The BBS Bank Board of Directors (“The Board”) and Management embrace the principles of corporate governance of openness accountability and integrity. The Board continually strives to achieve its fundamental corporate objectives through an effective system that ensures that policies, structures and mechanisms are periodically reviewed and adapted to reflect applicable best practices.
A board comprising 7 Directors is responsible for policy direction, ensuring that appropriate internal controls, business management strategies and risk management policies are in place. The BBS Bank Constitution allows for a minimum of 5 Directors and a maximum of 9 Directors the majority of whom should be independent non-executive Directors. The Board is also committed to the highest standards of corporate governance and compliance. For operational purposes, the Board has delegated most of the responsibilities to the Managing Director.
The BBS Bank Board and Management are fully committed to putting in place of effective risk management so that business objectives are met and that profits and growth continue to be realised and sustained. The company’s risk framework targets areas of strategy, operations, finance and compliance. All risks are channeled to the Board through Executive Management on periodic basis. Awareness and understanding of the company’s risk framework is established at all appropriate levels of the organisation. A process of identifying, evaluating and managing such relevant or significant risk has been adopted and remains the responsibility of BBS Bank Management.
Corporate Governance Structures
The BBS Bank Board adopted the introduction of additional structures to enhance the company's corporate governance structure. The Board has constituted committees to enable it to carry out its mandate. These are:
Human Resources and Remuneration Committee
The Committee was established to make recommendations on the compensation, incentives and performance targets of Executive Management as well as other BBS Bank staff members. In addition, the Committee reviews and recommends for approval by the Board, the structure and funding levels of any bonus and incentive schemes.
Finance and Audit Committee
The main function of this Committee is to ensure compliance with the requirements of the Companies Act and until commercialisation, some aspects of the Building Societies Act and the Constitution of BBS Bank, monitor accounting systems, financial controls, and management of financial risk. It liaises with Management on matters relating to the preparation of financial reports to shareholders. The Finance and Audit Committee meets BBS Bank’s internal and external auditors to consider the level of risk assessment and management, review audit and accounting plans, corporate governance and compliance matters. BBS Bank maintains adequate segregation between the external and internal audit functions and the independence of both the internal and external auditors is not in any way compromised.
The Tender committee is part of a governance body that seeks to ensure that tenders are awarded in fairness and in line with good practice. There are Tender Procurement Rules and Procedures which set out in clear terms, the rules and regulations to be applied to the purchasing of all goods and services and the sale of unserviceable supplies and property for BBS Bank and its operations.
Nominations and Governance Committee
The Committee manages nomination, recruitment, selection and recommends the nomination of directors to the Board. It also deals with all matters related to directors' affairs, the terms and conditions of engagement of directors, succession planning and performance evaluation.