Annual Financial Statements 2020

4 INTRODUCTION CORPORATE GOVERNANCE REPORT CONTINUED STANDARD BANK NAMIBIA LIMITED Annual financial statements 2020 5 Board effectiveness and evaluation An annual evaluation of board performance is conducted, to assess the achievement of goals set against its objectives. The aim of the evaluation is to assist the board in improving its effectiveness. The outcome of the evaluation is discussed at a board meeting and any areas of concern are addressed. Relevant action points are also noted for implementation. Executive directors do not participate in discussions regarding management performance or remuneration. Education and induction The company secretary arranges an appropriate induction programme for new directors. This includes an explanation of their fiduciary duties, responsibilities and arranging visits to operations, where discussions with management facilitate an understanding of the company's affairs and operations. Directors are regularly appraised, wherever relevant, of any new legislation and changing commercial risks that may affect the affairs of the company. In terms of the mandate of the board, directors can obtain independent professional advice in order to act in the best interests of the company, at the cost of the company. Such a director also has unrestricted access to the chairman, executive directors and the company secretary. Board committees Each board committee's mandate sets out the role, responsibilities, scope of authority, composition and procedures to be followed. All board committee mandates were reviewed in 2020 to take into account amendments to relevant legislation and the requirements of the Namcode. Board audit committee The board audit committee (BAC) assists the board in discharging its duties relating to the safeguarding of assets and evaluation of internal control frameworks within Standard Bank Namibia and any of its subsidiary companies. The BAC reviews BOARD AUDIT COMMITTEE 2020 B Rossouw (chairperson) N Bassingthwaighte P Nyandoro Attended A - Apologies Board credit committee The purpose of the board credit committee (BCC) is to ensure that effective credit governance is in place in order to provide for the adequate management, measurement, monitoring and control of credit risk, including country risk. The BCC has the right to recommend to the board the roles and responsibilities for the credit risk management committee, with clearly defined mandates and delegated authorities as defined in the bank's credit standards. BOARD CREDIT COMMITTEE 2020 and assesses the integrity and effectiveness of the accounting, financial, compliance and other control systems. Some of the duties and responsibilities assigned to the audit committee are as follows: ⚫ to review the audit plan with the external auditors, with specific reference to the proposed audit scope and approach to the company's activities falling within the high risk areas, the effectiveness of the audit and audit fee ⚫ to review the accounting policies adopted by the company and all proposed changes in accounting policies and practices, and recommend such changes where these are considered appropriate in terms of International Financial Reporting Standards (IFRS) ⚫ to review the company's interim and audited annual financial statements and all financial information intended for distribution to the shareholders and the general public, prior to submission to the full board and to consider the adequacy of disclosures ⚫to assess the performance of financial management and review the quality of internal accounting control systems and reports produced by financial management to review the basis on which the company has been determined a going concern and make a recommendation to the board ⚫ to review the company's compliance plan, and to consider reports and letters received from banking supervisory authorities and other regulatory bodies, and management's responses thereto where they concern matters of compliance and the duties and responsibilities of the board of directors of the company ⚫ to monitor ethical conduct of the company and executives and other senior officials and to review reports from management on violations of the code of ethics. 19 Feb 2020 Q1 28 April 2020 Q2 23 July 2020 Q3 12 Aug 2020 (Special BAC) 18 Nov 2020 Q4 ✓ A The board assigned the following duties and responsibilities to the committee: adoption of the company's credit standards ⚫ to ensure that all committees within the credit governance structure operate within clearly defined mandates and delegated authorities, as delegated to them by the board ⚫ to ensure that an appropriate credit framework and structure exists. Board risk committee The board risk committee has the responsibility of reviewing and recommending the risk philosophy, strategy and policies for approval and adoption by the board of directors. The committee assists the board in the discharge of its duties relating to the corporate accountability and associated risks in terms of management, assurance and reporting. BOARD RISK COMMITTEE 2020 I Tjombonde (chairperson) B Rossouw N Bassingthwaighte* P Schlebusch * - Appointed July 2020 ✓ - Attended A - Apologies Board IT committee 12 Feb 2020 Q1 21 April 2020 Q2 22 July 2020 Q3 17 Nov 2020 Q4 N/A A N/A The board IT subcommittee has the authority to review, monitor and provide guidance on matters related to Standard Bank Namibia' IT strategy, operations, policies and controls. BOARD IT COMMITTEE 2020 I Tjombonde (chairperson) B Rossouw* H Maier P Schlebusch * - Appointed November 2020 Board HC committee Attended A - Apologies The role of the board HC subcommittee is to: ⚫ provide oversight on the compensation of senior management and other key personnel and ensure that compensation is consistent with the company's culture, objectives, strategy and control environment perform other duties related to the bank's compensation structure in accordance with applicable laws, rules, policies and regulations. The term 'compensation' includes salary, allowances, long-term incentives, bonuses, severance arrangements and other benefits, rights or remuneration received under the company's policies. The goal of the subcommittee is to maintain compensation policies, which will attract and retain the highest quality senior managers, which will reward the senior managers for the company's progress and enhancement of shareholder value. Another objective of the subcommittee is to consider and evaluate nominations made for the appointment of independent, non-executive and/or executive directors to sit on the board of directors and to recommend fees for the directors. BOARD HUMAN CAPITAL 2020 2020 Q4 J Muadinohamba (chairperson) P Nyandoro H Maier M Dax 18 Feb 22 April 29 July 11 Nov 2020 2020 2020 Q1 Q2 Q3 20 Feb 2020 Q1 23 April 2020 Q2 24 July 2020 20 Nov 2020 Q3 ✓ N/A N/A N/A Board corporate social investment (CSI) committee The role of the board CSI committee is to: Q4 ratify the company CSI strategy, policy and guidelines ratify alignment of the CSI strategy to the business strategy ratify proposed amendments to the focus area of CSI policy from time-to-time ⚫ note the CSI decisions made by the relevant social investment committees of SBN ⚫take overall accountability for the reputation management of all CSI initiatives that impact the Standard Bank brand. BOARD CSI COMMITTEE 2020 10 Feb 2020 16 Nov 2020 J Muadinohamba (chairperson) Dr N Hamunime M Dax A ✓ Attended A - Apologies 19 Feb 2020 18 Nov 2020 A Community upliftment Standard Bank Namibia pledges 1% of net profit after tax generated by its business operations to CSI initiatives. The strategic focus of Standard Bank Namibia' CSI programme is on entrepreneurship development, education, environmental matters and health and wellness. N Bassingthwaighte (chairperson) H Maier P Schlebusch ✓ - Attended A - Apologies A ✓ - Attended A - Apologies