Page 31 - Stanbic Bank IR 2024

STANBIC BANK BOTSWANA LIMITED | Integrated Report 2024 29

The Board appointment process is outlined below:

Appointment Process Board Remuneration Committee recommends
a candidate to the Board.
The Bank follows a formal and transparent process for appointing
members of the Board, in line with the Board Nomination and
Appointment policy, which provides a structured framework for
identifying, assessing, and appointing directors. This policy
ensures that the process is transparent, rigorous, and aligned with
both regulatory requirements and the Bank’s strategic needs. The Board approves the candidate’s
nomination and the commencement of the
regulatory process.
When appointing directors, the Board considers the minimum
regulatory requirements outlined in the Companies Act and the
Banking Act. Additionally, a comprehensive skills matrix is utilised
to identify any gaps in the Board’s collective expertise. This
ensures that new appointments bring the necessary skills, The Bank of Botswana conducts a fit-and-
qualifications, and experience to address both current and future proper assessment and provides a statement
needs, enabling the Board to lead with impact on a forward- of no objection.
looking basis.

A rigorous assessment process is undertaken for prospective
directors, including enhanced due diligence, in line with the Bank
of Botswana’s fit and proper requirements. This ensures that all The Board approves the candidate as a
directors are well-equipped to contribute impactfuly to the Bank’s director.
governance and strategic direction. Candidates are evaluated on
their skills, experience, availability, possible conflicts of interest
and likely fit. Demonstrated integrity, proven leadership and other
time commitments are also considered. In accordance with the
Companies Act and the Bank’s Constitution, a director appointed The director retires at the next AGM and is
by the board holds office until the first annual general meeting re-elected by shareholders.
after their appointment, when their appointment is presented to
shareholders for approval.

Appointments and resignations
During 2024, the Board saw three resignations, and these were followed by the appointment of four new directors, three independent
non-executive directors and a second executive director. These appointments were made in full compliance with the Bank’s Nomination
and Appointment Policy for Directors and the Bank of Botswana Corporate Governance Guidelines, ensuring that the process was
transparent, merit-based, and aligned with the Bank’s strategic objectives. The following appointments and resignations were recorded
during the 2024 financial year, with all new directors only assuming office after approval by the Bank of Botswana:
Appointments
Michael Kgengwenayne Independent Non-Executive Director 19 April 2024
Richard Christopher Irvine Independent Non-Executive Director 15 May 2024
Dr Agnes Tsholofelo Khunwana Independent Non-Executive Director 14 August 2024
Realeboga Phoi Executive Director 14 August 2024

Resignations
Philippus Rudolph De-Wet Independent Non-Executive Director 22 March 2024
Mohamed Ismail Independent Non-Executive Director 22 March 2024
Antonio Caroto Coutinho Non-Executive Director 29 November 2024

Board induction
The induction of new directors is a vital process that equips the directors with the necessary knowledge and tools for effective board
participation, aligning them with the Bank's strategic objectives and governance framework. For the financial year 2024, the newly
appointed directors have been formally inducted following the completion of all necessary appointment processes, including regulatory and
governance approvals. In line with the King IV Code and corporate governance best practices, the induction ensures directors are well-
prepared to fulfil their roles effectively. Key elements of the induction include understanding the Bank's purpose, vision, and values;
familiarising directors with governance structures, compliance requirements, and the Bank’s founding documents, mandates, legislation,
policies, and minutes of previous meetings; and promoting sound corporate governance principles as the core of the business operation.
The process also facilitates relationship-building within the board and with management through one-on-one meetings with the Company
Secretary, Chief Executive, Chairman, and Committee Chairpersons. These engagements provide a deep understanding of the Bank’s
operations and strategic priorities. Following the induction, continuous engagements are held to address further questions, provide
additional insights, and ensure directors remain well-informed and confident in fulfilling their roles. This approach establishes a foundation
for ongoing learning and development, enhancing board effectiveness and stability. Ultimately, this robust induction program prepares
directors to meet challenges, drive sustainable growth, and reinforce the Bank’s commitment to stakeholder inclusivity, compliance, and
ethical leadership.