Page 30 - Stanbic Bank IR 2024

28 EXECUTING OUR STRATEGY | Corporate Governance Report

CORPORATE

GOVERNANCE REPORT

Overview

The Board believes that sound governance is fundamental to earning and keeping
the trust of stakeholders, to sustaining performance and preserving shareholder
value.

The Stanbic Bank OUR APPROACH TO

Botswana Limited Board GOVERNANCE
As a member of the Standard Bank Group, Stanbic Bank
Our Board of Directors is made up of individuals with vast Botswana Limited’s approach to corporate governance
experience and diverse complimentary skills, that foster robust enables integrated thinking and decision-making. This
discussions, responsible oversight and independent interrogation means looking to balance between providing shareholder
whilst providing strategic leadership and guidance to the country value and safeguarding the interests of our stakeholders,
leadership council. being our people, our clients, our regulators, and society
at large, by creating sustainable shared value.
Non-executive directors provide independent and objective
judgement. They constructively challenge and monitor executive The Stanbic Bank’s Corporate Governance Framework
management’s delivery of strategy within the approval framework ensures that good governance structures and principles
and risk appetite agreed by the board. are embedded within our operations to provide clear
direction for decision-making and guiding responsible
The size of the Board is considered appropriate for the Bank. The behaviour that espouses our values.
Board’s composition is intended to reflect the demographics of
Botswana, whilst tapping from Standard Bank Group’s experience Our governance philosophy includes executing strategy
across Africa. Diversity and balance with regards to factors such as and managing risks, ensuring compliance with corporate
gender and age was carefully considered in the make-up of the policies, standards, and procedures, and establishing
Board. Two of the Board Committees are chaired by women, whilst strategic direction.
two Board Committee chairs are millennials.

Board Composition Summary and Profiles

The Board of Directors of Stanbic Bank Botswana Limited is a unitary Board, composed of 13 members in compliance with the minimum
and maximum requirements set forth by the Banking Act, the Companies Act, and the Bank’s Constitution, which stipulates a minimum
of 7 and a maximum of 15 directors. The Board’s composition reflects a deliberate focus on diversity, skills, experience, and independence
to ensure effective governance and the ability to deliver on the Bank’s purpose and strategic objectives.

The Board of Directors brings deep experience and diverse skills, which collectively ensure that the Board operates effectively to protect
and create value in the design and delivery of the Bank’s strategy, as well as in the execution of its duties. This wealth of expertise enables
the Board to provide strategic oversight, make informed decisions, and steer the Bank toward sustainable growth and long-term success.

Subsidiaries

Stanbic Insurance Services Proprietary managed on behalf of the Bank’s customers. The Company acts in
Limited a nominee capacity, which results in securities being registered in
This company undertakes the provision of asset protection and its name on behalf of the Bank’s customers. The securities are not
assets of the company as the company does not control the stocks
credit life insurance products in collabouration with various and no benefits are expected to flow to the company from these
insurance underwriters. Sales of these products have become investments. As such, the securities are not reflected on the
embedded in the Bank’s sales processes. The company reported a company’s statement of financial position but disclosed as
profit after tax of P7.248 million (2023: P6.984 million).
third-party assets under management in note 41 of these financial
statements.
Stanbic Nominees Botswana Proprietary
Limited Stanbic Financial Services Proprietary Limited
Stanbic Bank Botswana Limited (the Bank), through its custody Stanbic Financial Services Proprietary Limited was set up to
business, manages clients’ funds and investments in securities. separate investment advisory and market maker activities from
The NBFIRA requires banks to separate assets managed on behalf banking activities. Set up in 2020, the new entity, was fully licensed
of third parties from their own. Stanbic Nominees Botswana by the NBFIRA in July 2021. The company reported a profit after
Proprietary Limited was established to comply with this tax of P1.206 million (2023: P150 110).
requirement. The Company was established to ring-fence assets