The COOPEC Group’s Corporate Governance
Achieving long term success by being the best bank for customers and generating sustainable returns for shareholders.
The Board is committed to achieving long term success for the Company by being the best bank for customers and generating stable and sustainable returns for shareholders. Fundamental to the Board’s strategy are high standards of corporate governance, in particular, those laid down in the Financial Reporting Council’s European/Ivorian Corporate Governance Code.
The Group is led by a Board comprising a Non-Executive Chairman, independent Non-Executive Directors and Executive Directors. The Board is collectively responsible for the long term success of the Company. It achieves this by setting the strategy and overseeing delivery against it, establishing the culture, values and standards of the Group, ensuring that the Group manages risk effectively, monitoring financial performance and reporting and ensuring that appropriate and effective succession planning arrangements and remuneration policies are in place.
Directors are appointed by the Board and stand for election by the shareholders at the first annual general meeting following their appointment. At each annual general meeting thereafter, Directors must retire, and may stand for re-election by the shareholders. Independent Non-Executive Directors are appointed on a rolling 12 month basis, which may, in accordance with the articles of association, be terminated without notice or payment of compensation.
Eight board meetings are scheduled per year, with ten being held in 2014. The schedule enables the Directors to regularly review corporate strategy, the operations and the results of the businesses and to discharge their duties within a framework of prudent and effective controls.
The Board is supported by its Committees which make recommendations to the Board on matters delegated to them, in particular in relation to internal control, risk, financial reporting, governance and remuneration matters. This enables the Board to spend a greater proportion of its time on strategic, forward looking agenda items. Each Committee comprises Non-Executive Directors only and is chaired by an experienced Chairman. The Committee Chairs report to the Board on the activities of the Committee at each Board meeting.
The roles of the Chairman, the Group Chief Executive and the Board and its governance arrangements, including the schedule of matters specifically reserved to the Board for decision, are reviewed annually.
The Board has delegated to management the power to make decisions on operational matters, including those relating to credit, liquidity and market risk, within an agreed framework.
