Our Memorandum of Incorporation and Board Charter
The Absa Group Memorandum of Incorporation (MOI), which is in accordance with the Companies Act 2008, regulates the rights, duties and responsibilities of shareholders, directors and others within the Group.
Absa Group MOI and Registration Certificates
The foundation for our governance principles and practices. Our Board Charter sets out how the corporate governance provisions in the Companies Act No. 71 of 2008 of South Africa; the Banks Act No. 94 of 1990 as amended, the Financial Sector Regulations Act No. 9 of 2017, the JSE Listings Requirements and the King IV Report on Corporate Governance for South Africa, 2016™ will be put into practice. Further, it acknowledges that there are applicable regulations and codes in our presence countries outside of South Africa.
- Outlines our Board and committees’ mandates and specifies which matters are reserved for the Board.
- Defines separate roles for the Group Chairman and Group Chief Executive.
- Outlines a formal process for director appointment, induction and training.
- Dictates the Board’s expectations of the directors, the chairmen of our Board committees and the Lead Independent Director.
- Sets criteria for director independence and the assessment of such independence.
- Requires that non-executive Board members attest to their independence, capacity, fitness and propriety on at least an annual basis.
- Details how to deal with matters of conflict of interest, including disclosures and recusals where relevant.
- Describes the assessment methodology for Board and Committee activities.
- Sets out how the corporate governance provisions in King IV, the South African Companies Act, the Banks Act (including South African Reserve Bank Directive 4/2008) and the JSE Listings Requirements will be put into practice.
- Is further supported by the Group Governance Framework in these areas, and more recently, an Engagement Protocols Document which covers, inter alia, the way in which the directors and executives engage with each other; and a group fit and proper policy which deals with the requirement for fitness and propriety of directors at the stage of appointment and on an ongoing basis.
- Acknowledges that there are applicable regulations and codes in our presence countries outside of South Africa.
The MOI, Board Charter and various policies inform the Board’s responsibilities. The two policies and the register below are published in terms of the JSE’s Debt Listings Requirements:
The Board Conflict of interest Register: