Page 53 - Stanbic Bank IR 2024

STANBIC BANK BOTSWANA LIMITED | Integrated Report 2024 51

PRINCIPLE 10

Appointment and Delegation to Management

The board ensures that the appointment of and delegation to management
contributes to role clarity and the effective exercise of authority and responsibilities.

The Board is responsible for appointing the Chief Executive and has, without abdication of accountability, delegated the
responsibility for the day-to-day management of the Bank to the Chief Executive. The Board has set the direction and
parameters for the powers which are to be reserved for itself, and those that are to be delegated to management via the Chief
Executive. The Chief Executive, supported by the Country Leadership Council, is charged with responsibility to implement the
Board-approved strategy. Ultimate executive decision-making powers and accountability remain vested with the chief
executive. The Country Leadership Council members exercise powers in accordance with their delegated authority.

On an annual basis, the Board reviews the Bank’s delegation of authority framework, including assessment of the
appropriateness of the financial limits outlined therein. The Company Secretary monitors effective implementation of the
authority delegated to the CE. Whilst delegating authority to management the Board has, through the Constitution and the
Board of Directors Mandate, reserved certain powers for itself.
The Board keeps abreast of succession planning for key management and critical roles. During the reporting period the Board
reviewed the management succession plans and was satisfied that the plans ensure continuity.
Directors have access to the services of the Company Secretary. During the external evaluation commissioned by the Board,
who is neither a member of the board nor a prescribed officer of the group. The board considered the support and
competence, of the Company Secretary and concluded that she was competent to carry out her duties and was satisfied that
an arm’s length relationship existed between itself and the Company Secretary.
The Board has adopted an Independent Professional Advice Policy, which sets out the principles for obtaining professional
advice and process to be followed to access such. The Board has access to members of management and employees of the
company.
The Board is satisfied that the delegation of authority framework contributes to role clarity and the effective exercise of
authority within the Bank.

PRINCIPLE 11

Risk Governance

The Board governs risk in a way that
supports the Bank in setting and
achieving its strategic objectives.

The Board is ultimately responsible for governance of
risk. However, this function has been delegated to the
Board Risk Management Committee (BRMC) for more
focus. BRMC ensures oversight over the governance of
risk by setting the direction for how the Bank’s risk
management should be approached and addressed. The
Committee regularly reviews and assesses the
adequacy and effectiveness of the risk management
framework by ensuring that risk management standards
and policies are in place which support the Bank’s
strategy, are fit for purpose, and are effective
operationally. It evaluates and agrees the nature and
extent of opportunities and associated risks that the
Bank is willing to take in pursuit of its strategic
objectives and supports a climate of discipline and
control.