Page 43 - Stanbic Bank IR 2024

STANBIC BANK BOTSWANA LIMITED | Integrated Report 2024 41

PRINCIPLE 6

Role and Responsibilities of the Board
The Board serves as the focal point and custodian of corporate governance in the
Bank.

The Board has overall responsibility for governance in the Bank and retains effective control through the Corporate
Governance Framework. The Framework includes its corporate governance structure, Board and Board committee
mandates, and other applicable standards, frameworks, and policies. Through this Governance Framework, the board
oversees the Bank’s strategic direction, financial goals, resource allocation and risk appetite, and holds executive
management accountable for execution.
The Board also ensures that executive management sets the tone for good governance, based on the Standard Bank
Group’s values and code of ethics and conduct, and that these are integrated in a way that supports the Bank’s
operations at all levels.

PRINCIPLE 7

Composition of the Board

The Board comprises the appropriate balance of knowledge, skills, experience,
diversity, and independence for it to discharge its governance role and
responsibilities objectively and effectively.

The Board is made up of a balanced mix of knowledge, skills, and experience, drawn from diverse backgrounds, with
careful consideration on gender and age representation. This approach enhances the Boards ability to provide strategic
direction, oversight, and leadership that is effective and objective.
Through the guidance of the Board Remuneration Committee, the Board regularly reviews its composition with a view to
continuously look for opportunities to enhance its effectiveness by extracting value from its diverse experience, tenure,
skills, knowledge, and independence of its members. The Board regularly considers its succession plans with due
consideration to exits from the Board of any kind. The size of the Board and its composition are considered appropriate
for the execution of its duties objectively and effectively.

Skills Matrix Summary

Our Board of Directors have collective skills and diverse expertise, and these are paramount in providing effective oversight and
governance in the running of the Bank. As a unitary board, their combined experience, qualifications, and independent perspectives
enable them to offer informed guidance, rigorous oversight, and constructive challenge, ensuring the Bank’s strategic objectives
are met while maintaining robust governance standards. The Board’s ability to leverage its diverse skill set fosters integrated
thinking, which is essential for aligning the Bank’s strategy with sustainable value creation. Non-executive directors, specifically,
play a critical role by providing independent and objective judgement, monitoring executive management’s performance, and
ensuring that strategic delivery remains within the approved measures and this collective approach not only enhances the Bank’s
strategic agility but also strengthens its resilience in navigating complex and dynamic environments. By fostering a culture of
accountability, innovation, and ethical leadership, the Board ensures the Bank remains well-governed, stakeholder-focused, and
capable of delivering long-term value, thereby upholding the principles of King IV and demonstrating corporate governance
excellence.