Page 39 - Stanbic Bank IR 2024

STANBIC BANK BOTSWANA LIMITED | Integrated Report 2024 37

PRINCIPLE 2

Organisational Ethics

The Board governs the ethics of the Bank in a way that supports the establishment of an
ethical culture.
The Board as a collective and led by the Chairman, is responsible to ensure that its conduct and that of Management in the way they
make decisions and engage with stakeholders is aligned with the Standard Bank Group’s values and the code of ethics and conduct. The
Board and Management are therefore expected to set the ethical tone from the top and to exemplify ethical conduct. They are expected
to be the example of ethical leadership.

The groupwide personal account trading policy, as well as the directors’ and prescribed officers’ dealing in group securities policy,
prohibit directors and employees from trading in securities during closed periods, as well as during self-imposed embargo periods. In
addition, certain nominated employees are prohibited from trading in designated securities due to the price-sensitive information they
may obtain in their positions. Compliance with policies is monitored on an ongoing basis and any breaches are dealt with according to
the provisions of the applicable policy.
The Board has adopted the following Policies to ensure ethical conduct in the Bank:

The Directors Code of Anti Bribery and Corruption
Conduct and Ethics Policy Policy

The Policy aims to ensure the Bank and its associated
This Policy is designed to ensure that Conflicts of
interest are managed fairly between SBBL and its persons operate in compliance to all applicable Anti Bribery
Directors; and business is conducted with the highest and Corruption laws, rules and standards thereby ensuring
standards of professional behaviour, business conduct that the Bank maintains a culture that actively seeks to
and sustainable banking practices. The Policy requires prevent bribery and corruption and thereby ensuring that
that directors should conduct themselves honestly, in the Bank’s business is conducted with integrity and
good faith and in the best interests of the Bank and that transparency.
they at all times execute their duties with due care and
diligence whilst also ensuring that they disclose any
real or potential conflict of interest that they may have
regarding any matter that may come before the Board or
its Committees. The Policy requires that a Director Whistleblowing Policy
should abstain from discussions and voting on any
matter in which the Director has or may have a conflict This Policy promotes the disclosure of information by
of interest. Minutes of meetings should also reflect such employees and external parties on actual and/or suspected
declarations and conflicts, and how these were acts of fraud, corruption and other unethical practices
managed.
which are occurring, occurred in the past or are likely to
occur in the future. The Policy provides for the protected
disclosure of any attempted, suspected, or actual unlawful,
irregular and/or unethical behaviour that employees,
Conduct Risk Policy non-employees and/or other third parties come across in
the Bank. It is therefore an avenue that enables employees
The main purpose of the Conduct Risk Policy is to curb and other stakeholders to seek advice or report concerns
inappropriate conduct and behaviour in the execution of about unethical or unlawful behaviour on a confidential
business activities of the Bank. The Policy ensures that basis. Information on the Whistleblowing Policy and
there is monitoring and oversight of Conduct Risk and processes as well as training is provided to staff on a regular
that such monitoring and oversight is effective. basis.

The Board has further delegated responsibilities to its Board Committees to consider and review, at least quarterly, reports from
Management on ethics, conduct and culture in the Bank. The Mandate of the Board Audit Committee provides that the Committee is to
monitor investigations on financial crime, monitor ethical conduct of the Bank’s senior management, and review reports on violations of
the Code of Ethics. The Committee further reviews the procedures established for employees to make confidential submissions
regarding inappropriate accounting and other business matters.

The Risk Committee has the delegated responsibility to monitor matters of conduct on behalf of the Board and is required to review risk
and conduct matters which include the review of processes put in place to disclose of information to customers, manage and resolve
customer complaints and compliance with the code of ethics. For the reporting period the Board Risk Committee considered Risk and
Conduct Reports on a quarterly basis.

The Board Remuneration Committee reviews the recognition and reward system to ensure alignment to the Remuneration Policy. The
Remuneration Policy requires that the Bank should measure and reward for value delivered by employees but should also make
adjustment for risk assumed including unethical conduct.