Governance
Governance
Barclays Bank of Botswana is committed to robust corporate governance practices and applies the highest standards of business integrity in all its activities. Corporate governance has been a major focal point in recent years and several training initiatives have been undertaken to improve the process.
Corporate governance is the system according to which companies are managed and controlled. As a listed company, Barclays follows the United Kingdom Listing Authority’s Combined Code, Principles of Good Governance and Code of Best Practice, published in June 1998 to implement the proposals of the Hampel Committee.
The bank is committed to business integrity and professionalism in all activities. As part of this commitment, the Board supports the highest standards of corporate governance and the development of best practice. The Barclays PLC Group has adopted its own internal corporate governance guidelines. These guidelines address the composition of the Board, its responsibilities, how these responsibilities are met and detail the selection procedures for new directors. In accordance with the requirements of Internal Control: Guidance for Directors on the Combined Code, issued by the Institute of Chartered Accounts in England and Wales, the Board ensures that management identifies measures and monitors a variety of risks through various control mechanisms. The risks and the measurers related thereto are explained on pages 84 to 102 in this document.
The Board is most committed to improving its corporate governance practices. The Board and the various committees are making continuous strides to present Barclays as an exemplary organisation in the field of corporate governance, by promoting greater openness and transparency, rather than just following pure prescriptive regulations.
The Board
Primary Role
The main focus of the Board is on the business policies and strategies of the bank. Operating within a corporate governance framework ensures that the Board:
Objectives
The objectives of the Board are to:
This ensures that non-executive directors are able to challenge executive directors effectively. When necessary, the Chairman meets privately with non-executive directors to brief them and to address any concerns they may have.
At every Annual General Meeting, one third of the directors (rounded down) retires and offers themselves for re-election. In practice, this causes every director to stand for re-election at least every three years.
Audit Committee
The Board appoints a minimum of three members, who are directors without any executive responsibility, to the Audit Committee.
The Audit Committee has written terms of reference that have been approved by the Board and are in compliance with the Banking Act, Cap 46:04. The external and internal auditors have free access to the Chairman of the Committee. Meetings are held at least four times a year. The function of the committee is to assist the Board in discharging its duties under the Companies Act, Banking Act and common law. In particular, it monitors financial controls, accounting systems and shareholder reporting. It also assesses the management of financial risks. The Banking Act imposes additional responsibilities on the Board of the Bank. This is especially true with regards to annual reporting on the functions of the Bank’s system of internal controls and its continuing viability as a going concern. The Audit Committee assists the Board in discharging these responsibilities.
Credit Committee
The Board Credit Committee includes the Managing Director, two non-executive Board members and the Risk Director. It is chaired by a non-executive director who is not the chair of the main board. The main purposes of the Committee are to approve the Bank’s credit policy, review and approve credit limits within Banking Act requirements, to review portfolio management information and set sector caps and to review information on significant non-performing accounts in the Bank’s credit portfolio. While some of the functions of the Credit Committee include statutory Board duties, the ambit of its terms of reference are wider than that and include a real partnership with risk executives to ensure the health of the Bank’s lending book.
Meetings of the Credit Committee are held quarterly for pre-set meetings. However, ad hoc meetings for approval of facilities on an urgent basis can be called on short notice and held by telephone conversation and decisions taken by round robin, in line with the terms of reference.
Remuneration and Nominations Committee
The committee is made up of four non-executive directors, including the Chairman of the Board who serves as Chairman. The Committee’s main purpose is to provide oversight over executive performance and compensation, review bespoke incentive proposals, and advise on the succession /appointment of executives. The committee is also tasked with reviewing the level of expertise and skill at the executive and Board levels and making suggestions for achieving the best overall skills coverage, whether by up skilling or recruitment. Pre-set meetings are held quarterly, although any member may request a meeting through the secretary.
Country Management Committee (CMC)
Primary Role
The CMC acts as the operational management forum responsible for delivering Barclays Bank of Botswana’s operating plan and results.
Objectives
The objectives of the CMC are to ensure:
The CMC consists of the following:
Country Asset and Liability Management Committee (ALCO)
Primary Role
The main purpose of the Country ALCO is to achieve sustainable and stable profits within a framework of acceptable financial risks and controls. The ALCO meets at least once a month. It undertakes to maximise the value generated from actively managing the Bank’s balance sheet and its financial risks within agreed risk parameters. Therefore, it is predominantly focused on forecasting and scenario modelling.
Objectives
The objectives of the Country ALCO are to manage:
Risk and Control Committee
Primary Role
The duties and responsibilities of this management committee are to:
Operations Committee (OPCO)
Primary Role
The duties and responsibilities of this management committee are:
Brand and Reputation Committee (B&RC)
Primary Role
The duties and responsibilities of the Committee are to:
Corporate governance is the system according to which companies are managed and controlled. As a listed company, Barclays follows the United Kingdom Listing Authority’s Combined Code, Principles of Good Governance and Code of Best Practice, published in June 1998 to implement the proposals of the Hampel Committee.
The bank is committed to business integrity and professionalism in all activities. As part of this commitment, the Board supports the highest standards of corporate governance and the development of best practice. The Barclays PLC Group has adopted its own internal corporate governance guidelines. These guidelines address the composition of the Board, its responsibilities, how these responsibilities are met and detail the selection procedures for new directors. In accordance with the requirements of Internal Control: Guidance for Directors on the Combined Code, issued by the Institute of Chartered Accounts in England and Wales, the Board ensures that management identifies measures and monitors a variety of risks through various control mechanisms. The risks and the measurers related thereto are explained on pages 84 to 102 in this document.
The Board is most committed to improving its corporate governance practices. The Board and the various committees are making continuous strides to present Barclays as an exemplary organisation in the field of corporate governance, by promoting greater openness and transparency, rather than just following pure prescriptive regulations.
The Board
Primary Role
The main focus of the Board is on the business policies and strategies of the bank. Operating within a corporate governance framework ensures that the Board:
- Remains accountable to the Bank and its shareholders
- Effectively monitors the Bank’s management
- Continues its commitment to achieving the Bank’s agreed strategies
Objectives
The objectives of the Board are to:
- Ensure Barclays complies with applicable laws and Regulations
- Discuss, agree and regularly review the bank’s business strategies so that they remain in line with those of Barclays Emerging Markets and, where necessary, recommend adjustments for the bank to keep up with local market considerations
- Monitor business performance and be responsible to shareholders for creating and delivering sustainable shareholder value, through sound business management
- Establish and embed the Barclays Emerging Markets corporate management model and behaviours, which underpin the achievement of Barclays Africa’s objectives
- Agree proposals which fall within the discretion of the Board
- Execute other important control functions
- Enhance the Barclays brand and promote it externally
This ensures that non-executive directors are able to challenge executive directors effectively. When necessary, the Chairman meets privately with non-executive directors to brief them and to address any concerns they may have.
At every Annual General Meeting, one third of the directors (rounded down) retires and offers themselves for re-election. In practice, this causes every director to stand for re-election at least every three years.
Audit Committee
The Board appoints a minimum of three members, who are directors without any executive responsibility, to the Audit Committee.
The Audit Committee has written terms of reference that have been approved by the Board and are in compliance with the Banking Act, Cap 46:04. The external and internal auditors have free access to the Chairman of the Committee. Meetings are held at least four times a year. The function of the committee is to assist the Board in discharging its duties under the Companies Act, Banking Act and common law. In particular, it monitors financial controls, accounting systems and shareholder reporting. It also assesses the management of financial risks. The Banking Act imposes additional responsibilities on the Board of the Bank. This is especially true with regards to annual reporting on the functions of the Bank’s system of internal controls and its continuing viability as a going concern. The Audit Committee assists the Board in discharging these responsibilities.
Credit Committee
The Board Credit Committee includes the Managing Director, two non-executive Board members and the Risk Director. It is chaired by a non-executive director who is not the chair of the main board. The main purposes of the Committee are to approve the Bank’s credit policy, review and approve credit limits within Banking Act requirements, to review portfolio management information and set sector caps and to review information on significant non-performing accounts in the Bank’s credit portfolio. While some of the functions of the Credit Committee include statutory Board duties, the ambit of its terms of reference are wider than that and include a real partnership with risk executives to ensure the health of the Bank’s lending book.
Meetings of the Credit Committee are held quarterly for pre-set meetings. However, ad hoc meetings for approval of facilities on an urgent basis can be called on short notice and held by telephone conversation and decisions taken by round robin, in line with the terms of reference.
Remuneration and Nominations Committee
The committee is made up of four non-executive directors, including the Chairman of the Board who serves as Chairman. The Committee’s main purpose is to provide oversight over executive performance and compensation, review bespoke incentive proposals, and advise on the succession /appointment of executives. The committee is also tasked with reviewing the level of expertise and skill at the executive and Board levels and making suggestions for achieving the best overall skills coverage, whether by up skilling or recruitment. Pre-set meetings are held quarterly, although any member may request a meeting through the secretary.
Country Management Committee (CMC)
Primary Role
The CMC acts as the operational management forum responsible for delivering Barclays Bank of Botswana’s operating plan and results.
Objectives
The objectives of the CMC are to ensure:
- That business is conducted in compliance with the country’s legislation and regulations.
- Effective implementation of Barclays Emerging Markets policies and governance arrangements across all lines and functions of the business.
- Integrity of the operational, control, compliance and governance framework of the Bank as a part of Barclays Emerging Markets.
- Efficient implementation of business plans.
- That performance is maximised across all lines and functions of the business.
- Enhancement of the Barclays Brand.
The CMC consists of the following:
- Managing Director (as its Chairman)
- Finance Director
- Treasurer
- Corporate Director
- Retail Director
- Risk Director
- Head of Compliance
- Head of Corporate Affairs
Country Asset and Liability Management Committee (ALCO)
Primary Role
The main purpose of the Country ALCO is to achieve sustainable and stable profits within a framework of acceptable financial risks and controls. The ALCO meets at least once a month. It undertakes to maximise the value generated from actively managing the Bank’s balance sheet and its financial risks within agreed risk parameters. Therefore, it is predominantly focused on forecasting and scenario modelling.
Objectives
The objectives of the Country ALCO are to manage:
- Funding and investment of the balance sheet
- Liquidity and cash flow
- Exposure to interest and exchange rate movements
- Capital position and dividend flow
- Asset and liability margins
- Compliance with all internal and regulatory limits and ratios for the above activities.
Risk and Control Committee
Primary Role
The duties and responsibilities of this management committee are to:
- Approval of salary increases, bonus, long-term incentives and out of cycle awards, all subject to Group approval.
- Bonus pot funding requests in line with Board Remunerations Committee decisions.
- Approval of customised reward schemes subject to Group governance.
- Monitoring of compliance with Legal and regulatory requirements as they apply to appointments and rewards.
- Oversight of appointments, compensation and reviews for all CMC members and direct reports to the MD.
- Review and recommend proposed placements onto CMC.
Operations Committee (OPCO)
Primary Role
The duties and responsibilities of this management committee are:
- Oversight of all key operational issues facing the Country Business (including IT and other operational projects) and to ensure timely, robust delivery of operational and IT investments within budget.
- Ensuring the effectiveness of the following across Barclays Bank of Botswana.
- Operational and IT Capability
- Resource management
- Change Management - management oversight and review of all operational and IT projects and that projects are managed according to Prince 2 principles and within timescales and budget
- Review Group, Global Retail & Commercial Banking (GRCB) and Emerging Markets (EM) operations and IT projects intended for or impacting upon the country.
- Sourcing and Alliances
- Business Continuity Management
- Issues are escalated and reported to the Managing Director, Country Management Committee and Emerging Markets Chief Operating Officer where resolution at OpCo is not possible.
Brand and Reputation Committee (B&RC)
Primary Role
The duties and responsibilities of the Committee are to:
- Protect and enhance the brand and reputation of Barclays
- Support Barclays in being a leading company in the field of corporate social responsibility
- Ensure that Barclays Bank of Botswana treats customers fairly in accordance with its “Treating Customers Fairly” principles.
- Confirm the reputational hotspots in the business, together with the adequacy of mitigating actions. Escalate as appropriate to the EM Brand and Reputation Committee.
- Agree and monitor the implementation of the Customer agenda in the business, including Treating Customers Fairly, Customer Service and Customer Complaints
- Confirm and monitor the implementation of the External Affairs plan, and the Community and Environmental strategy.
- Approve Community projects for implementation, in line with the business overall strategy.
