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2.3 Board Meetings
Number of meetings
The Board meets at least four times a year, with additional meetings from time
to time, as determined by the needs of the business.
Agenda
The Chairman, in consultation with the Chief Executive, prepares the agenda for
Board meetings.
Board materials
Any relevant notes or information pertaining to the business to be conducted
during the Board meeting is distributed well in advance of the Board meeting, to
enable the Directors to discharge their duties effectively.
Attendance
Directors are expected to attend all the meetings of the Board and Committees of
which the Directors are members, with any necessary absences held to a minimum.
Board members are also expected to review the Board materials provided in
advance of the meetings.
Access to Independent Information,
Management and Advisors
The Board has direct access to all information which the Board considers
relevant, and is entitled to have unrestricted access to all records and
information. Periodic financial and operational reports are submitted to the
Board for review. The Board also has direct access to Management, which is
coordinated by the Chairman. Key management personnel of the Bank may be invited
to
attend and make presentations to the Board from time to time. Generally the
Chief Executive, Deputy Chief Executive and the General Manager Banking, attend
the Board meetings.
Board Review and Compensation
The Board annually evaluates its performance and its Committees as well as the
compensation provided for attending the Board meetings. Compensation is based on
industry standards. The Board also reviews the performance of the Bank's key
executives and approves their performance linked incentives.
Strategy
The Board oversees the bank's strategy. The Board reviews strategic matters and
the Bank's objectives and reviews the Bank's progress against its strategic
goals on a quarterly basis.
2.4 Board Committees
The Board has established the following Committees whose objectives, powers and
procedures are governed by the terms of reference of the respective Committees
as approved by the Board:
1) Audit Committee
2) Board Credit Committee
There was an Executive Committee
functioning till June 2002 when its role was integrated with the other
Committees.
The Board may consider constituting
additional Committees from time to time based on the needs of the business. The
Board also oversees the composition of such Committees and recommends
appropriate members for the Committees in line with the regulatory requirements.
2.4.1 Audit Committee
The Audit Committee was constituted to provide direction and oversee the audit
and compliance function in the Bank. The functions of the Audit Committee
include review of the audit plan, major observations brought out during audit
exercises, assessment of the risks facing the Bank and the systems used to
relate risks to the Bank's capital. The other areas discussed by the Committee
include compliance with applicable laws and regulations, the financial reporting
processes and the effectiveness of internal controls.
2.4.2 Board Credit Committee
The objectives of the Credit Committee are to formulate credit policies, to
ensure that the Bank maintains a high quality asset portfolio. It also oversees
the implementation of the credit policy, so as to ensure adherence with the
policy laid down. It suggests changes to the policy as and when needed, to
ensure that credit policies are in compliance with the laws and regulations,
reviews from time to time the portfolio of non-performing assets and
provisioning requirements of the Bank. It ensures that risk based systems are
built into the credit processes and ethical standards are being implemented in
the lending activity. This is to foster full transparency and integrity in
stakeholder reporting.
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