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AfrAsia Bank Limited and its Group Entities
Annual Report 2015
Statement of Compliance 47 Statement of Affairs and Review of Activities 48 Shareholding Structure 48 Board of Directors 49 Powers of the Board 49 Conflicts of Interest 49 Prior Approval of the Board 50 Composition of the Board 50 Directors 51 Directors’ Profiles 52 Board Committees 58 Audit Committee 58 Conduct Review Committee 58 Corporate Governance Committee 59 Risk Committee 59 Attendance Report 60 Board Appraisal 61 Directors’ Remuneration and Benefits 61 Directors’ Service Contracts with the Bank and its Subsidiaries 62 Directors’ Share Interest 62 Dividends Policy 63 Dividend on Ordinary Shares 63 Dividend on Class A Shares 63 Share Option Plans 63 Auditors’ Remuneration 64 Internal Control, Internal Audit and Risk Management 64 Anti-money Laundering 64 Passionate Team Profiles 66 Company Secretary 74 Remuneration Philosophy 74 Material Clauses of Constitution 76 Shareholders’ Agreement 76 Significant Contracts 76 Management Agreements 76 Gifts and Donations 76 Political Donations 76 Related Party Transactions 77 Health & Safety 77 Environmental Action and Social Issues 77 Social Responsibility 77 Meeting of, and Relationship with Stakeholders 77 Shareholders’ Calendar 78 Publication of Financial Statements 78 Ordinary Dividends 78 Class A Shares Dividends 78CORPORATE GOVERNANCE REPORT