Corporate Governance Statement
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Corporate Governance Statement

Corporate Governance Statement

The Board is committed  to achieving the highest standards of corporate governance and ethics and expects similar standards from all employees. The Board sets the strategic direction for the Group and meets quarterly or as required. All matters pertinent to the Group are discussed by the full Board including but not limited to, the operations and financial performance of the Group and achievement of objectives.

Board Composition

The Board consists of not less than five or more than ten members, all non–executive Directors. The members of the Board seek to ensure that it contains a blend of experience and skills appropriate to the Group. Directors retire by rotation  every three  years and  are eligible for re-election.


The Board has  two  committees, the  Nomination and Remuneration Committee and the Audit and Risk Committee.

A  Nomination  and  Remuneration  Committee  of four non-executive  Directors meets  quarterly  to  consider issues pertaining to the appointment  of new Directors and  senior  management.  The  committee  also assists the board in developing the human resources and remuneration strategies for the Group.

An Audit and  Risk  Committee  of three  non-executive Directors meets  quarterly in order to confirm that any matters raised by the Group’s external auditors are addressed  and  to  confirm that  the  Group’s  financial affairs are  conducted   in  accordance   with  prudent commercial  practice,  the  requirements  of the  Group Procedures Manual and the prudential standards issued by the Regulatory Authorities in the countries in which the Group operates.


 Independent Advice

Directors are entitled to seek independent  legal advice on their duties at the  Group’s  expense,  provided that they seek the prior approval of the Chairman.

Risk Management

The board is committed  to identifying significant business risks and has put in place a number of measures to manage such risks.

Shareholder Information

The  Board communicates  with  shareholders  at  least once  a  year  by  means  of  a  comprehensive  annual report.  In  addition,  the  Board provides  shareholders with continuous  disclosure of information considered to be price sensitive to the Group’s shares. At all times the Board ensures that statutory requirements regarding disclosure are met.

Staff Matters

The Group is an equal opportunity employer and does not tolerate sexual harassment towards employees. The Group also values its human capital and encourages in- house mentoring and up skilling of its employees as a capacity building tool. Workplace health safety for the Group is an important issue and adequate policies and guidelines are in place.

Policy and Procedures

The Group has in place both Staff and Procedure Manuals, which set out duties for each staff member and systems for all procedures.

All routine legal documents are standard and used in all instances.

Corporate Governance Statement

Standing L to R: Peter Dixon (Acting CEO); Graham John Dunlop, Professor Albert Mellam, David Doig, Sir Wilson Kamit, Abigail Chang, Allan Marlin. Absent: Faye-Zina Lalo