51 / 316
AfrAsia Bank Limited and its Group Entities
Annual Report 2015
page 49
BOARD OF DIRECTORS
The Board of Directors of AfrAsia Bank Limited plays a key role in ensuring that a good level of corporate governance is maintained.
Some of the key functions of our Board of Directors include:
determination of the Bank’s purpose, strategy and values and providing guidance and maintaining effective control over the Bank,
and monitoring management in carrying out Board plans and strategies;
monitoring and evaluating the implementation of the Bank’s strategies, policies and management performance criteria and
business plans;
approving the Bank’s risk management policies including the setting of limits by assessing its risk appetite, skills available for
managing risk and the risk bearing capacity;
monitoring the Bank’s financial health and performance against budgets set, including ensuring that the balance between
“CONFORMANCE” and “PERFORMANCE” is healthy. Conformance is linked to the Bank’s compliance with various laws,
regulations and codes governing it, while performance relates to the development of a commensurate enterprise culture that will
ensure maximisation of shareholders’ returns is not detrimental to other stakeholders’ interests; and
reviewing and approving senior management’s compensation package.
POWERS OF THE BOARD
The powers of Directors are set out in the Bank’s Constitution and in the Terms of Reference for the Board adopted on 19 June 2013.
The Board is aware of its responsibility to ensure that the Bank adheres to all relevant legislations such as the Banking Act 2004, the
Financial Services Act 2007, Financial Reporting Act 2004 and the Companies Act 2001. The Board also follows the principle of good
corporate governance as recommended in the National Code of Corporate Governance where, for example, the Bank makes full
disclosure of the compensation of its Executive Directors as per the attendance report of the Statement of Corporate Governance
Practices.
CONFLICTS OF INTEREST
Conflicts of interest exist when transactions are held between the Bank/Group and its Directors, significant shareholders and
management.
Some of the actions that the Bank/Group and its related parties take to avoid conflicts of interest include amongst others that:
the personal interests of a Director or persons closely associated with the Director must not take precedence over AfrAsia Bank
Limited and its shareholders, including the minority ones;
Directors are required to avoid conflict of interests and make full and timely disclosure of any conflict of interests when exposed
to same; and
Directors appointed by shareholders are aware that their duty and responsibility are to act in the best interest of the Bank and
not by the shareholders who nominated them.
All information obtained by Directors in their capacity as Director to the Board of AfrAsia Bank Limited should be treated as
confidential matters and should not be divulged to any other parties without the expressed authority of the Board.