Directors Affairs Committee

The purpose of the directors’ affairs committee is to assist the Board in assessing and evaluating the corporate governance structures which have been established by the Board and to deal with all governance-related matters of the Bank.

A summary of some of the key terms of reference of the directors’ affairs committee includes, inter alia:

• Reviewing on a regular basis the composition, skills, experience and other qualities required for the effective functioning of the Board;
• Monitoring and maintaining the Board-approved directors succession plan and matters relating to the nomination of new directors, according to the Board-approved policy, in line with Directive 4 of 2018;
• Monitoring the adequacy and effectiveness of the Bank’s corporate governance structures, in line with prevailing legislation and regulations within the banking sector;
• Assisting the Board in ensuring that the performance evaluation of the Board and Board sub-committees, the chairman and individual members support continued improvement in its performance and effectiveness;
• Assisting the Board in ensuring that the Bank is, at all times, in compliance with all applicable laws, regulations and codes of conduct and addresses any other governance issues that are not dealt with by other Board sub-committees; and
• Reviewing periodically the format and content of the Board and other sub-committee mandates.

The committee met three times during 2025 and is satisfied that it has fulfilled its responsibilities as set-out in its charter for the year under review.

Membership of the directors’ affairs committee is, in terms of section 64B of the Bank’s Act, limited to non-executive directors. The chief executive attends meetings of the committee by invitation only.

This Committee comprises of the following members:

• Mr Zahid Fakey (Chairperson)
• Adv. J.M.A. Cane SC
• Dr Khemira