropriate accounting principles.
Ensure effective and adequate internal controls, policies and procedure pertaining to accounting, financial reporting, disclosure and compliance.
Review the audit scope and plan of the external Auditors and the plan of the internal audit function; review audit findings and obtain reports thereon together significant recommendations and Management’s responses thereto.
Oversight of systems for monitoring compliance with legal and regulatory requirements as well as compliance with board approved policies and limits and the results of Management’s investigations of any instances of non-compliance.

Risk Committee

This Committee oversees the overall risk profile of the Group and monitors and evaluates the three main areas of risk affecting the Group namely credit risk, market risk and operational risk and compliance. This Committee will review the guidelines and policies govering the risk assessment and management as they pertain to the operations of the Group and outline the parameters of the Group’s Risk Management strategy.

Other duties are outlined hereunder:

Examine and monitor the credit risk concentrations, with a view to affixing appropriate risk ratings and ensuring group risk managment and compliance within limits set by the Board and industry wide acceptable standards.
Identify and maintain standards for the presentation of credit proposals, financial covenants, rating standards and benchmarks in keeping with the Group’s credit risk policy.
Review of the risks arising from market changes together with the outline of the framework for the management of market risk, liquidity risk and balance sheet risk.
Recognise and review the management of operational risk and monitoring of the operational risk management and controls within approved policies and guidelines.
Ensure the adequacy and effectiveness of the programme of compliance and ensure that the operational risk programme is subject to an effective and comprehensive review.

Credit and Investment Committee

The Credit and Investment Committee is primarily responsible for the review and approval of all credits over the approved thresholds delegated to Management. The Committee monitors certain key areas of the business operations of the Group namely credit administration and credit risk, loan loss provisioning and lending limits.

Other duties are outlined hereunder:

Monitoring the quality of the loans & advances portfolio with a view to managing the Group’s exposure to credit risk.
Approve and monitor country, industry and sectoral limits for credit and establish appropriate lending limits.
Oversight of the investments of the Group and the development and implementation of sound investment policies and procedures in keeping with statutory and other requirements and guidelines.
Review of the Group’s credit portfolio and respond accordingly to changing market conditions.

Nomination and Renumeration Committee

The Nomination Committee is responsible for identifying and nominating candidates, for approval by the Board, to fill vacancies on the Board of Directors and Board Committees of the IBL Group; the approval of the Group’s succession plan and the review and recommendation of governance policies for the Group. This Committee also makes recommendations to the Board on the compensation structure, benefits and other terms and conditions for senior executives in accordance with strategic human resource initiatives.

Other duties are outlined hereunder:

Monitor developments and make recommendations in the areas of corporate governance and board practices and the duties of Directors.
Review and make recommendations where necessary on the organizational structure of the Group.
Recommendations to the Board of terms and conditions of service contracts for senior executives and reward senior executives based on identified and agreed key performance indicators.

The IBL Group has confidence in its internal controls and systems, risk management framework and strong Governance structure. We strive to maintain the highest industry standards for the operation and conduct of the business of the Group with a view to maximizing shareholder value, market confidence and customer loyalty.