By Kimberly Erriah-Ali – Group General Counsel and Corporate Secretary, Republic Bank Limited and Republic Financial Holdings Limited
On December 16, 2015, Republic Financial Holdings Limited (RFHL) was established in order to facilitate the restructuring of the Republic Group. This restructuring ensured that Republic Bank Group is in line with international best practices to facilitate future growth.
Following this change, RFHL became the parent company for several subsidiaries, including the following banks: Republic Bank Limited (formerly Fincor); Republic Bank (Barbados) Limited; Republic Bank (Grenada) Limited; Republic Bank (Guyana) Limited; Republic Bank (Cayman) Limited; Republic Bank (Ghana) Limited and Republic Bank (Suriname) N.V.
The Board of Directors of RFHL continues to be committed to maintaining the highest standards of corporate governance. To this end, there is continuous monitoring and updating of Republic Bank’s internal systems in order to ensure standards reflect best international practice, tailored to the specific needs of the members of the Group. In this regard, RFHL has adopted the Trinidad and Tobago Corporate Governance Code on the ‘apply or explain’ basis.
The Group has 10 principles of corporate governance that summarise the objectives of the Board and provide a framework for the manner in which it functions and discharges its responsibilities. These principles support the Board’s aim of promoting strong, viable, competitive corporations and are in line with the Group’s core values of integrity, professionalism, customer focus, respect for the individual and results orientation.
The 10 principles are:
1. Lay solid foundations for management and oversight.
The Board is responsible for:
- Oversight of the Bank, including its control and accountability systems
- Appointing and removing the managing Director, deputy managing Director, executive Directors and senior management
- Formulation of policy
- Input into and final approval of management’s development of corporate strategy and performance objectives
- Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance
- Monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available
- Approving and monitoring financial and other reporting
- Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures
- Approving credit facilities in excess of a defined amount
- Updating and maintaining organisational rules and policies to keep in step with changes in the banking industry
This framework for management and oversight is designed to:
- Enable the Board to provide strategic guidance for the Bank and effective oversight of management
- Clarify the respective roles and responsibilities of Board members and senior executives in order to facilitate Board and management accountability to both the Bank and its shareholders
- Ensure a balance of authority so that no single individual has unfettered powers
2. Structure the Board to add value
The Group must ensure that there is a balance of independence, diversity of skills, knowledge, experience, perspective and gender among the Directors. It should have a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. The Board is structured in such a way that it:
- Has a proper understanding of, and competence to deal with, the current and emerging issues of the business
- Can effectively review and challenge the performance of management and exercise independent judgement
3. Promote ethical and responsible decision-making
The Board ensures that the Bank promotes ethical and responsible decision-making and complies with all relevant policy, laws, regulations and codes of best business practice using the Group’s ethics and operating principles. The ethics and operating principles address the following matters: conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection of and use of the Group’s assets, compliance with laws and regulations and encouraging the reporting of unlawful/unethical behaviour.
4. Safeguard integrity in financial reporting
The Board has a structure in place to independently verify and safeguard the integrity of the holding company’s financial reporting, including the internal audit department headed by the chief internal auditor and the establishment, as required by law, of the audit committee, to which the chief internal auditor reports.
The existence of an independent audit committee is recognised internationally as an important feature of good corporate governance and is required by the Financial Institutions Act.
The Group’s internal audit is also governed by a charter, which sets out the roles and responsibilities of internal audit, the professional standards by which it is to be governed, the staff’s authorities and organisation and emphasises the independence of internal audit in the Bank’s organisational structure. Each audit committee is also guided and governed by its own terms of reference.
5. Make timely and balanced disclosure
The Board shall promote timely and balanced disclosure of all material matters concerning the Bank. To achieve this the Bank has put in place structures designed to ensure compliance with the relevant legislation and to ensure accountability at a senior management level for that compliance, such that:
- All investors have equal and timely access to material information concerning the Bank – including its financial situation, performance, ownership and governance
- Bank announcements are factual and presented in a clear and balanced way. ‘Balance’ requires disclosure of both positive and negative information
6. Respect the rights of shareholders
The Board respects the rights of shareholders and facilitates the effective exercise of those rights. To this end, the Board has a responsibility, for ensuring that a satisfactory dialogue with shareholders takes place. In furtherance of this responsibility the Board empowers the shareholders by:
- Communicating effectively with them
- Giving them ready access to balanced and understandable information about the Bank
- Making it easy for them to participate in general meetings
The Board has a responsibility to review the adequacy and effectiveness of the bank’s risk management strategies and review and approve the Bank’s risk management framework. To achieve this, the Group has developed an enterprise risk management policy and a risk appetite statement that governs the manner in which risk is managed in the Group. In addition, there is a Group chief risk officer as well as the enterprise risk committee (ERC). The Group chief risk officer and the ERC make recommendations and the Board approves and implements:
- The Bank’s risk appetite framework, tolerance, limits and mandates, taking into account the Bank’s capital adequacy and the external risk environment
- Strategic or material transactions, focussing on risk and implications for the risk appetite and tolerance of the bank
- Oversight and maintenance of a supportive risk culture throughout the Bank
- Risk assessment, including risk assessment processes, identifying and managing risk and monitoring and understanding the risk profile of the Bank
- Risk monitoring and reporting, including adequacy and effectiveness of the technology infrastructure
- Risk management function
8. Encourage enhanced performance
The Board is committed to encouraging enhanced Board and management effectiveness through periodic performance evaluations and reviews. The Board also ensures that Directors and key executives are equipped with the knowledge and information they need to discharge their responsibilities effectively.
Management is required to supply the Board with information in a form, time frame and quality that will enable the Board to discharge its duties and responsibilities. When needed, the Board has access to the advice of both in-house counsel, the Bank’s external counsel and other independent professional advice, if necessary.
9. Remunerate fairly and responsibly
The Board shall ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined. To achieve this, the Bank has adopted remuneration policies that attract and maintain talented and motivated employees so as to encourage enhanced performance of the Bank. It is important that there is a clear relationship between performance and remuneration. The Bank has designed its remuneration policy in such a way that it:
- Motivates management to pursue the long-term growth and success of the Bank within an appropriate control framework
- Demonstrates a clear relationship between key executive performance and remuneration
10. Recognise the legitimate interests of stakeholders
The Bank is subject to a number of legal requirements that affect the way business is conducted. These include contractual requirements, banking practice, compliance, consumer protection, respect for privacy, employment law, occupational health and safety, equal employment opportunity and environmental controls.
In addition to its obligation to its stakeholders, the Bank has other obligations to non-shareholders such as employees, customers and the community as a whole.
The Board has a responsibility to set the tone and standards with respect to the corporate social responsibility of the Bank and to oversee adherence to these. The Group’s ethics and operating principles, which state the value and policies of the Bank assists the Board in this task and acts as a guide for employees and management in conducting business and general behaviour.
About the Author:
Kimberly Erriah-Ali is Group General Counsel and Corporate Secretary, Republic Bank Limited and Republic Financial Holdings Limited, is an attorney-at-law with 20 years of experience; having received her Bachelor of Laws (LL.B) (Hons.) from the University of the West Indies, and her Legal Education Certificate from The Sir Hugh Wooding Law School, Trinidad, Ms. Erriah was admitted to practice as an Attorney-at- Law in the Supreme Court Trinidad and Tobago in 1998. She has served as Corporate Secretary on the Board of Republic Bank (Grenada) Limited and has served as Corporate Secretary to Republic Bank subsidiaries: Republic Finance and Merchant Bank Limited and London Street Project Company Limited.
Ms. Erriah holds an MBA from the Heriot-Watt University, with electives in Mergers & Acquisitions and Corporate Governance, is certified under the Association of Certified Anti-Money Laundering Specialists (ACAMS), and is a Certified Practitioner in Anti-Money Laundering from the Florida Institute of Bankers Association via Florida International University. She brings to bear a wide range of expertise in Corporate and Commercial Law, Conveyancing, Trusts, Landlord and Tenant Law, Intellectual Property, Estates, and Litigation.