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50 EXECUTING OUR STRATEGY | Our Corporate Governance Principles
PRINCIPLE 9
Evaluation and Performance of the Board
The Board ensures that the evaluation of its own performance, and that of its committees,
its Chair, and its individual members supports continued improvement in its performance
and effectiveness.
To review its effectiveness the Board has used a combination of the following:
Face-to-face feedback sessions, mandate compliance self-reviews and structured Board Evaluations.
Face-to-face feedback sessions are informal where the Chairman periodically engages with the Directors individually to give and
receive feedback on areas of improvement.
Mandate self-reviews entail a detailed assessment of the board and board committees’ compliance with the provisions of their
respective mandates. This is done annually and involves each committee reviewing its own performance against the mandate and
thereafter attesting to the board that the committee has met it mandate. All committees conducted self-reviews and attested to the
Board to have fulfilled their mandate.
In the reporting period the Board commissioned an external evaluation of Board and Board Committees effectiveness. The evaluation
formats took the form of a detailed questionnaire shared with directors electronically. The questionnaire was supplemented by
structured individual interviews with each of the directors. The evaluation covered an assessment of the full board; all committee
assessments; individual director assessments; Chairperson’s Assessment; and the support rendered by the Company Secretary
function. The results of the external evaluation indicated that overall, board and committee performance was effective. The evaluation
determined that the Board had a clear understanding of the company’s core business, strategic direction, and all other resources
necessary to meet its objectives. The size of the Board was considered adequate to ensure effectiveness and overall, the board was
operating effectively across the evaluated themes.
Key Findings
The key findings from the evaluation included the following:
The content of the Board and Board Committee charters aligned with the requirements of prevailing legislation and
regulations including the Banking Act, the Bank of Botswana Guidelines on Corporate Governance for Banks/Financial
Institutions, King IV and the Governance Framework adopted by the Bank.
Board/Committee Agendas were clear and provided a flow of information through the meeting.
The reports received by the Board were such as to enable the board to be the custodian of and the focal point of corporate
governance.
There is a good balance (representation) of Directors in the Board, with most Directors being independent.
The Board had set up critical committees and had defined the roles and responsibilities of the Committees.
Independent Director remuneration was appropriate, reasonable, and fair given the time and services they provide to the
Board.
The Board agreed on an action plan to address the areas of improvement raised. Training was organised by the Company
Secretary function taken into consideration the specific training needs requested by the Board. The Board finalised its
succession plan; The Board at its meetings continued to reflect on stakeholder identification and engagement and this remains
a key focus for the Board.
The Board is satisfied that the evaluation process is improving its performance and effectiveness and will continue to find ways
to ensure effectiveness in all areas.
