Corporate Governance
Access Bank (Ghana) Plc (‘the Bank’) recognizes that good corporate governance is crucial for building trust, ensuring long-term success and promoting ethical business practices. It ensures accountability, fairness and transparency in the Bank’s relationship with its stakeholders. It also provides the structure through which the objectives of the Bank are set and the means to attaining such objectives.
The Bank’s Corporate Governance Framework which provides the basis for promoting sound corporate governance in the Bank is guided by the Constitution of Access Bank (Ghana) Plc, the Companies Act, 2019 (Act 992), the Banks and Specialized Deposit-Taking Institutions Act, 2016 (Act 930), the Securities Industry Act, 2016 (Act 929), the Securities and Exchange Commission Corporate Governance Code for Listed Companies 2020 (SEC/CD/001/10/2020), the Bank of Ghana (BOG) Corporate Governance Directive 2018, among others.
The purpose of the Corporate Governance Framework is to provide insights into the Bank’s governance framework, demonstrating the Bank’s commitment to implementing the best global practices of corporate governance to enable the Board to discharge its oversight functions whilst providing strategic direction for Management and the Bank. By adhering to the Corporate Governance Framework, the Bank can ensure that Management will operate in a manner that is transparent, accountable, and aligned with the interests of all stakeholders, thereby maintaining public trust and confidence in the financial system.
Corporate Structure
The Board of Directors play a pivotal role in overseeing the Bank's operations and ensuring that Management act in the best interests of Shareholders and other stakeholders. The Board is responsible for setting the Bank's strategic direction, approving policies, and monitoring the performance of Management. To fulfil its mandate and assist with the performance of its oversight function, the Board has in place five (5) standing committees which are the Audit Committee, the Risk Management and Payment Systems Committee, the Credit Committee, the Governance, Remuneration and Nominations Committee and the Cyber Security and Information Technology Committee. The duties, responsibilities, conduct and expectations of each Committee are stated in the Terms of Reference provided for in the Board of Directors’ Charter. Each Committee’s duties are also outlined in its Charter.
Shareholders’ meetings
are duly convened and held in line with the Constitution of the Bank for the purpose of deliberating on issues affecting the Bank and to serve as a medium for fostering interaction between the Board, Management and Shareholders. Attendance at Annual General Meetings is open to Shareholders or their proxies while proceedings at such meetings are usually monitored by representatives of the Office of the Registrar of Companies, Ghana Stock Exchange, Bank of Ghana and Securities and Exchange Commission. The Company Secretary ensures that Shareholders are provided with adequate notice of General Meetings. An Extraordinary General Meeting may also be convened by the Board at the request of a Shareholder holding not less than one-twentieth of the shares of the Bank.
A Performance Evaluation is carried out on the Board at least once a year by an external consultant. The evaluation is conducted to assess the Board, its Committees, the Chairperson and the Company Secretary in order to review the effectiveness of the Board’s governance practices and procedures and to determine where improvements may be required. The outcome of the performance evaluation of the Board and individual Directors are used as a guide in deciding eligibility for re-election and/or renewal of tenure.
This occurs through a fair and transparent process and serves as a medium for fostering interaction between the Board, Management and Shareholders. Attendance at the Annual General Meeting is open to shareholders or their proxies while proceedings at such meetings are usually monitored by members of the press, representatives of the Ghana Stock Exchange, Auditors, and Securities and Exchange Commission. The Board ensures that shareholders are provided with adequate notice of the Meeting. An Extraordinary General Meeting may also be convened at the request of the Board or Shareholders holding not less than 10% of the Bank’s paid- up capital.
Standing Committees
The Board carries out its oversight function through its standing committees each of which has a charter that clearly defines its purpose, composition, structure, frequency of meetings, duties, tenure and reporting lines to the Board. In line with best practice, the Chairman of the Board does not sit on any of the committees. The Board’s four standing committees are: The Board Audit Committee, the Board Risk Management Committee, the Board Governance and Remuneration Committee and the Board Credit & Finance Committee.
- Board Audit Committee
- Board Risk Management Committee
- Board Credit and Finance Committee
- Board Governance and Remuneration Committee
- Executive Committee
- Management Committees
- Cyber and Information Security Committee
- Board Audit Committee: The Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of the Bank’s financial statements and the financial reporting process; the independence and performance of the Bank’s internal and external auditors; and the Bank’s system of internal control and mechanism for receiving complaints regarding the Bank’s accounting and operating procedures. The Bank’s Chief Internal Auditor and Chief Compliance Officer have access to the Committee and make quarterly presentations to the Committee.
- Board Risk Management Committee: The Committee assists the Board in fulfilling its oversight responsibility relating to establishment of policies, standards and guidelines for risk management, and compliance with legal and regulatory requirements in the Bank. In addition, it oversees the establishment of a formal written policy on the overall risk management system. The Committee also ensures compliance with established policies through periodic reviews of reports provided by management and ensures the appointment of qualified officers to manage the risk function. The Committee evaluates the Bank’s risk policies on a periodic basis to accommodate major changes in internal or external environment.
- Board Credit and Finance Committee: The Committee considers and approves loan applications above certain limits (as defined by the Board from time to time) which have been approved by the Management Credit Committee. It also acts as a catalyst for credit policy changes. Given the number of credit requests requiring the Committee’s approval and the need for expeditious approval of credits, credits are circulated amongst the members for consideration and approval between Board Committee Meetings.
- Board Governance and Remuneration Committee: The Committee advises the Board on its oversight responsibilities in relation to compensation, benefits and all other human resource matters affecting the directors and employees of the Bank. Specifically, the committee is responsible for determining and executing the processes for board appointments, recommending appropriate remuneration for directors (both executive and non-executive) and approving remuneration for all other members of staff. The objectives of the Committee include ensuring that the Bank’s human resources are maximized to support the long term success of the institution and to protect the welfare of all employees.
- Executive Committee: The Executive Committee (EXCO) is made up of the Managing Director as Chairman and all the Executive Directors and management team as members. The Committee meets to deliberate and take policy decisions on the management of the Bank. It is primarily responsible for the implementation of strategies approved by the Board and ensuring the efficient deployment of the Bank’s resources.
- Management Committees: These are standing committees made up of senior management of the Bank. The Committees are also risk driven and are set up to identify, analyse and make recommendations on risk pertaining to the Bank’s day to day activities. They ensure that the risk limits set by the Board and the regulatory bodies are complied with and also provide inputs to the various Board Committees in addition to ensuring the effective implementation of risk polices. They meet as frequently as risk issues occur and take actions and decisions within the confines of their respective powers.
The management committees include Management Credit Committee, Asset and Liabilities Committee, Enterprise Risk Management Committee, Criticized Assets Committee and IT Steering Committee.
-
- Cyber and Information Security Committee :The Committee is responsible for assisting the Board in fulfilling its oversight responsibility relating to the establishment of policies, standards and guidelines for Cyber and Information Security Risk Management and compliance with legal and regulatory requirements in the Bank, reviewing the Bank’s Information Technology (IT) data governance framework to ensure that IT data risks are adequately mitigated, and reviewing the Bank’s digital business and IT Department’s processes
Succession Planning
The Bank has a Succession Planning Policy which was approved by the Board. Succession Planning is aligned to the Bank’s performance management process. The policy identifies eleven (11) key positions including Country Managing Director positions for all Access Bank operating entities in respect of which there will be formal succession planning, the Bank’s policy provides that potential candidates for the other positions shall be identified at the beginning of each financial year by the Human Resources Head, based on performance and competencies.
Code of Ethics
Access Bank has articulated a “Code of Conduct” which specifies expected behaviour of its staff. The Code requires that each Bank staff shall read the Code of Conduct document and sign a confirmation that they have read and understood the document upon employment. In addition, there is a re-affirmation process that requires each member of staff to confirm understanding of and compliance with the Code of Conduct at least once in each year. The Bank has a Compliance Manual, which provides guidelines for addressing violations/breaches and ensuring enforcement of discipline with respect to staff conduct. The Bank also has a Disciplinary Guide which provides sample offences/violations and prescribes disciplinary measures to be adopted in various cases. The Head of Human Resources is responsible for the design and implementation of the “Code of Conduct” while the Chief Compliance Officer is responsible for monitoring and ensuring compliance.
Whistle Blowing
Access Bank has a Whistle Blowing policy which provides the procedure for reporting suspected breaches of Access Bank’s internal policies, laws and regulations. There is a special e-mail address and telephone hotline dedicated for whistle-blowing. The Bank’s Chief Compliance Officer (CCO) is responsible for monitoring and reporting on Whistle Blowing.
