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AfrAsia Bank Limited and its Group Entities

Annual Report 2015

page 59

Also attending this committee:

James Benoit, Chief Executive Officer

(resigned 23 September 2015)

Joelle Ng Foong Lee, Head of Credit and Risk Management

Jean Paul de Chazal, Advisor*

*

Jean Paul de Chazal sits on the Conduct Review Committee,

as advisor and has signed an oath of confidentiality as per the

Banking Act 2004.

CORPORATE GOVERNANCE COMMITTEE

This committee:

deals with all Corporate Governance issues and makes

recommendation to the Board accordingly;

ensures that the Bank complies with the Code of Corporate

Governance and Corporate Governance Guidelines issued by

the Bank of Mauritius;

ensures that disclosures made in the annual financial statements

are in compliance with the disclosure provisions in accordance

with the best international practice;

ensures effective communication between stakeholders;

reviews the annual Corporate Social Responsibility policies and

related budgets;

acts as the Nomination and Remuneration Committees and

approves the nomination and remuneration of the Directors and

Senior Management of the Bank;

reviews and advises on the general remuneration policy of the

Bank;

oversees Compensation, Human Resources and Corporate

Social Responsibility issues;

approves all Senior Officers contracts when base salary will

exceed MUR 1,2m per annum; and

requests an annual headcount and budget plan but leaves

management to execute and report thereon at regular intervals.

The Corporate Governance Committee met four times during

the year under review. The four members are:

Lim Sit Chen Lam Pak Ng (Chairperson)

Yves Jacquot

Nicolas Weiss

Arnaud Lagesse (resigned 31 December 2014)

Also attending this committee:

James Benoit, Chief Executive Officer

(resigned 23 September 2015)

RISK COMMITTEE

This committee:

reviews and approves the strategy, policies and practices

relating to the management of the Bank’s liquidity;

monitors the implementation thereof by putting in place

appropriate reporting structures;

approves the Credit and Risk Policy manual and updates which

set out the credit granting process and limits for each of the

Bank’s core business lines;

reviews recommendations from the Management Credit and

Risk Committee for credit facilities above its delegated limits;

approves all operational risk issues and policies of the Bank; and

monitors large and impaired credits as well as the overall level of

provisioning, that is overseeing Credit and Risk exposures and

approving amounts in excess of the Bank’s management team

delegated limits.

The Risk Committee met four times during the year under review.

The members of the committee comprise of James Benoit, Chief

Executive Officer who resigned on 23 September 2015 and the

five Independent Directors:

Henri Calvet (Chairperson)

Lim Sit Chen Lam Pak Ng

Catherine McIlraith

Yves Jacquot

Michael John Pike (resigned 28 February 2015)

Also attending this committee:

Kamben Padayachy, Deputy CEO, Head of Global Banking,

Treasury and Markets (resigned 23 September 2015)

Joelle Ng Foong Lee, Head of Credit and Risk Management