Sasfin is a banking and financial services group, offering tailor-made products and services to entrepreneurs, corporates and high net-worth individuals.
With Sasfin’s comprehensive range of products and services as well as an understanding of your business and personal finance needs, you are assured of results beyond expectations.
We contribute to society by going beyond a bank to enable growth in the businesses and global wealth of our clients.
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Results, reports and presentations
Basel - Public Disclosure
Basel Pillar III Disclosure Report for the quarter ended 31 December 2019
Basel Pillar III Disclosure Report 30 September 2019
Basel Pillar III Disclosure for the year ended 30 June 2019
Basel Pillar III Disclosure - 31 March 2019
Basel Pillar III Disclosure Report - 31 December 2018
Pillar 3 Disclosure - SASFIN Qualitative Disclosure - June 2018
Pillar 3 Disclosure - SASFIN Bank Limited - June 2018
Pillar 3 Disclosure - SASFIN Bank Holdings - June 2018
Pillar 3 Disclosure - SASFIN Bank Consolidated - June 2018
SHL - Reg 43 31 Dec 2017 re-submission
Comprehensive Pillar 3 Disclosure Dec 2017 Bank consolidated
Comprehensive Pillar 3 Disclosure Dec 2017 Group
Comprehensive Pillar 3 Disclosure Dec 2017 Bank solo
Sasfin Holdings Limited - Reg 43 31 June 2017
Holdings - Comprehensive Pillar 3 Disclosure June 2017
Bank Consolidated - Comprehensive Pillar 3 Disclosure June 2017
Bank Solo - Comprehensive Pillar 3 Disclosure June 2017
Pillar 3 qualitative disclosures - June 2017
Sasfin Holdings Limited Capital Adequacy - Quarterly Report 31 December 2016
Sasfin Bank Limited (CONSOL) Pillar 3 - Semi Annual Report - 31 December 2016
Sasfin Bank Limited (SOLO) Pillar 3 - Semi Annual Report - 31 December 2016
Sasfin Holdings Limited Pillar 3 - Semi-annual Report - 31 December 2016
Basel III Pillar 3 Disclosure – 30 September 2016
Comprehensive Pillar 3 Disclosure - 31 December 2015
Capital Adequacy - Semi-annual Report - 31 December 2015
Comprehensive Pillar 3 Disclosure June 2015
Comprehensive Pillar 3 Disclosure December 2014
Capital Adequacy - Semi-annual Report - 31 December 2014
Comprehensive Pillar 3 Disclosure June 2014
Capital Adequacy - Semi-annual Report - 31 December 2013 Comprehensive Disclosure
Capital Adequacy – Semi-annual Report – 31 December 2013
Capital Adequacy - Annual Report - 30 June 2013 Comprehensive Disclosure
Capital Adequacy - Annual Report - 30 June 2013
Capital Adequacy - Quarterly Report - 31 March 2013
South African Securitisation Programme (RF) Ltd
SASP 1 Investor Report 31 December 2019
SASP 2 Investor Report 31 December 2019
SASP 3 Investor Report 31 December 2019
SASP 1 Investor Report 30 September 2019
SASP 2 Investor Report 30 September 2019
SASP 3 Investor Report 30 September 2019
SASP Annual Financial Statements 2019
SASP S3 Investor Report 31 May 2019
SASP S3 Investor Report 28 February 2019
SASP S2 Investor Report 31 May 2019
SASP S2 Investor Report 28 February 2019
SASP S1 Investor Report 31 May 2019
SASP S1 Investor Report 28 February 2019
SASP Program Memorandum Aug 2015
SASP Annual Financial Statement 2017
SLRA3 Pricing Supplement
SLRA4 Pricing Supplement
SLRB3 Pricing Supplement
SLRB4 Pricing Supplement
SLRC3 Pricing Supplement
SLRC4 Pricing Supplement
King III: How the 75 Principles of Corporate Governance are being applied within the Sasfin Group
Board charters and committees
The Board Charter
The Board of Directors (the Board) of Sasfin Holdings Limited, “SHL”, or where the context requires, “the Group” subscribes to good corporate governance. It has developed a Board Charter in accordance with the recommendations of the King IV Report on Corporate Governance (King IV).
Whilst embracing the King IV principles of good governance, summarised in Annexure 1 attached, and the Basel Committee on Banking Supervision (Basel Committee) corporate governance principles for banks, summarised in Annexure 2 attached, the Board and SHL are required to be compliant with South African legislation (including the South African Constitution) and, in particular, the Banks Act, 1990, as amended, the Companies Act, 2008, as amended, and the JSE Listings Requirements.
This Board Charter is complementary to SHL’s Memorandum of Incorporation (“MoI”). It is not intended to amend or replace the MoI in any way whatsoever.
1. PURPOSE OF THE CHARTER
This Charter sets out:
- The roles, functions, obligations, responsibilities and authority of the Board; and
- The policies and procedures of the Board in respect to its duties, functions and responsibilities.
Click here to access the Sasfin Holdings Limited Charter
Roles and Responsibilities of the board committees
- ASSET AND LIABILITY COMMITTEE ("ALCO")
The role of the Committee is to assist the board to ensure that:
- The Company has implemented an effective policy and plan for asset and liability management (‘hereafter ALM') management that will enhance the Company's ability to achieve its strategic objectives; and
- The disclosure regarding risks relating to ALM are comprehensive, timely, and relevant.
The Committee will perform all the functions as is necessary to fulfil its role as stated afore and including the following:
- Oversee the development and annual review of a policy and plan for ALM management to recommend for approval to the board;
- Monitor implementation of the policy and plan for ALM management taking place by means of ALM management systems and processes;
- Make recommendations to the board concerning the levels of tolerance and appetite and monitoring that risks are managed within the levels of tolerance and appetite as approved by the board;
- Oversee that the ALM management plan is widely disseminated throughout the company and integrated in the day-to-day activities of the Company;
- Ensure that risk management assessments relating to the ALM management process are performed on a continuous basis;
- Ensure that frameworks and methodologies are implemented to increase the possibility of anticipating unpredictable risks;
- Ensure that management considers and implements appropriate responses;
- Ensure that continuous risk monitoring relating to ALM by management takes place;
- Liaise closely with the Audit Committee and the Risk and Capital Management Committee for the exchange of information relevant to ALM;
- Express the Committee's formal opinion to the board on the effectiveness of the system and process of ALM management;
- Review reporting concerning risk management that is to be included in the integrated report for it being timely, comprehensive and relevant;
- Development and maintenance of a risk management policy for liquidity, interest rate and market risks;
- Monitor ALCO model inputs, outputs and sensitivities;
- Identifying new or changed opportunities;
- Liquidity and interest rate risk and foreign exchange rate risk as reporting to the board;
- Responsible to inform the board of any regulatory developments that could affect asset and liability policies and strategies.
- GROUP AUDIT AND COMPLIANCE COMMITTEE ("GACC")
The Committee will assist the board to comply with Section 64 of the Banks Act, viz:
- Development of an internal audit programme;
- Safeguarding of the Group's assets;
- Maintenance of adequate accounting records;
- Development and maintenance of effective internal control systems;
- Improving the effective utilization of resources;
- Reporting of financial matters;
- Maintenance of risk policies and
- Ensuring an effective compliance function.
and also ensures the following:
- In its evaluation of the adequacy and efficiency of the internal control systems, accounting practice, information systems and auditing processes applied within that bank or controlling company, as the case may be in the day-to-day management of its business;
- To facilitate and promote communications, regarding the matters referred to in 2.1.9 above or any other related matter, between the board of directors and the executive officers of, the auditor appointed under section 61 or 62 for, and the employee charged with the internal auditing of the transaction of, the bank or controlling company, as the case may be; and
- To introduce such measures as in the committee's opinion may serve to enhance the creditability and objectivity of financial statements and reports prepared with reference to the affairs of the bank or controlling company, as the case may; and
- Perform such further functions as may be prescribed.
The Committee shall consider any matters relating to the financial affairs of the Bank and Holding Company boards and as well as to the internal and external audits that it determines to be necessary.
In addition, the Committee shall also examine any other matters referred to it by the board, including other Committees, or the Chief Executive Officer or Financial Director or Internal Auditor or Compliance Function, provided that it is within the Committee's scope of responsibilities.
The responsibilities of the Committee shall also be to:
- Consider the Internal Audit Charter prior to the board's approval and ensures that it contains the responsibilities, authorities, duties and objectives of the Internal Audit Departments; ensures an annual review;
- Allow Internal Audit and External Auditors to have unrestricted access to the Chairman or members of the Committee when necessary;
- Review the internal audit functions, scope and internal audit reports to ensure that the critical risk areas are addressed;
- Consider major findings of internal investigations and management's response;
- Review the board's internal control systems including financial control for effectiveness;
- Review accounting policies adopted or any changes made or contemplated;
- Monitor management's responsibilities according to this policy;
- Consider differences of opinion between management and auditors;
- Direct and supervise investigations into any matter within the scope of its responsibilities;
- review the interim and annual financial statements focusing particularly on:
- any changes in accounting policies and practices;
- compliance with accounting standards and statutory requirements.
- Discuss problems and reservations arising from the interim and final audits done by the external auditors if any;
- Review the external auditor's management letter and the management's response;
- Approve the scope of the external audits and finalise budgeted fee structure prior to interim, annual or other external audits;
- Ensures that an annual self-assessment review of the committee is undertaken.
- GROUP RISK AND CAPITAL MANAGEMENT COMMITTEE ("GRCMC")
The role of the committee is to assist the board to ensure that:-
- The Company has implemented an effective policy and plan for risk capital management that will enhance the Company's ability to achieve its strategic objectives;
- The disclosure regarding risk is comprehensive, timely, relevant;
- To establish and implement a process of internal controls and reviews to ensure the integrity of the overall risk and capital management process;
- To establish and implement policies and procedures designed to ensure that the bank or controlling company identifies, measures and reports all material risks;
- To establish and implement a process that relates to capital to the levels of risk;
- To establish and implement a process that states capital adequacy goals with respect to risk, taking account of the bank's strategic focus and business plans.
- The GRCMC will assist the board and Management in its evaluation of the adequacy and efficiency of the risk policies, procedures, practices and controls applied within the Bank in the day-to-day management of the business within the risk appetite that the board may lay down from time to time.
- Development and maintenance of a Risk Management policy both internal and external;
- Assist the board in the identification of the build-up and concentration of risk, including reputational, technological, and legal & product risk, to which the Bank is exposed.
- Assist the board of directors in developing a risk mitigation strategy to ensure that the bank manages the risks in an optimum manner;
- Assist the board in ensuring that a formal risk assessment is undertaken at least annually;
- Assist the board in identifying and regularly monitoring all key risks and key performance indicators to ensure that its decision-making capability and accuracy of its integrated reporting and financial results are maintained at a high level at all times;
- Facilitate and promote communication, through reporting structures regarding the matters referred to in paragraph (a) or any other related matter, between the board of directors and the executive officers of the bank;
- Ensure the establishment of an independent risk management function, and in the case where the bank forms part of a group, a group risk management function (including any global activities), the head of which will act as the reference point for all aspects relating to risk management within the bank, including the responsibilities to arrange training to members of the board of directors in the different risk areas that the bank is exposed to. It will also ensure that risk management assessments are performed on an ongoing basis;
- Introduce such measures as in the committee's opinion may serve to enhance the adequacy and efficiency of the risk management policies, procedures, practices and controls applied within the bank;
- Co-ordinate the monitoring of risk management on a globalized basis;
- Perform such further functions as may be prescribed by the Registrar from time to time in the Regulations relating to Banks
- Interact with the Audit & Compliance Committee, ALCO and Management on risk related issues; and
- Reporting to the Board of directors on critical risk issues.
- GROUP INFORMATION TECHNOLOGY COMMITTEE ("IT")
The IT Committee will assist the board and Management with relation to:
- Assessing system requirements;
- Implementing systems;
- Disaster recovery planning;
- Identify opportunities / threats with regard to systems;
- System access controls; and
- Approve and monitor projects within board approved Budgets.
The IT Committee shall consider any matters relating to the technological risk of Sasfin Bank.
In addition, the Committee shall also examine any other matters referred to it by the board, Executive Directors or the Chief Information Officer provided that it is within the Committee's scope of responsibilities.
The responsibilities of the committee shall also be to ensure that Risk Management structures are in place that enables:
- Policies and processes are in place for:
- New development
of both Operating and User systems.
and including both in-house development and off-the-shelf software.
- Policies are in place for creation of:
- Disaster Recovery Planning and execution
- Business Recovery Plans, Processes and Procedures
- Policies for safe keeping and monitoring computer assets and information security.
- Prioritising, approval and monitoring of major system development.
- Prioritising, approval and monitoring of major hardware implementation.
- Establishment of an IT Management Committee to manage ongoing system development and operational activities on a bi-monthly basis.
- To review the minutes of the IT Manco meetings.
- Monitor high level progress of system performance.
- Monitor strategic system development.
- Approve and monitor IT budgets for both capital and major systems development
- Policies and processes are in place for:
- DIRECTORS' AFFAIRS COMMITTEE ("DAC")
This committee will function on a group basis and is established in terms of the Banks Act. It will also take cognisance of matters that are required by the King Code regarding a Nominations committee.
The Directors' Affairs Committee will assist the board and Management with relation to:
- The requirements of the King Reports on Corporate Governance;
- The corporate governance issues relating to the Banks Act.
- Assist the board of directors in its determination and evaluation of the adequacy, efficiency and appropriateness of the Corporate Governance structure and practices of the Bank
- Establish and maintain a board Directorship continuity programme to include, as a minimum:
- Review of performance and succession planning of executive directors;
- Continuity of Non-Executive Directors;
- Regularly review the required mix of skills, experience and other qualities required for the effectiveness of the board;
- An annual self-assessment, under co-ordination of the Chairman of the board, of the board as a whole and of the contribution of each individual Director.
- Assist the board of directors in the nomination of successors to the key positions in the Bank ensuring that a management succession plan is in place;
- Assist the board of directors to terminate the employment of those Directors who have been found delinquent in their duties;
- Assist the board of directors in ensuring that the Bank is at all times in compliance with all applicable laws, regulations and codes of conduct and practices;
- Perform such further functions as may be prescribed by the Registrar from time to time in the Regulations relating to Banks.
- GROUP HUMAN RESOURCES AND REMUNERATION COMMITTEE ("REMCO")
The Remuneration and HR Committee will assist the board in providing management with guidance on the adequacy and efficiency of remuneration and HR policies, procedures and practices which are to be applied within the Group.
- These policies should as a minimum cover the following aspects:-
- Conditions and remuneration for appointment of both executive and non-executive directors;
- Conditions and remuneration for appointment of senior management;
- Guidelines for the appointment of other management and personnel;
- Comprehensive HR policies, which includes those matters of the Financial Services Charter related to Black Economic empowerment;
- Comprehensive HR procedures;
- Comprehensive procedures which ensure compliance with laws and regulatory requirements.
- Ensure structures are in place which enable agreed policies to be carried out effectively in: -
- Staff training and development;
- Identification of key people;
- Succession planning of key posts below executive director level;
- Performance reviews, salary and commission payments;
- Disciplinary hearings;
- Employment termination for positions below executive director levels;
- Recruitment at the various levels up to EXCO (Excluding executive / non-executive directors);
- Continued maintenance of staff procedures;
- Equity employment;
- Adequate statistical information and reporting;
- Comprehensive payroll services.
- These policies should as a minimum cover the following aspects:-
The Committee will operate in terms of the authorities and instructions agreed to by the board from time to time as provided in the policies.
In addition, the Committee may:-
- Investigate any activity within its terms of reference and report on it;
- Seek any information it requires from any employee and all employees are directed to co-operate with any requests made by the Committee;
- Obtain legal or independent professional advice and information if it deems it necessary taking into account the availability of the funds;
- Agree share issues up to 25 000 per individual or a maximum of 100 000 for the Group, after which board approval is required;
- Approve or decline salary recommendations made by management;
- Approve salaries at EXCO level, except for executive Directors of Sasfin Bank and Holdings;
- Approve non-executive Directors emoluments except for that of the Chairman of the Bank and Holdings boards;
- Submit recommendations to the board for the emoluments, bonuses of "share participation" allocations of the Group CEO, executive directors and the Chairman of the Bank and Holdings boards.
- Other general responsibilities of the Group HR and Remuneration Committee
In relation to policy with regards to the following:-
- Negotiation with trade unions should this arise;
- Establish training needs and develop staff to their full potential, provided this is needed and for the benefit of the company;
- Motivate to the boards any executive bonus scheme;
- Facilitate medical aid schemes, pension or provident funds;
- Agree long service awards policy;
- Agree study loans policy;
- Ensure annual performance reviews and facilitate statistical information reporting on results;
- Ensure annual salary increases fall into the previously agreed limits and facilitate statistical information in this respect;
- Review and agree minor staff benefits and expenditure limits such as travel, accommodation, canteen, entertainment, overtime, etc;
- Facilitate and review regular and periodic statistical reporting items such as employment numbers, BEE and EE statistics for report-back to management and where necessary to the boards.
- SOCIAL AND ETHICS COMMITTEE ("SEC")
The Committee has an independent role, operating as an overseer and a maker of recommendations to the board of Sasfin for its consideration and final approval. The Committee does not assume the functions of management, which remain the responsibility of the executive directors, the general managers, officers and other members of senior management.
The role of the committee is to facilitate transformation in Sasfin by inter alia:
- Providing leadership to Sasfin's agenda;
- Reviewing and approving the policy, strategy and structure to manage social, ethics and transformation issues in Sasfin;
- Identifying and managing internal and external impediments to effective social, ethics and transformation implementation;
- Making observations and recommendations to the board of Sasfin on the substance, place and results of social, ethics and transformation initiatives adopted by Sasfin;
- Developing benchmarks and guidelines to monitor the implementation of Sasfin's social, ethics and transformation strategy;
- Ensuring that the strategy goes beyond black economic empowerment ("BEE") ownership to reflect all the pillars of transformation, in particular but not limited to:-
- achieving a substantial change in the demographic composition of management structures and skilled occupations of Sasfin;
- promoting initiatives to assist and accelerate affirmative procurement and the development of black enterprises;
- empowering rural and local communities by enabling access to economic activities, infrastructure and skills.
- Assessing and measuring performance of Sasfin's implementation of its social, ethics and transformation strategy with reference to the:
- United Nations Global Compact Principles;
- OECD Guidelines for Multinational Enterprises;
- Employment Equity Act;
- Broad Based Black Economic Empowerment Act;
- Good Corporate Citizenship.
- Monitor Sasfin's activities with regard to:
- social and economic development;
- the contribution to development of communities in and around the different operations;
- promotion of equality, prevention of unfair discrimination and reduction of corruption;
- sponsorship donation and charitable giving;
- environment, health and public safety including the impact of Sasfin's activities and products;
- consumer relationships including advertising, public relations and compliance with consumer protection law.
- Report to shareholders on social, ethics and transformation issues;
- Ensure that management has allocated adequate resources to comply with social, ethics and transformation policies, codes of best practice and regulatory requirements;
- As and when required consult and communicate with internal and external stakeholders on social, ethics and transformation issues;
- The Committee must receive and approve a plan with specific targets from the different business units of Sasfin. Management should inform this Committee in advance about organisational objectives and plans so that the members of this Committee can make the necessary contribution;
- Sasfin must inform the Committee of Sasfin's Human Resources Policies so that the members can understand these policies;
- Sasfin and the Committee must develop a workable plan to develop talented employees of Sasfin, especially Historically Disadvantaged South Africans, to qualify for senior positions in Sasfin;
- To design and ensure the successful implementation of a strategy for consultation with the Executive Committee ("EXCO") of the Business Units of the Group that positions Sasfin competitively and sustainably for the long term. For this purpose it is paramount that the strategy:
- presents a uniform and co-ordinated approach to the fundamental and substantive transformation of Sasfin's operations and its stakeholders;
- complies with policies, guidelines, regulatory and statutory requirements and any relevant industry codes as they apply and impact on the business affairs of Sasfin.
The Committee must perform all the functions necessary to fulfill its role as stated above and including the following:
- Identify Sasfin's compliance requirements in terms of all legislation related to BEE including but not limited to the Broad Based Black Economic Empowerment Act (Act 53 of 2003), Employment Equity Act (Act 55 of 1998), the Skills Development Act (Act 97 of 1998), Banks Act (Act 94 of 1990) and Code of Good Practice on Broad-Based Black Economic Empowerment, OECD Guidelines, United Global Compact Principles;
- Give guidance to and make recommendations to the board of Sasfin on the development of the strategy of the Group;
- Endorse any strategy developed by EXCO for transformation prior to board approval and implementation of the strategy; and
- Monitor EXCO's implementation of the initiatives to achieve issues identified in the strategy.
The Committee should, inter alia, take into consideration the following in the carrying out of the terms of reference:
- Any applicable sector charters, specifically the Financial Sector Charter and such other sector charters that may be applicable;
- The identity of Sasfin's clients;
- Whether Sasfin tenders for government business;
- Whether Sasfin's clients tender for government business;
- Sasfin's most recent BEE rating;
- The resources required to achieve the objectives;
- Sasfin's Employment Equity and Skills Development plans;
- Corporate social investment; and
- The communities around which Sasfin operates.
- ASSET AND LIABILITY COMMITTEE ("ALCO")
King IV Disclosure Matrix
Our view on corporate governance and meeting the four governance outcomes in King IV, namely an ethical culture, good performance, effective control and legitimacy, have been addressed in the 2019 Integrated Report. The key applications by Sasfin of the principles contained in King IV, with reference to the practices to demonstrate the application of the individual principles are explained in the table below. It includes page references to the Integrated Report (available at www.sasfin.com > Investor Relations > Results, Reports and Presentations) where further information is available.
Principle Sasfin application
The governing body should lead ethically and effectively.
The Board adheres to its fiduciary duties by providing leadership and strategic guidance aimed at protecting stakeholder interests and shareholder value within a governance framework which is reviewed for effectiveness on a regular basis. (Refer to page 66 and 76)
The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.
The Board sets the Group’s ethical tone and operates with a strong culture of integrity and competence. Sasfin’s values and ethical standards are integral to our stakeholder relationships, and are implicit in how we do business. Our robust policies prevent market abuse, conflicts of interest, bribery and other unethical conduct. Other policies promoting positive ethics are also disseminated to employees. (Refer to page 16,54 and 76)
The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen.
The Board, together with the SEC, ensure that our business activities, CSI initiatives and sustainability strategy ensure that we contribute to society as a responsible and ethical corporate citizen. In particular, that our lending and investment activities are consistent with this approach. (Refer to page 100)
The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.
The Board delegates to management, via Group Exco, the formulation of strategy which is considered and approved by the Board, including key performance measures and targets over the short-, medium- and long-term, and oversees the implementation thereof within the overall context in which Sasfin operates. The Board evaluates management’s performance against the purpose and strategic focus areas. (Refer to page 23)
The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance and its short-, medium- and long-term prospects.
The Board is responsible for the Integrated Report and approves interim and year-end communications, including all SENS announcements, disclosures made in terms of Regulation 43 of the Banks Act and other media statements. (Refer to page 4 and 8)
The governing body should serve as the focal point and custodian of corporate governance in the organisation.
The Board, supported by the DANC, ensures that applicable governance practices and principles are adhered to, and acknowledges that it is responsible for the performance and strategic direction of the Group. (Refer to page 16 and 82)
The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.
The Board composition is aligned to King IV™ requirements regarding the mix of Independent, Non-Executive, and Executive Directors. The mix of skills, contribution and tenure of directors is monitored and reassessed regularly by the DANC. Refer to page 70 for new standards applicable to Banks regarding director independence and their impact on Sasfin. (Refer to page 16, 69, 70 and 72)
The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement, and assist with balance of power and the effective discharge of its duties.
The Board has committees to which it has delegated specific roles and responsibilities. Committee members for each committee are selected according to their suitability in terms of their qualifications and experience, which are assessed through annual effectiveness reviews.
Sasfin ensures that the membership of all Board committees is managed effectively to ensure an appropriate spread of responsibility and independence.
The executive team and management operate under a defined authority matrix which aims to ensure there is effective collaboration and accountability. (Refer to page 83)
The governing body should ensure that the evaluation of its own performance and that of its committees, its Chair and its individual members, support continued improvement in its performance and effectiveness.
The Board and each committee conducted an internal assessment exercise, both in respect of the Board itself and in respect of each committee. The Chair has been assessed by the Board under the leadership of the Lead Independent Director.
An external assessment of the Board and each committee is usually conducted every three years, but this exercise has been postponed until 2020 given the change of Board composition, which is underway. (Refer to page 16 and 76)
The governing body should ensure that the appointment of, and delegation to management contribute to role clarity and the effective exercise of authority and responsibilities.
The Board oversees all key executive appointments and is satisfied that the delegation of authority framework contributes to role clarity and the effective exercise of authority and responsibility. (Refer to page 76)
The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives.
The Board defines the Group’s risk appetite and risk tolerance, which are formalised in risk appetite statements and relevant metrics based on input from the GRCMC. These are further broken down into measurable tolerance levels. Executive oversight of the risk function is delegated to the CRO. (Refer to page 60)
The governing body should govern technology and information in a way that supports the organisation to set and achieve its strategic objectives.
The IT Committee oversees IT governance and monitors the development and execution of the IT strategy through an IT governance framework, policies and procedures. It provides oversight, monitors and evaluates significant IT investments and expenditure, and oversees the governance of IT risk. (Refer to page 50)
The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen.
The Group’s independent compliance function focuses on areas such as banking regulation, AML, market conduct, exchange control and regulatory interaction responsible for mitigating compliance risk. The Board acknowledges its accountability and provides the necessary guidance regarding the management of compliance risk and ensures that it obtains sufficient assurance in this regard and delegates specific oversight responsibility to the GACC. (Refer to page 54 and 78)
The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long-term.
REMCO considers whether remuneration is fair and consistent, and encourages behaviour which is commensurate with the strategic direction and risk appetite of the Group through a combination of fixed and variable pay. The Group’s remuneration policy and Implementation Report are subject to non-binding votes by shareholders and take into account feedback received from shareholders in formulating remuneration policies. (Refer to page 88)
The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the organisation’s external reports.
The GACC oversees the responsibility for ensuring that internal assurance functions and external assurance services facilitate an effective control environment. It does so by using the combined assurance provided by the Group’s Risk, Compliance, Internal Audit and external audit reports to arrive at a holistic risk-based assessment of the Group’s governance, risk management and control processes. (Refer to page 3, 4 and 80)
In the execution of its governance role and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time.
The Board has identified all its key stakeholders and recognises the importance of maintaining these relationships. It manages stakeholder risk as an integral part of its overall risk management framework, through routine engagement with key stakeholders and seeks to address stakeholder concerns in guiding the Group’s future strategy and operating model. (Refer to page 16, 56 and 67)
The governing body of an institutional investor organisation should ensure that responsible investment is practised by the organisation to promote good governance and the creation of value by the companies in which it invests.
The Group has a social and environmental management policy framework which guides the Group’s investment activities and ensures that the Group’s activities do not breach international social and environmental norms. A responsible investment standard is also applied to investments made by the Wealth and Capital Pillars and overseen by the SEC from an overall Group perspective. (Refer to page 39)