Page 45 - Stanbic Bank IR 2024

STANBIC BANK BOTSWANA LIMITED | Integrated Report 2024 43

PRINCIPLE 7 (continued)

Ongoing Director Education Rotation of Directors

Ongoing director education is a key contributor towards Through its Constitution, the Bank has set a process
the Board’s awareness of trends as well as skill for rotation of non-executive directors. The Constitution
development to empower directors to provide more provides that at least one-third of the non-executive
effective oversight of the Bank. Directors are kept abreast directors are required to retire at the Annual General
of applicable laws and regulations, changes to legislation, Meeting (AGM). Non-executive directors who retire by
standards and codes, and relevant financial sector rotation and are available and eligible, may stand for
developments that could affect the Bank and its re-election at the same AGM.
operations. Continuing board education sessions are
scheduled in advance to ensure full board participation.
Ongoing director education ensures that the board has
both the awareness of relevant trends and the appropriate
skills to offer relevant counsel and provide effective Independence Assessment
oversight on a forward-looking manner for the long
sustainability of the Bank.
The Bank of Botswana Guidelines on Corporate
Governance defines independence of a directors as an
During the year under review the following training topics
were considered: individual who is neither a shareholder, a representative
of a shareholder, an employee of the Bank or its related
party or holding company. King IV adds that there
„ Corporate Governance
„ Fiduciary Responsibilities should be no interest, position, association, or
„ Common and Statutory Law of Directors relationship, that from the perspective of a reasonable
„ Conflicts of Interest and informed third party, is likely to influence unduly or
„ Financial Performance Interpretation cause bias in decision-making.
„ Accounting Policies/Standards
„ ESG Trends, Risks, and Opportunities On an annual basis, the Board deliberates and approves
„ Data Privacy the categorisation of directors as independent after an
„ Cyber Security assessment of each director. The assessment process
„ IT Integration includes a self-assessment by each director as well as
consideration of each director’s circumstances by the
Board.
To promote and enhance diversification, transparency
and independence of the Board, the representation of
the related persons of the board is restricted to
one-third of the board membership in line with the
Bank of Botswana Guidelines on Corporate
Governance.
For the year under review, 10 of the non-executive
directors retained their independence status, with none
being declassified as such. The Board has 1 non-
executive director who is classified as a related person,
which is within the threshold set by the Bank of
Botswana Guidelines on Corporate Governance.

Separation of Roles and
Responsibilities
With a view to balancing power dynamics, enhancing the
Board’s independence, managing conflict of interest
Board Succession and to improve oversight and accountability, the role of
Board Chair is separate from that of the Chief Executive.
There is a clear division of responsibilities. In addition,
The Board remains focused on ensuring that there is a
plan in place for the continuity of an effective Board to care is taken to ensure that no single director has
enable oversight and governance over the Bank. In the unfettered powers in the decision-making process.
reporting period, the Board reviewed the Board
succession plan taking into consideration tenure
requirements, stipulated requirements for committee
composition, skills, and diversity gaps. The Board will
maintain this focus on board effectiveness and succession
plan to ensure provision for continuity when there is
leadership transition or any other eventuality, and to
assure the maintenance of the Board’s effectiveness and
the long-term sustainability of the Bank.