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Board Committees
Our board has 9 committees to assist it in the discharge of its duties and responsibilities but remains ultimately responsible for decisions that the committees make. Each committee operates within a terms of reference approved by the board.
Directors' Affairs Committee
Assists the Board in establishing and maintaining an appropriate system of corporate governance aligned to King IV, the corporate governance provisions of the Banks Act, and other relevant regulations for the Group and material subsidiaries. This includes the composition and continuity of the Board and its committees; the induction of new Board members; director effectiveness evaluations; director independence and director’s conflicts and disclosures of interests; reviewing and proposing governance policies; monitoring the governance structures of subsidiary entities; and considering matters of regulatory and reputational risk.
Group Audit and Compliance Committee
Is accountable for the annual financial statements, accounting policies and reports; oversees the quality and integrity of the Group’s integrated reporting; is the primary forum for engagement with internal and external audit; and monitors the Group’s internal control and compliance environment. The Committee recommends the appointment of external auditors to the Board and shareholders.
Group Risk and Capital Management Committee
Assists the Board in overseeing the risk, capital, funding and liquidity management of the Group by reviewing and monitoring:
i. The Group’s risk profile against its set risk appetite.
ii. Capital, funding and liquidity positions, including taking into
account applicable regulations.
iii. The implementation of the Enterprise Risk Management
Framework and the 12 principal risks defined there.
It receives assurance that processes are in place to comply
with laws and regulations pertaining to risk, capital, funding and liquidity management in all relevant jurisdictions.
Group Remuneration Committee
Sets and oversees the implementation of the Group’s Remuneration Policy principles to deliver fair and responsible pay aligned with current and emerging market practice and to meet regulatory and corporate governance requirements, and to align the behaviour of executives with the strategic direction of the Group. It approves the total remuneration spend, including fixed pay, short-term and long-term incentives, and any other remuneration arrangements, and the particulars of a defined senior population. It also considers and approves the Group’s remuneration disclosure policies and ensures that disclosures are accessible, understandable, accurate, complete and transparent; and that the Group remunerates fairly and responsibly across the Group in the context of overall employee remuneration, with a particular focus on remuneration differentials.
Social, Sustainability and Ethics Committee
Monitors key organisational health indicators relating to social and economic development; good and responsible corporate citizenship; the environment, health and public safety; labour and employment; conduct and ethics; consumer relationships; stakeholder management and transformation; as well as the Group’s activities relating to its role in Africa’s growth and sustainability and the impact on the Group’s employees, customers, and environment. It applies the recommended practices and regulation as outlined in King IV and the Companies Act in executing its mandate.
Information Technology Committee
Provides effective oversight and governance of the Group’s information assets and the technology infrastructure used to generate, process and store that information. The focus is on resilience and stability; architecture; data management; security (cyber and other), and digitisation. The technology impact of the Separation was a key focus as it required the introduction of new systems and managing the related costs and the associated risk.
Board Finance Committee
Assists the Board in reviewing and approving certain levels of investment, outsourcing, acquisition and divestments within the committee’s mandate; considers and recommends to the Board the short-term and medium-term financial plan underpinning the Group strategy; and considers and finalises the profit commentary as it relates to the interim and year-end financial results. It also approves the publication of the dividend declarations within the parameters determined by the Board.
Group Credit Risk Committee
Considers and approves all large exposures that exceed 10% of qualifying capital and reserves including single name exposures and key country and sovereign risk limits within the credit risk appetite of the Group as approved by the Board from time to time. It has oversight over credit risk and monitors industry, sector, and single name concentration risks, trends and exposures.
Models Committee
Assists the Board in approving Absa’s material risk models on inception, and then annually, as per the Group model risk policy and the Prudential Authority guidelines. It also approves the model risk framework; approves and monitors model risk appetite; approves appropriate post model adjustments; sets thresholds and tolerances for models and related post model adjustments; and oversees the model governance process, the external audit findings and the combined assurance work for all models.